SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required, Effective October 7, 1996]

For the fiscal year ended DECEMBER 31, 1996

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required]

For the transition period from to

Commission file number 1-12744

MARTIN MARIETTA MATERIALS, INC.
(Exact name of registrant as specified in its charter)

NORTH CAROLINA 56-1848578
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

2710 WYCLIFF ROAD, RALEIGH, NORTH CAROLINA 27607-3033
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (919) 781-4550

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
COMMON STOCK NEW YORK STOCK EXCHANGE
(PAR VALUE $.01 PER SHARE)

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. X
-----

The aggregate market value of voting stock (based on the closing price
on the New York Stock Exchange on March 10, 1997 as published in the Wall Street
Journal) held by non-affiliates of the Company was $1,016,528,898. Shares of
Common Stock held by each executive officer and director and by each person who
owns 5% or more of the outstanding Common Stock have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status
is not necessarily a conclusive determination for other purposes.

The number of shares outstanding of each of the Registrant's classes of
common stock on March 10, 1997 as follows:

COMMON STOCK (PAR VALUE $.01 PER SHARE) 46,079,604 SHARES

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Martin Marietta Materials, Inc. 1997 Proxy Statement are
incorporated by reference into Part III.

Portions of the Martin Marietta Materials, Inc. 1996 Annual Report to
Shareholders are incorporated by reference into Parts I, II and IV.

Exhibit Index on Page 17
Page 1 of _____ pages

TABLE OF CONTENTS

Page
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PART I

Item 1 Business.......................................................................3

Item 2 Properties.....................................................................9

Item 3 Legal Proceedings.............................................................10

Item 4 Submission of Matters to a Vote of Security Holders...........................10

Forward Looking Statements -- Safe Harbor Provisions ......................................11

Executive Officers of the Registrant.......................................................12

PART II

Item 5 Market for the Registrant's Common Equity and Related Stockholder Matters.....13

Item 6 Selected Financial Data.......................................................13

Item 7 Management's Discussion and Analysis of Financial Condition and Results
of Operations.................................................................13

Item 8 Financial Statements and Supplementary Data...................................13

Item 9 Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure..........................................................13

PART III

Item 10 Directors and Executive Officers of the Registrant............................14

Item 11 Executive Compensation........................................................14

Item 12 Security Ownership of Certain Beneficial Owners and Management................14

Item 13 Certain Relationships and Related Transactions................................14

PART IV

Item 14 Exhibits, Financial Statements, Financial Statement Schedules and
Reports on Form 8-K...........................................................15

Signatures................................................................................ 21

PART I

ITEM 1. BUSINESS

GENERAL

Martin Marietta Materials, Inc. (the "Company") is the United States'
second largest producer of aggregates for the construction industry, including
highways, infrastructure, commercial and residential. The Company also
manufactures and markets magnesia-based products, including heat-resistant
refractory products for the steel industry, chemicals products for industrial,
agricultural and environmental uses and dolomitic lime. In 1996, the Company's
aggregates business accounted for 82% of the Company's total revenues and the
Company's magnesia-based products segment accounted for 18% of the Company's
total revenues.

The Company was formed in November 1993 as a North Carolina corporation
to be the successor to substantially all of the assets and liabilities of the
materials group of Martin Marietta Corporation and its subsidiaries. An initial
public offering of a portion of the common stock, par value $.01, of the Company
(the "Common Stock") was completed in February 1994 whereby 8,797,500 shares of
Common Stock (representing approximately 19% of the shares outstanding) were
sold at an initial public offering price of $23 per share. Lockheed Martin
Corporation, which was formed as the result of a business combination between
Martin Marietta Corporation and Lockheed Corporation in March 1995, owned
approximately 81% of the Common Stock directly and through its wholly-owned
subsidiary Martin Marietta Investments Inc. until October 1996.

In October 1996, the outstanding common stock of Martin Marietta
Materials that was held by Lockheed Martin Corporation became available to the
public market when Lockheed Martin disposed of its 81% ownership interest. This
transaction was completed by means of a tax-free exchange offer pursuant to
which Lockheed Martin stockholders were given the opportunity to exchange shares
of Lockheed Martin common stock for shares of the Company's Common Stock, which
resulted in 100% of the outstanding shares of Common Stock being
publicly-traded.

On January 3, 1995, the Company purchased certain assets of Dravo
Corporation relating to its construction aggregates business for a purchase
price of approximately $121 million in cash, plus certain assumed liabilities
and a provision of approximately $7 million to consummate the transaction and
integrate the operations (the "Dravo Acquisition"). The acquired business has
production and distribution facilities in nine states and the Bahamas. The Dravo
Acquisition added more than 24 million tons of annual production capacity to the
Company's operations. It also expanded the Company's method of conducting
business by adding water distribution by ocean vessels and river barges, in
addition to the use of truck and rail transportation. Further, the Dravo
Acquisition expanded the Company's presence in nonconstruction aggregate
markets, including the chemical, steel, cement, utility desulphurization,
poultry feed and agricultural lime industries.

On January 30, 1997, the Company announced that it had signed a
non-binding letter of intent with CSR America, Inc. to purchase the common stock
of its wholly-owned subsidiary, American Aggregates Corporation, for
approximately $235 million in cash plus certain assumed liabilities (excluding
long-term indebtedness). The final purchase price will be subject to certain
post-closing adjustments relating to

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changes in working capital. The transaction, which is subject to negotiating the
terms of a definitive stock purchase agreement, completing due diligence reviews
and receiving governmental regulatory approvals, is expected to close during the
second quarter of 1997. The acquisition, when consummated, will include the Ohio
and Indiana operations of American Aggregates with more than 25 production
facilities and will, in a single transaction, increase the Company's annual
production capacity by more than 25 million tons -- in addition to adding over 1
billion tons of mineral reserves and 11,000 acres of property. Currently,
American Aggregates is a leading supplier of aggregates products in
Indianapolis, Cincinnati, Dayton and Columbus. If consummated, this acquisition
would expand the Aggregates Division's business by adding operating facilities
in the states of Indiana and Ohio and significant long-term mineral reserve
capacity.

The Company announced in February 1997 that it entered into agreements
giving the Company rights to commercialize two proprietary technologies related
to the Company's business. One of the agreements gives the Company the
opportunity to pursue the use of certain composites technology for products
where corrosion resistance and strength-to-weight ratios are important factors,
such as bridge decks, rail cars and other structures. The other technology
relates to a patented microwave technology used in cleaning the inside of mixer
drums on ready mixed concrete trucks. Both of these technologies, if fully
developed by the Company, would complement and expand the Company's business in
areas in which it has expertise.

BUSINESS SEGMENT INFORMATION

The Company operates in two principal business segments. These segments
are aggregates products and magnesia-based products. Information concerning the
Company's net sales, operating profit, assets employed and certain additional
information attributable to each reportable industry segment for each year in
the three-year period ended December 31, 1996 is included in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 26 through 35 and in "Note N: Segment Incorporation" of the "Notes to
Financial Statements" on pages 24 and 25 of the Company's 1996 Annual Report to
Shareholders (the "1996 Annual Report"), which information is incorporated
herein by reference.

AGGREGATES

The Company's aggregates segment processes and sells granite,
sandstone, limestone, shell and other aggregates products for use in all sectors
of the public infrastructure, industrial, commercial and residential
construction industries. The Company is the United States' second largest
producer of aggregates. In 1996, the Company shipped approximately 101 million
tons of aggregates to customers in 25 Southeastern, Midwestern and Central
states and 5 foreign countries, generating net sales and earnings from
operations of $591.3 million and $109.4 million, respectively. In 1996,
approximately 88% of the aggregates shipped by the Company were crushed stone,
primarily granite and limestone, and approximately 12% were sand and gravel. The
Company has focused on the production of aggregates and has not integrated
vertically into other construction materials businesses.

As a result of dependence upon the construction industry, the
profitability of aggregates producers is sensitive to national and regional
economic conditions, particularly to cyclical swings in construction spending,
which is affected by fluctuations in interest rates, and changes in the level of
infrastructure spending funded by the public sector. The Company's aggregates
business is concentrated principally in the Southeast, Midwest and Central
states. The addition of the Dravo operations opened extensive markets for the
aggregates business along the Ohio and Mississippi River systems from Western
Pennsylvania throughout the central and southern United States. The
recently-acquired distribution centers along the Gulf

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of Mexico and Atlantic coasts, as well as operating facilities in the Bahamas,
have provided entry into those new markets for aggregates. The Gulf and Atlantic
coastal areas are being supplied primarily from the Bahamas location, two large
quarries on the Ohio River system and a Canadian quarry on the Strait of Canso
in Nova Scotia, the assets related to which were purchased in October 1995 by
the Company (the "Canadian Acquisition"). The Company's business is accordingly
affected by the economies in these regions.

The Company's aggregates business is also highly seasonal, due
primarily to the effect of weather conditions on construction activity within
its markets. Accordingly, the Company's second and third quarters are generally
the strongest, with the first quarter generally reflecting the weakest results.

Aggregates can be found in abundant quantities throughout the United
States, and there are many producers nationwide. However, as a general rule, the
size of the market area of an aggregates quarry is limited because the cost of
transporting processed aggregates to customers is high in relation to the value
of the product itself. As a result, proximity of quarry facilities to customers
is the most important factor in competition for aggregates business and helps
explain the highly fragmented nature of the aggregates industry. Access to water
distribution as a result of certain acquisitions made by the Company, including
the Dravo Acquisition and the Canadian Acquisition, enables the Company to
extend its market reach in the coastal markets and areas immediately contiguous
thereto.

Environmental and zoning regulations have made it increasingly
difficult for the construction aggregates industry to expand existing quarries
and to develop new quarry operations. Although it cannot be predicted what
policies will be adopted in the future by federal, state and local governmental
bodies regarding these matters, the Company anticipates that future restrictions
will not have a materially adverse effect upon its business.

Management believes the Company's raw material reserves are sufficient
to permit production at present operational levels for the foreseeable future.
The Company does not anticipate any material difficulty in obtaining the raw
materials that it uses for production in its aggregates segment.

The Company generally delivers products in its aggregates segment upon
receipt of orders or requests from customers. Accordingly, there is no
significant backlog information. Inventory of aggregates is generally maintained
in sufficient quantities to meet rapid delivery requirements of customers.

MAGNESIA-BASED PRODUCTS

The Company also manufactures and markets dolomitic lime and
magnesia-based products, including heat-resistant refractory products for the
steel industry and magnesia-based chemicals products for industrial,
agricultural and environmental uses, including wastewater treatment, sulphur
dioxide scrubbing and acid neutralization. In 1996, the Company's Magnesia
Specialties Division generated net sales of $130.7 million and earnings from
operations of $11.3 million. Magnesia Specialties' refractory and dolomitic lime
products are sold primarily to the steel industry, and such sales are affected
by economic conditions in that industry.

As of March 10, 1997, the Company owns, or has the right to use,
approximately 20 patents granted by various countries and approximately 70
trademarks related to its Magnesia Specialties business. The Company believes
that its rights under its existing patents, patent applications and trademarks
are of value to its operations, but no one patent or trademark or group of
patents or trademarks is material to the conduct of the Company's business as a
whole.

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The principal raw materials used in the Company's magnesia-based
products are lime, brine and imported magnesia. Management believes that its
reserves of limestone to produce lime and its reserves of brine are sufficient
to permit production at present operational levels for the foreseeable future.
The supply of magnesia is abundant worldwide. In 1996, the Company purchased
some of its magnesia requirements from various sources located in China. While
the Company does not expect an interruption in the supply of magnesia from these
sources, various factors associated with economic and political uncertainty in
China could result in future supply interruptions. If such an interruption were
to occur, the Company believes it could obtain alternate supplies worldwide,
although there could be no assurance that the Company could do so at current
prices. Alternatively, the Company believes it could adjust its mix of products
and/or increase production capacity at its Manistee, Michigan operation.

The Company generally delivers its magnesia-based products upon receipt
of orders or requests from customers. Accordingly, there is no significant
backlog information. Inventory for magnesia-based products is generally
maintained in sufficient quantities to meet rapid delivery requirements of
customers. The Company has provided extended payment terms to certain
international customers.

CUSTOMERS

No material part of the business of either segment of the Company is
dependent upon a single customer or upon a few customers, the loss of any one of
which would have a material adverse effect on the segment. The Company's
products are sold principally to private industry. Although large amounts of
construction materials are used in public works projects, relatively
insignificant sales are made directly to federal, state, county or municipal
governments, or agencies thereof.

COMPETITION

Because of the impact of transportation costs on the aggregates
business, competition in each of the Company's aggregates markets tends to be
limited to producers in proximity to the Company's production facilities.
Although the Company experiences competition in all of its markets, it believes
that it is generally a leading producer in the market areas it serves.
Competition is based primarily on quarry location and price, but quality of
aggregates and level of customer service are also factors.

The Company is the second largest producer of aggregates in the United
States based on tons shipped. There are over 4,000 companies in the United
States that produce aggregates. The largest producer accounts for less than 6%
of the total market. The Company competes with a number of other large and small
producers. The Company believes that its ability to transport materials by ocean
vessels and river barges as a result of certain acquisitions made by the
Company, including the Dravo Acquisition and the Canadian Acquisition, has
enhanced the Company's ability to compete in certain extended market areas.
Certain of the Company's competitors in the aggregates industry have greater
financial resources than the Company.

The Magnesia Specialties Division of the Company competes with various
companies in different geographic and product markets. The Company believes that
the Magnesia Specialties Division is one of the largest suppliers of monolithic
(unshaped) refractory products and dolomitic lime to the steel industry in the
United States and one of the largest suppliers of magnesia-based chemicals
products to various industries. The Company's largest competitor for monolithic
refractory sales in the basic oxygen steel furnace market is Mineral
Technologies, Inc., and its largest competitor for hydroxide slurry is The Dow
Chemical Company.

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The division competes principally on the basis of quality, price and technical
support for its products. The Magnesia Specialties Division also competes for
sales to customers located outside the United States with sales to such
customers accounting for approximately $19.2 million in sales in 1996
(representing approximately 15% of total sales of the Company's magnesia-based
segment) principally in Canada, Mexico, the United Kingdom, France and Korea.
The Magnesia Specialties Division's sales to foreign customers were $16.0
million in 1995 and $12.9 million in 1994.

RESEARCH AND DEVELOPMENT

The Company conducts research and development activities for its
magnesia-based products segment at its laboratory located near Baltimore,
Maryland. In general, the Company's research and development efforts are
directed to applied technological development for the use of its refractories
and chemicals products. The Company spent approximately $1.9 million in 1996,
$1.9 million in 1995 and $2.0 million in 1994 on research and development
activities.

ENVIRONMENTAL REGULATIONS

The Company's operations are subject to and affected by federal, state
and local laws and regulations relating to the environment, health and safety
and other regulatory matters. Certain of the Company's operations may from time
to time involve the use of substances that are classified as toxic or hazardous
substances within the meaning of these laws and regulations. Environmental
operating permits are, or may be, required for certain of the Company's
operations and such permits are subject to modification, renewal and revocation.
The Company regularly monitors and reviews its operations, procedures and
policies for compliance with these laws and regulations. Despite these
compliance efforts, risk of environmental liability is inherent in the operation
of the Company's businesses, as it is with other companies engaged in similar
businesses, and there can be no assurance that environmental liabilities will
not have a material adverse effect on the Company in the future. In accordance
with the Company's accounting policy for environmental costs, amounts are not
accrued and included in the Company's financial statements until it is probable
that a liability has been incurred and such amount can be estimated reasonably.
Costs incurred by the Company in connection with environmental matters in the
preceding two fiscal years were not material to the Company's operations or
financial condition.

The Company believes that its operations and facilities, both owned or
leased, are in substantial compliance with applicable laws and regulations and
that any noncompliance is not likely to have a material adverse effect on the
Company's operations or financial condition. See "Legal Proceedings" on page 10
of this Form 10-K and "Note M: Contingencies" of the "Notes to Financial
Statements" on page 24 and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" on pages 26 through 35 of the 1996 Annual
Report. However, future events, such as changes in or modified interpretations
of existing laws and regulations or enforcement policies, or further
investigation or evaluation of the potential health hazards of certain products
or business activities, may give rise to additional compliance and other costs
that could have a material adverse effect on the Company.

In general, quarry sites must comply with noise, water discharge and
dust suppression regulations, zoning and special use permitting requirements,
applicable mining regulations and federal health and safety requirements. As new
quarry sites are located and acquired, the Company works closely with local
authorities during the zoning and permitting processes to design new quarries in
such a way as to minimize disturbances. The Company frequently acquires large
tracts of land so that quarry and production facilities

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can be situated substantial distances from surrounding property owners. The
Company maintains a centralized blasting function for all of its quarry
operations, and develops blasting plans designed to minimize disturbances to
surrounding property owners.

The Company is required by state laws to reclaim quarry sites after
use. The Company generally reclaims its quarries on an ongoing basis, reclaiming
mined-out areas of the quarry while continuing operations at other areas of the
site. Historically, the Company has not incurred extraordinary or substantial
costs in connection with the closing of quarries. Reclaimed quarry sites owned
by the Company are available for sale, typically for commercial development.

As is the case with other companies in the same industries, some of the
Company's products contain varying amounts of crystalline silica, a common
mineral. Excessive, prolonged inhalation of very small-sized particles of
crystalline silica has been associated with non-malignant lung disease. The
carcinogenic potential of crystalline silica was evaluated by the International
Agency for Research on Cancer and later by the U.S. National Toxicology Program.
In 1987, the agency found limited evidence of carcinogenicity in humans but
sufficient evidence of carcinogenicity in animals. The National Toxicology
Program concluded in 1991 that crystalline silica is "reasonably anticipated to
be a carcinogen." In October 1996, the International Agency for Research on
Cancer issued another report stating that "inhaled crystalline silica in the
form of quartz or cristobalite from occupational sources is carcinogenic to
humans." The Company, through safety information sheets and other means,
communicates what it believes to be appropriate warnings and cautions to
employees and customers about the risks associated with excessive, prolonged
inhalation of mineral dust in general and crystalline silica in particular. The
Company has not been made a party to any litigation regarding crystalline
silica.

At the Magnesia Specialties Division's Manistee, Michigan facility, the
Company maintains a stockpile of off-specification magnesia and binder
materials, and fine-particle product generated in processing magnesium oxide.
These materials are used at the Manistee plant as a portion of the feed stock
for producing lower magnesium level products. This stockpile of recyclable
materials currently contains approximately 74,000 cubic yards of material and
has been reduced over the past five years at a rate of approximately 3,000 to
6,000 cubic yards per year. In 1986, the EPA investigated the stockpile for
possible designation under the Comprehensive Environmental Response Compensation
and Liability Act (the "Superfund" statute), but has not taken any action since
that date. In addition, the Michigan Department of Natural Resources is
reviewing information submitted by the Company to determine whether the pile
should be classified as "low hazard industrial waste." If the pile is so
classified, the Company would be required to obtain an appropriate license for
the continued storage of these recyclable materials, which might require pile
modifications. Such modifications would require either the installation of a pad
under the pile, the construction of a berm surrounding the pile, the
installation of monitoring wells or a combination of the foregoing. Because of
the limited expense of any such modifications, the Company believes that such
modifications would not have a material adverse effect on the Company's
operations or its financial condition.

As a result of the processing of dolomitic limestone at the Magnesia
Specialties Division's Woodville, Ohio facility, lime kiln dust ("LKD") is
produced as a by-product. The Ohio Environmental Protection Agency has
promulgated regulations that apply to the disposal of LKD. The Company, along
with other lime producers, is currently meeting with state regulators to clarify
the applicability and scope of these regulations. Depending upon the result of
these ongoing discussions, the Company may be required to

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incur certain compliance costs. The Company believes that any such costs would
not have a material adverse effect on the Company's operations or its financial
condition.

The United States Environmental Protection Agency (the "EPA") in
November 1996 proposed certain changes to the regulations relating to the
standard for particulate matter in connection with air quality. The proposed
changes would, among other things, regulate the emission of fine particles
(smaller than 2.5 microns) in addition to the coarse particles currently
regulated. If adopted, as proposed, the regulations would impact many
industries, including the aggregates industry. Since the proposed changes are
currently in preliminary form, it is not known what the applicability and scope
of any final revisions to the regulations will be to the aggregates industry
generally and thus to the Company. Since the Company cannot predict the final
form of the regulations, the Company cannot provide assurances that there will
not be a material adverse effect on the Company's financial position or on its
results of operations.

EMPLOYEES

As of March 10, 1997, the Company has approximately 4,000 employees.
Approximately 2,950 are hourly employees and approximately 1,050 are salaried
employees. Included among these employees are approximately 800 hourly employees
represented by labor unions. Approximately 17% of the Company's Aggregates
Division's hourly employees are members of a labor union, while 95% of the
Magnesia Specialties Division's hourly employees are represented by labor
unions. The Company's principal union contracts cover employees at the Manistee,
Michigan magnesia-based products plant and the Woodville, Ohio lime plant. The
Manistee labor union contract expires in 1999. The Woodville labor union
contract, which expired at the end of May 1996, was renegotiated and a new
four-year agreement was reached without any disruption to normal operations. The
Company considers its relations with its employees to be good.

ITEM 2. PROPERTIES

AGGREGATES

As of March 10, 1997, the Company processed or shipped aggregates from
211 quarries and distribution yards in 19 states in the Southeast, Midwest and
Central United States and in Canada and the Bahamas, of which 69 are located on
land owned by the Company free of major encumbrances, 53 are on land owned in
part and leased in part, 82 are on leased land, and 7 are on facilities neither
owned nor leased, where raw materials are removed under an agreement.

MAGNESIA-BASED PRODUCTS

The magnesia-based products division currently operates major
manufacturing facilities in Manistee, Michigan and Woodville, Ohio, and smaller
processing plants in River Rouge, Michigan, Bridgeport, Connecticut, Lenoir
City, Tennessee and Pittsburgh, Pennsylvania. All of these facilities are owned
in fee, except Pittsburgh and Lenoir City, which are leased. In addition, the
Company has entered into several third-party toll-manufacturing agreements
pursuant to which it processes Chinese magnesite, including a Louisiana facility
on the Gulf of Mexico coast.

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OTHER PROPERTIES

The Company's corporate headquarters, which it owns, is located in
Raleigh, North Carolina. The Company leases administrative offices and a
research and development laboratory for its Magnesia Specialties Division in
Baltimore, Maryland.

The Company's principal properties, which are of varying ages and are
of different construction types, are believed to be generally in good condition,
are well maintained, and are generally suitable and adequate for the purposes
for which they are used. The principal properties are believed to be utilized at
average productive capacities of approximately 85% and are capable of supporting
a higher level of market demand.

ITEM 3. LEGAL PROCEEDINGS

From time to time claims are asserted against the Company arising out
of its operations in the normal course of business. In the opinion of management
of the Company (which opinion is based in part upon consideration of the opinion
of counsel), it is unlikely that the outcome of litigation and other proceedings
relating to the Company, including those relating to environmental matters and
those described specifically below, will have a material adverse effect on the
Company's operations or its financial condition; however, there can be no
assurance that an adverse outcome in any of such litigation would not have a
material adverse effect on the Company.

The Company is involved in litigation in the State District Court of
Morris County, Texas, James Fowler, Jr. v. Union Carbide Corporation. This case
was commenced on November 9, 1987 as separate claims for unspecified amounts of
monetary damages (joined in one lawsuit) by approximately 3,000 plaintiffs
against approximately 400 defendants. The case involves claims asserted by
former employees of Lone Star Steel Company alleging injuries to their health
suffered by exposure to the products supplied to Lone Star's facility in Morris
County, Texas since 1947. It is the Company's understanding that the current and
former defendants in the litigation constitute almost every supplier to the
facility, regardless of the type of product supplied. The plaintiffs in this
litigation have alleged that all defendants are jointly and severally liable for
any recoverable damages. By making an allegation of joint and several liability,
the plaintiffs claim that any defendant found to be liable should potentially be
liable for damages caused by all defendants. The Company believes it has been
made a party to the litigation because it supplied refractory products to the
Lone Star facility and believes that exposure to its products did not lead to
the injuries claimed by the plaintiffs.

See also "Note M: Contingencies" of the "Notes to Financial Statements"
on page 24 of the 1996 Annual Report and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" on pages 26 through 35 of the
1996 Annual Report.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the
fourth quarter of 1996.

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FORWARD LOOKING STATEMENTS - SAFE HARBOR PROVISIONS

This Annual Report on Form 10-K contains statements which constitute
"forward looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Investors
are cautioned that all forward looking statements involve risks and
uncertainties, including those arising out of economic, climactic, political,
regulatory, competitive and other factors. The forward looking statements in
this document are intended to be subject to the safe harbor protection provided
by Sections 27A and 21E. For a discussion identifying some important factors
that could cause actual results to vary materially from those anticipated in the
forward looking statements see the Corporation's Securities and Exchange
Commission filings, including but not limited to, the discussion of
"Competition" on page 6 of this Annual Report on Form 10-K, "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 26 through 35 of the 1996 Annual Report and "Note A: Accounting Policies"
and "Note M: Contingencies" of the "Notes to Financial Statements" on pages 15
through 16 and 24, respectively, of the Audited Consolidated Financial
Statements included in the 1996 Annual Report.

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EXECUTIVE OFFICERS OF THE REGISTRANT

The following sets forth certain information regarding the executive
officers of Martin Marietta Materials, Inc. as of March 10, 1997:

PRESENT POSITION YEAR ASSUMED OTHER POSITIONS AND OTHER BUSINESS
NAME AGE AT MARCH 10, 1997 PRESENT POSITION EXPERIENCE WITHIN THE LAST FIVE YEARS
---- --- ------------------ ---------------- -------------------------------------

Stephen P. Zelnak, Jr. 52 Vice Chairman of the 1996 President, Martin Marietta Materials Group
Board of Directors (1992-1993)
President and Chief 1993
Executive Officer

Philip J. Sipling 49 Sr. Vice President 1993 Vice President, Martin Marietta
and President of Aggregates Division (1989-1993)
Magnesia Specialties
Division

Robert R. Winchester 59 Sr. Vice President 1993 Vice President Operations,
and Executive Vice Martin Marietta Aggregates
President of Division (1982-1993)
Aggregates Division

Janice K. Henry 45 Vice President and 1994 Vice President, Business Mgmt.,
Chief Financial Officer Martin Marietta Astronautics (1992-1993)
Treasurer 1996

Bruce A. Deerson 45 Vice President, 1993 General Counsel - Martin Marietta
Secretary and Materials Group (1988-1993)
General Counsel

Jonathan T. Stewart 48 Vice President, 1993 Vice President, Human Resources,
Human Resources Martin Marietta Aggregates
Division (1990-1992)

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PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS

There were approximately 1,820 holders of record of Martin Marietta
Materials, Inc. common stock, $.01 par value, as of March 10, 1997. The
Company's Common Stock is traded on the New York Stock Exchange (Symbol: MLM).
Information concerning stock prices and dividends paid is included under the
caption "Quarterly Performance (Unaudited)" on page 36 of the 1996 Annual
Report, and that information is incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

The information required in response to this Item 6 is included under
the caption "Five Year Summary" on page 37 of the 1996 Annual Report, and that
information is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The information required in response to this Item 7 is included under
the caption "Management's Discussion and Analysis of Financial Condition and
Results of Operations" on pages 26 through 35 of the 1996 Annual Report, and
that information is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required in response to this Item 8 is included under
the caption "Statement of Earnings," "Balance Sheet," "Statement of Cash Flows,"
"Statement of Shareholders' Equity," "Notes to Financial Statements,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Quarterly Performance (Unaudited)" on pages 11 through 36 of
the 1996 Annual Report, and that information is incorporated herein by
reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

13
14

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information concerning directors required in response to this Item
10 is included under the captions "Election of Directors" and "Compliance With
Section 16(a) of the Exchange Act" in the Company's definitive proxy statement
to be filed with the Securities and Exchange Commission pursuant to Regulation
14A within 120 days after the close of the Company's fiscal year ended December
31, 1996 (the "1997 Proxy Statement"), and that information is hereby
incorporated by reference in this Form 10-K. Information concerning executive
officers of the Company required in response to this Item 10 is included in Part
I on page 12 of this Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

The information required in response to this Item 11 is included under
the captions "Executive Compensation" and "Compensation Committee Interlocks and
Insider Participation in Compensation Decisions" in the Company's 1997 Proxy
Statement, and that information, except for the information required by Items
402(k) and (l) of Regulation S-K, is hereby incorporated by reference in this
Form 10-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The information required in response to this Item 12 is included under
the captions "Voting Securities and Record Date" and "Beneficial Ownership of
Shares" in the Company's 1997 Proxy Statement, and that information is hereby
incorporated by reference in this Form 10-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required in response to this Item 13 is included under
the captions "Compensation Committee Interlocks and Insider Participation in
Compensation Decisions," and "Certain Related Transactions" in the Company's
1997 Proxy Statement, and that information is hereby incorporated by reference
in this Form 10-K.

14
15

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT
SCHEDULES AND REPORTS ON FORM 8-K

(a) (1) LIST OF FINANCIAL STATEMENTS FILED AS PART OF THIS FORM 10-K.

The following financial statements of Martin Marietta Materials, Inc.
and consolidated subsidiaries, included in the 1996 Annual Report, are
incorporated by reference into Item 8 on page 13 of this Form 10-K.
Page numbers refer to the 1996 Annual Report:

Page
----

Balance Sheet-- 12
December 31, 1996 and 1995

Statement of Earnings-- 11
Years ended December 31, 1996, 1995 and 1994

Statement of Shareholders' Equity-- 14
Years ended December 31, 1996, 1995 and 1994

Statement of Cash Flows-- 13
Years ended December 31, 1996, 1995 and 1994

Notes to Financial Statements-- 15 through 25
Years ended December 31, 1996, 1995, and 1994

(2) LIST OF FINANCIAL STATEMENT SCHEDULES FILED AS PART OF THIS FORM 10-K.

The following financial statement schedule of Martin Marietta
Materials, Inc. and consolidated subsidiaries is included in Item
14(d). The page number refers to this Form 10-K.

Schedule II - Valuation and Qualifying Accounts....................20

All other schedules have been omitted because they are not applicable,
not required, or the information has been otherwise supplied in the
financial statements or notes to the financial statements.

The report of the Company's independent auditors with respect to the
above-referenced financial statements appears on page 10 of the 1996
Annual Report, and that report is hereby incorporated by reference in
this Form 10-K. The report on the financial statement schedule and the
consent of the Company's independent auditors appear on page 30 of this
Form 10-K.

The report of the Dravo Basic Materials Company, Inc. and subsidiaries'
independent auditors with respect to the Dravo Basic Materials Company,
Inc. and subsidiaries' financial statements as of

15
16

December 29, 1994 and for the period from January 1, 1994 through
December 29, 1994, which independent auditors' report is hereby
incorporated by reference in this Form 10-K. The consent of the Dravo
Basic Materials Company, Inc. and subsidiaries' independent auditors
appears on page 31 of this Form 10-K.

(3) EXHIBITS

The list of Exhibits on the accompanying Index of Exhibits on pages 17
through 19 of this Form 10-K is hereby incorporated by reference. Each
management contract or compensatory plan or arrangement required to be
filed as an exhibit is indicated by an asterisk.

(b) REPORTS ON FORM 8-K

On October 25, 1996, the Company filed a Current Report on Form 8-K in
connection with the following events:

(1) Adoption of a shareholder rights plan. (2) On
October 15, 1996, the Company declared a dividend distribution
of one Right for each outstanding share of the Company's
Common Stock, payable to shareholders of record at the close
of business on October 21, 1996, and with respect to the
Common Stock issued thereafter until a distribution date and,
in certain circumstances, with respect to the Common Stock
issued after the distribution date. Each right, when it
becomes exercisable, generally entitles the registered holder
to purchase from the Company a unit consisting initially of
one one-thousandth of a share (a "Unit") of Junior
Participating Class A Preferred Stock, par value $0.01 per
share (the "Preferred Stock"), of the Company, at a purchase
price of $100 per Unit, subject to adjustment. The description
and terms of the rights are set forth on a Rights Agreement,
dated as of October 21, 1996, between the Company and First
Union National Bank of North Carolina, as Rights Agent. On
October 21, 1996, the Company filed a registration statement
(Form 8-A) in connection with the registration of the Rights
to Purchase Junior Participating Class A Preferred Stock, a
new class of securities of the Company. A copy of the Rights
Agreement is filed as an Exhibit hereto. This summary
description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights
Agreement. (3) Completion of split-off of the Company by
Lockheed Martin Corporation. (4) On October 21, 1996, Lockheed
Martin Corporation and the Company jointly announced the
successful completion of the split-off of the Company from
Lockheed Martin Corporation. (5) Effectiveness of
anti-takeover amendments to charter and bylaws. (6) Effective
on October 21, 1996, various amendments to the articles of
incorporation and bylaws of the Company that were approved at
the Special Meeting of Shareholders held on September 27,
1996, became effective. (7) Release of third quarter earnings
results. (8) On October 21, 1996, the Company issued a press
release announcing financial results for the third quarter and
nine months ended September 30, 1996.

16
17

Exhibit
No. Page
- ------- ----

3.01 --Restated Articles of Incorporation of the Company, as amended
(incorporated by reference to Exhibits 3.1 and 3.2 to the
Martin Marietta Materials, Inc. Current Report on Form 8-K,
filed on October 25, 1996)

3.02 --Restated Bylaws of the Company, as amended (incorporated by reference
to Exhibit 3.3 to the Martin Marietta Materials, Inc. Current
Report on Form 8-K, filed on October 25, 1996)

4.01 --Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.01 to the Martin Marietta Materials, Inc.
registration statement on Form S-1 (SEC Registration No.
33-72648))

*4.02 --Articles 2 and 8 of the Company's Restated Articles of Incorporation,
as amended

*4.03 --Article I of the Company's Restated Bylaws, as amended

4.04 --Indenture dated as of December 1, 1995 between Martin Marietta
Materials, Inc. and First Union National Bank of North
Carolina (incorporated by reference to Exhibit 4(a) to the
Martin Marietta Materials, Inc. registration statement on Form
S-3 (SEC Registration No. 33-99082))

4.05 --Form of Martin Marietta Materials, Inc. 7% Debenture due 2025
(incorporated by reference to Exhibit 4(a)(i) to the Martin
Marietta Materials, Inc. registration statement on Form S-3
(SEC Registration No. 33-99082))

10.01 --Assumption Agreement between the Company and Martin Marietta
Technologies, Inc. (now known as Lockheed Martin Corporation)
dated as of November 12, 1993 (incorporated by reference to
Exhibit 10.01 to the Martin Marietta Materials, Inc.
registration statement on Form S-1 (SEC Registration No.
33-72648))

10.02 --Transfer and Capitalization Agreement dated as of November 12, 1993
among Martin Marietta Technologies, Inc. (now known as
Lockheed Martin Corporation), Martin Marietta Investments
Inc. and the Company (incorporated by reference to Exhibit
10.02 to the Martin Marietta Materials, Inc. registration
statement on Form S-1 (SEC Registration No. 33-72648))

10.03 --Tax Assurance Agreement dated as of September 13, 1996 between the
Company and Lockheed Martin Corporation (incorporated by
reference to Exhibit 10.10 to the Martin Marietta Materials,
Inc. Form 10-Q for the quarter ended September 30, 1996)

10.04 --Supplemental Tax Sharing Agreement dated as of September 13, 1996
between the Company and Lockheed Martin Corporation
(incorporated by reference to Exhibit 10.09 to the Martin
Marietta Materials, Inc. Form 10-Q for the quarter ended
September 30, 1996)

- --------------------
*Filed herewith

17
18

Exhibit
No. Page
- ------- ----

10.05 --Rights Agreement, dated as of October 21, 1996, between the
Company and First Union National Bank of North Carolina, as
Rights Agent, which includes the Form of Articles of Amendment
With Respect to the Junior Participating Class A Preferred
Stock of Martin Marietta Materials, Inc., as Exhibit A, the
Form of Rights Certificate, as Exhibit B, and the Summary of
Rights to Purchase Preferred Stock, as Exhibit C (incorporated
by reference to Exhibit 1 to the Martin Marietta Materials,
Inc. registration statement on Form 8-A, filed with the
Securities and Exchange Commission on October 21, 1996)

*10.06 --Revolving Credit Agreement dated as of January 29, 1997 among
the Company and Morgan Guaranty Trust Company of
New York, as Agent Bank

10.07 --Martin Marietta Materials, Inc. Amended Omnibus Securities Award Plan
(incorporated by reference to Exhibit 10.05 to the Martin
Marietta Materials, Inc. Form 10-Q for the quarter ended
September 30, 1996)**

10.08 --Martin Marietta Materials, Inc. Shareholder Value Achievement Plan
(incorporated by reference to Exhibit 10.06 to the Martin
Marietta Materials, Inc. Form 10-Q for the quarter ended
September 30, 1996)**

10.09 --Form of Martin Marietta Materials, Inc. Employment Protection
Agreement (incorporated by reference to Exhibit 10.07 to the
Martin Marietta Materials, Inc. Form 10-Q for the quarter
ended September 30, 1996)**

*10.10 --Amended and Restated Martin Marietta Materials, Inc. Common Stock
Purchase Plan for Directors**

10.11 --Martin Marietta Corporation (now known as Lockheed Martin
Corporation) 1984 Stock Option Plan for Key Employees, as
amended (incorporated by reference to Exhibit 10.12 to
Lockheed Martin Corporation's registration statement on Form
S-4 (SEC Registration No. 33-57645) and Exhibit 10(cc) to
Lockheed Martin Corporation's Annual Report on 10-K for the
year ended December 31, 1995)**

10.12 --Martin Marietta Materials, Inc. Executive Incentive Plan, as amended
(incorporated by reference to Exhibit 10.18 to the Martin
Marietta Materials, Inc. Annual Report on Form 10-K for the
fiscal year ended December 31, 1995)**

10.13 --Martin Marietta Materials, Inc. Incentive Stock Plan (incorporated by
reference to Exhibit 10.01 to Martin Marietta Materials, Inc.
Form 10-Q for the quarter ended June 30, 1995)**

*11.01 --Computation of earnings per common share for the years ended December
31, 1996 and 1995

- ------------------
*Filed herewith
**Management contract or compensatory plan or arrangement required to be filed
as an exhibit pursuant to Item 14(c) of Form 10-K

18
19

Exhibit
No. Page
- ------- ----

*12.01 --Computation of ratio of earnings to fixed charges for the year ended
December 31, 1996

*13.01 --Martin Marietta Materials, Inc. 1996 Annual Report to Shareholders,
portions of which are incorporated by reference in this Form
10-K. Those portions of the 1996 Annual Report to Shareholders
that are not incorporated by reference shall not be deemed to
be "filed" as part of this report

*21.01 --List of subsidiaries of Martin Marietta Materials, Inc.

*23.01 --Consent of Ernst & Young LLP, Independent Auditors for Martin
Marietta Materials, Inc. and consolidated subsidiaries

*23.02 --Consent of KPMG Peat Marwick LLP, Independent Auditors for Dravo
Basic Materials Company, Inc. and subsidiaries

*24.01 --Powers of Attorney

*27.01 --Financial Data Schedule (for Securities and Exchange Commission use
only)

Other material incorporated by reference:
Martin Marietta Materials, Inc.'s 1997 Proxy Statement filed pursuant
to Regulation 14A, portions of which are incorporated by reference in
this Form 10-K. Those portions of the 1997 Proxy Statement which are
not incorporated by reference shall not be deemed to be "filed" as part
of this report.

- ------------------
*Filed herewith

19
20

FINANCIAL STATEMENT SCHEDULE

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

COL. A COL. B COL. C COL. D COL. E
- ---------------------------------------------------------------------------------------------------------------------------------

ADDITIONS
--------------------
(2)
(1) CHARGED TO
BALANCE AT CHARGED TO OTHER
BEGINNING OF COSTS AND ACCOUNTS-- DEDUCTIONS-- BALANCE AT END
DESCRIPTION PERIOD EXPENSES DESCRIBE DESCRIBE OF PERIOD
----------- ------ -------- -------- -------- ---------

(AMOUNTS IN THOUSANDS)

YEAR ENDED DECEMBER 31, 1996

Allowance for doubtful accounts $ 4,450 $ -- $ -- $1,500(a) $ 2,950
Allowance for affiliates receivable 954 -- -- 954(b) --
Inventory valuation allowance 7,370 -- -- 1,292(c) 6,078
Amortization of intangible assets 17,268 5,060 -- 284(d) 22,044

YEAR ENDED DECEMBER 31, 1995

Allowance for doubtful accounts $ 2,950 $ -- $1,500(e) $ -- $ 4,450
Allowance for affiliates receivable 1,300 -- -- 346(b) 954
Inventory valuation allowance 6,269 -- 1,240(e) 139(c) 7,370
Amortization of intangible assets 12,095 5,173 -- -- 17,268

YEAR ENDED DECEMBER 31, 1994

Allowance for doubtful accounts $ 3,403 $1,051 $ -- $1,504(b) $ 2,950
Allowance for affiliates receivable 330 970 -- -- 1,300
Inventory valuation allowance 5,129 1,140 -- -- 6,269
Amortization of intangible assets 10,047 3,224 -- 1,176(d) 12,095

(a) To adjust allowance for change in estimates.
(b) Uncollectible accounts written off, net of recoveries.
(c) Inventory revaluation adjustments.
(d) Fully-amortized intangible assets written off.
(e) Purchase accounting adjustments.

20
21

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

MARTIN MARIETTA MATERIALS, INC.

By: /s/ Bruce A. Deerson
--------------------------
Bruce A. Deerson
Vice President, Secretary
and General Counsel

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below appoints Bruce A. Deerson and Roselyn R. Bar, jointly and
severally, as his true and lawful attorney-in-fact, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Annual Report on
Form 10-K, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact, jointly and severally, full power and authority to
do and perform each in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact, jointly and severally, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Dated: March 13, 1997

21
22

Pursuant to the requirements of the Securities and Exchange Act of
1934, this report has been signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:

Signature Title Date

/s/Marcus C. Bennett Chairman of the Board March 13, 1997
- ----------------------------
Marcus C. Bennett

/s/Stephen P. Zelnak, Jr. Vice Chairman of the Board, March 13, 1997
- ---------------------------- President and Chief Executive
Stephen P. Zelnak, Jr. Officer

/s/Janice K. Henry Vice President, Chief March 13, 1997
- ---------------------------- Financial Officer and
Janice K. Henry Treasurer

/s/Edward D. Miles Vice President, Controller March 13, 1997
- ---------------------------- and Chief Accounting Officer
Edward D. Miles

/s/Richard G. Adamson Director March 13, 1997
- ----------------------------
Richard G. Adamson

/s/Bobby F. Leonard Director March 13, 1997
- ----------------------------
Bobby F. Leonard

/s/William E. McDonald Director March 13, 1997
- ----------------------------
William E. McDonald

/s/Frank H. Menaker, Jr. Director March 13, 1997
- ----------------------------
Frank H. Menaker, Jr.

/s/James M. Reed Director March 13, 1997
- ----------------------------
James M. Reed

/s/William B. Sansom Director March 13, 1997
- ----------------------------------------
William B. Sansom

/s/Richard A. Vinroot Director March 13, 1997
- ----------------------------------------
Richard A. Vinroot

23
24

EXHIBITS

Exhibit
No. Page
- ------- ----

3.02 --Restated Bylaws of the Company, as amended (incorporated by reference
to Exhibit 3.3 to the Martin Marietta Materials, Inc. Current
Report on Form 8-K, filed on October 25, 1996)

4.01 --Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.01 to the Martin Marietta Materials, Inc.
registration statement on Form S-1 (SEC Registration No.
33-72648))

*4.02 --Articles 2 and 8 of the Company's Restated Articles of Incorporation,
as amended

*4.03 --Article I of the Company's Restated Bylaws, as amended

- --------------------
*Filed herewith

Exhibit
No. Page
- ------- ----

*10.06 --Revolving Credit Agreement dated as of January 29, 1997 among
the Company and Morgan Guaranty Trust Company of
New York, as Agent Bank

*10.10 --Amended and Restated Martin Marietta Materials, Inc. Common Stock
Purchase Plan for Directors**

10.13 --Martin Marietta Materials, Inc. Incentive Stock Plan (incorporated by
reference to Exhibit 10.01 to Martin Marietta Materials, Inc.
Form 10-Q for the quarter ended June 30, 1995)**

*11.01 --Computation of earnings per common share for the years ended December
31, 1996 and 1995

- ------------------
*Filed herewith
**Management contract or compensatory plan or arrangement required to be filed
as an exhibit pursuant to Item 14(c) of Form 10-K

25
26

Exhibit
No. Page
- ------- ----

*12.01 --Computation of ratio of earnings to fixed charges for the year ended
December 31, 1996

*21.01 --List of subsidiaries of Martin Marietta Materials, Inc.

*23.01 --Consent of Ernst & Young LLP, Independent Auditors for Martin
Marietta Materials, Inc. and consolidated subsidiaries

*23.02 --Consent of KPMG Peat Marwick LLP, Independent Auditors for Dravo
Basic Materials Company, Inc. and subsidiaries

*24.01 --Powers of Attorney (included in this Form 10-K at Page 21)

*27.01 --Financial Data Schedule (for Securities and Exchange Commission use
only)

- ------------------
*Filed herewith