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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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See accompanying Notes to Condensed Consolidated Financial Statements

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1.   Basis of Presentation

2.   Stock-based Compensation

3.   Discontinued Operations

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	Mar. 31   2005	Dec. 31   2004
Accounts and notes receivable Inventories Prepaid expenses Investments and long-term receivables Property, plant and equipment, net Goodwill Other assets	$  102.4  38.9  1.0  9.2  323.5  0.4         0.1	$  88.5  37.5  0.9  9.4  321.4  0.4         0.1
Total assets	$  475.5	$  458.2
Current liabilities Asset retirement obligations All other noncurrent liabilities Minority interest in a consolidated subsidiary	$  52.5  17.7  8.4     107.5	$  61.5  17.5  8.4     101.0
Total liabilities	$  186.1	$  188.4

4.   Earnings Per Share (EPS)

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5.   Effective Tax Rate

6.   Medium-term Investments

	Mar. 31   2005	Dec. 31   2004	Mar. 31   2004
Bonds, notes and other securities:   Variable rate demand obligations   Auction rate securities   Other debt securities	$ 123,115  - --        3,300	$ 179,210  - --             --	$ 57,895  5,000          --
Total medium-term investments	$ 126,415	$ 179,210	$ 62,895

	Mar. 31   2005
Less than one year Due in 1-2 years Due in 2-5 years Due after 5 years	$   3,300  - --   - --     123,115
Total available-for-sale securities	$ 126,415

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	Three Months Ended      March 31
	2005	2004
Proceeds Gross realized gains Gross realized losses	$ 114,395  insignificant insignificant	$ 297,727  insignificant insignificant

7.   Derivative Instruments

8.   Comprehensive Income

	Three Months Ended      March 31
	2005	2004
Net earnings Other comprehensive income:   Fair value adjustments to cash     flow hedges Total comprehensive income	$ 54,351        61  $ 54,412	$ 14,995      (509) $ 14,486

9.   Benefit Plans

10.   Long-term Debt

	Mar. 31   2005	Dec. 31   2004	Mar. 31   2004
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	$ 239,412 - --   250,000 82,907 23,000 8,200      3,192	$ 239,744 - --   250,000 83,139 23,000 8,200      3,665	$ 240,778 243,000 250,000 83,876 28,000 8,200      4,915
Total debt excluding notes payable Less current maturities of long-term debt	$ 606,711   242,560	$ 607,748      3,226	$ 858,769   249,621
Total long-term debt	$ 364,151	$ 604,522	$ 609,148
Estimated fair value of long-term debt	$ 387,782	$ 645,502	$ 675,494
*Includes an increase (decrease) in valuation for the fair value of interest rate swaps, as follows:  March 31, 2005 - $(588,000); December 31, 2004 - $(256,000) and March 31, 2004 - $778,000.

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11.  Asset Retirement Obligations

12.  Standby Letters of Credit

	Amount	Term	Maturity
Risk management requirement for insurance claims Payment surety required by utilities Contractual reclamation/restoration requirements	$ 14,344 5,732    1,465	One year One year One year	Renewable annually Renewable annually Renewable annually
Total standby letters of credit	$ 21,541

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13.  Business Acquisition

--	New West Materials Co., LLC - five aggregates facilities and five asphalt plants in Arizona

15.  New Accounting Standards

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--	A modified-prospective method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of FAS 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of FAS 123 for all awards granted to employees prior to the effective date of FAS 123(R) that remain unvested on the effective date.
--	A modified-retrospective method which includes the requirements of the modified prospective method described above, but also permits entities to restate based on the amounts previously recognized under FAS 123 for purposes of pro forma disclosures either (a) all prior periods presented or (b) prior interim periods of the year of adoption.

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16.  Enterprise Data - Continuing Operations

17.  Supplemental Cash Flow Information

	2005	2004
SUPPLEMENTAL DISCLOSURE OF CASH FLOW  INFORMATION   Cash paid during the period for:       Interest, net of amount capitalized       Income taxes	$ 7,418  10,021	$ 7,609  1,239

18.  Other 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 volumes of our continuing operations - construction materials business. Normally, the highest sales and earnings of our continuing operations 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.


Forward-Looking Statements

Certain matters discussed in this report, including expectations regarding future performance, 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 healthcare costs; the completion of the sale of our Chemicals business unit; the timing and amount, if any, of the payments to be received under two earn-outs contained in the agreement for the divestiture of our Chemicals business unit; and other risks, assumptions and uncertainties detailed from time to time in our periodic reports. Forward-looki ng statements speak only as of the date hereof, and we assume no obligation to update such statements.


Reclassification

The amount for medium-term investments as of March 31, 2004 has been reclassified from cash and cash equivalents to present them in accordance with their contractual maturities, which are in excess of three months. This reclassification resulted in the reduction of cash and cash equivalents and an offsetting increase in medium-term investments in the amount of $62,895,000 as of March 31, 2004.

This reclassification had no impact on our Condensed Consolidated Statements of Earnings.

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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.

In October 2004, we announced our intention to sell substantially all the assets of our Chemicals business as presented in Note 3 to the condensed consolidated financial statements and, accordingly, its results are reported as discontinued operations. The affected assets and related liabilities were classified as held for sale effective October 2004 upon our Board's approval of the disposal plan.

First Quarter 2005 as Compared with First Quarter 2004

We achieved record first quarter net earnings of $54.4 million, or $0.52 per diluted share, compared to $15.0 million, or $0.14 per diluted share in the prior year. Earnings from continuing operations were $21.4 million, or $0.21 per diluted share, compared to last year's $0.20 per diluted share. Earnings from discontinued operations were $0.31 per diluted share, compared to a loss of $0.06 per diluted share in the prior year. Net sales from continuing operations were $479.4 million in the quarter, an increase of 11% from the prior year.

Continuing Operations:
Net sales increased 11% to $479.4 million as a result of record aggregates shipments and solid price improvement. Aggregates shipments from legacy operations increased approximately 7% and pricing increased over 4% from the prior year. Recent acquisitions added another 1% in volume growth.

Strong sales and gross profit gains were achieved in markets other than California and Georgia, despite higher costs for diesel. Excluding California and Georgia, which experienced extremely wet weather, sales increased 20% and gross profit increased approximately 40%. In California, aggregates and asphalt volumes declined 15% and 21%, respectively. Aggregates volumes in Georgia declined 6%. As a result, gross profits in these two markets were approximately $11 million less than the prior year.

Earnings from continuing operations were $21.4 million, up slightly from the prior year.

Selling, administrative and general expenses increased approximately $6.9 million due mostly to higher performance-based compensation and pension expense. Other operating expense increased approximately $3.3 million due to higher environmental accruals and lower gains on the sale of real estate.

Net interest expense declined $4.6 million resulting mostly from the retirement in April 2004 of $243.0 million of debt.

Our effective tax rate from continuing operations was 34.2% for the first quarter of 2005, up from the 2004 rate of 31.7% for the comparable period. This increase principally reflects higher estimated income tax liabilities for open audit years.

Discontinued Operations
In the first quarter, earnings on discontinued operations, net of tax, were $32.9 million, an increase of $38.6 million from the prior year. Pricing for most products was higher compared to both the prior quarter and the first quarter of 2004 - particularly for caustic soda, which showed a dramatic increase from the low levels realized in the first quarter of last year. Higher volumes and plant operating efficiencies more than offset increased costs for natural gas and key raw materials.

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

In October 2004, we entered into an agreement to sell essentially all of the assets of our Chemicals segment to a subsidiary of Occidental Chemical Corporation as described in Note 3 to the condensed consolidated financial statements. Proceeds from the sale will be used for general corporate purposes. We believe that the sale will not have a significant effect on our ability to fund business requirements in the future including capital expenditures, dividend payments, stock repurchases, potential future acquisitions, debt service obligations and cash contractual obligations.

Cash Flows

Net cash provided by operating activities equaled $102.3 million in the first quarter of 2005, up nearly 9% from the $94.0 million generated in the same period last year. This $8.3 million increase in cash provided by operating activities was due to higher earnings. Net cash used for investing activities was $37.9 million in the first quarter of 2005; compared to net cash provided by investing activities of $159.9 million from first quarter of 2004. This change was due primarily to our medium-term investments program and an increase in acquisition spending. Net cash used for financing activities increased $36.7 million from the first three months of 2004 to total $64.3 million for the three months ended March 31, 2005. This increase in cash used for financing activities resulted primarily from the first quarter 2005 resumption of our share repurchase program. We purchased 872,049 shares for approximately $49.5 million during the first quarter of 2005.

Working Capital

Working capital, the excess of current assets over current liabilities, totaled $691.2 million at March 31, 2005. This represented a $300.1 million decrease from our December 31, 2004 level and a $162.7 million increase from our March 31, 2004 level. The decrease from the year-end 2004 level resulted primarily from the $239.3 million increase in current maturities, which resulted from the reclassification to current liabilities of a long-term note due February 2006 in the amount of $240.0 million and a decrease in medium-term investments of $52.8 million. The increase in working capital from March 31, 2004 resulted primarily from the classification in March 31, 2005 of noncurrent assets and noncurrent liabilities of our discontinued operations as current (net asset increase of $199.6 million).

Short-term Borrowings

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

	Mar. 31    2005	Dec. 31    2004	Mar. 31    2004
Bank borrowings Commercial paper   Total notes payable	$   --       --   $   --	$   --        --   $   --	$ 22,000        --   $ 22,000

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Current Maturities

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

The $240.0 million (listed above net of the $588 thousand decrease for the interest rate swap) payment for the 6.40% 5-year notes issued 2001 is due February 1, 2006. We expect to retire this debt using available cash and medium-term investments. Scheduled debt payments during 2004 included $243.0 million in April to retire the 5.75% five-year notes issued in 1999 and $5.0 million in September to retire an 8.55% medium-term note issued in 1991.

Long-term Obligations

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

The reduction in long-term obligations and long-term capital from December 31, 2004 to March 31, 2005 is due primarily to the reclassification to current maturities of the $240.0 million 6.40% 5-year notes issued 2001.

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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 current 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.

Standby Letters of Credit

We provide certain third parties with irrevocable standby letters of credit in the normal course of business operations. Our commercial bank 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 they expire or are cancelled. Virtually all standby letters of credit are renewable annually at the option of the beneficiary.

Our standby letters of credit as of March 31, 2005 are summarized in the table below (in thousands of dollars):

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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 are believed to be reasonable under the circumstances. The results 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 contingencie s. Our actual 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 free of charge on our website, vulcanmaterials.com, 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, 2004, at no charge, by writing to:

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We are exposed to certain market risks arising from transactions that are entered into in the normal course of business. In order to manage or reduce this market risk, we utilize derivative financial instruments. To date, we have used commodity swap and option contracts to reduce our exposure to fluctuations in prices for natural gas in our discontinued operations - Chemicals business. As of March 31, 2005, we had no such contracts outstanding. For the prior periods presented, the fair values of these contracts were as follows: December 31, 2004 - $99,000 unfavorable and March 31, 2004 - $3,429,000 favorable.

We are exposed to interest rate risk due to our various long-term debt instruments. Substantially all this debt is at fixed rates; therefore, a decline in interest rates would result in an increase in the fair market value of the liability. At times, we use interest rate swap agreements to manage this risk. In November 2003, we entered into an interest rate swap agreement with a counterparty in the stated (notional) amount of $50,000,000. Under this agreement, we pay a variable London Interbank Offered Rate (LIBOR) plus a fixed spread and receive a fixed rate of interest of 6.40% from the counterparty. The six-month LIBOR approximated 3.40% at March 31, 2005. The interest rate swap agreement is scheduled to terminate February 1, 2006 coinciding with the maturity of our 6.40% five-year notes issued in 2001 in the amount of $240,000,000. The realized gains and losses upon settlement related to the swap agreement are reflected in interest expense concurrent with the hedged interest payments on the debt. The estimated fair values of this agreement were as follows: March 31, 2005 - $588,000 unfavorable, December 31, 2004 - $163,000 unfavorable and March 31, 2004 - $778,000 favorable.

We do not enter into derivative financial instruments for speculative or trading purposes.

At March 31, 2005, the estimated fair market value of our debt instruments was $630,341,000 as compared to our book value of $606,711,000. The effect of a hypothetical decline in interest rates of 1% would increase our fair market value of the liability by approximately $14,156,000.

We are exposed to risk related to the ultimate proceeds to be received from the pending sale of the Chemicals business. As described in Note 3 to the condensed consolidated financial statements, in addition to the initial proceeds, we will be entitled to receive annual cash receipts under two separate earn-outs, subject to certain conditions. The first earn-out is based on ECU (electrochemical unit) and natural gas prices during the five-year period following the closing. This earn-out is capped at $150 million and will be accounted for as a derivative instrument. Future estimates of this derivative's fair value could vary materially from period to period. Proceeds under the second earn-out will be determined based primarily on the performance of the hydrochlorocarbon product HCC-240fa (commonly referred to as 5CP) from the closing of the transaction through 2012. Closing of the transaction, which is anticipated to occur around mid-year 2005, is subject to customary regulatory and other c losing conditions. There can be no assurance as to the future amount received from the earn-outs, if any.

We are exposed to certain economic risks related to the costs of our pension and other postretirement benefit plans. These economic risks include changes in the discount rate for high-quality bonds, the expected return on plan assets, the rate of compensation increase for salaried employees and the rate of increase in the per capita cost of covered healthcare benefits. The impact of a change in these assumptions on our annual pension and other postretirement benefits costs is discussed in our latest annual report on Form 10-K.

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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 March 31, 2005. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective. No significant changes w ere made to our internal controls or other factors that could significantly affect these controls during the first quarter of 2005, including any corrective actions with regard to significant deficiencies.

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Period	Total Number of Shares Purchased	Average Price Paid per Share (1)	Total Number of Shares Purchased as Part of Publicly Announced   Plans or Programs	Maximum Number of Shares that May Yet be Purchased Under the   Plans or Programs (2)
January 1- 31, 2005	--	--	--	8,473,988
February 1 - 28, 2005	31,000	$56.90	31,000	8,442,988
March 1 - 31, 2005	841,049	$56.74	841,049	7,601,939
Total	872,049	$56.74	872,049

(1)

The average price paid per share includes commission costs.

(2)

The share repurchase program was initially authorized June 28, 1985 with an initial authorization of 6,000,000 shares, as adjusted for stock splits, and the most recent additional authorization was made by the Board of Directors on February 14, 1997 for 12,000,000 shares, as adjusted for stock splits. As of March 31, 2005, there were 7,601,939 shares remaining under the authorization. We may make share repurchases from time to time in the open market or through privately negotiated transactions, depending upon market, business, legal and other conditions.

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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       April 29, 2005