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 [Fee Required]

For the fiscal year ended DECEMBER 31, 1997
OR
[ ] 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
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COMMON STOCK (PAR VALUE $.01 PER SHARE) (INCLUDING NEW YORK STOCK EXCHANGE
RIGHTS ATTACHED THERETO)

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
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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 13, 1998 as published in the Wall
Street Journal) held by non-affiliates of the Company was $1,566,027,777.
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 13, 1998 as follows:

COMMON STOCK (PAR VALUE $.01 PER SHARE) 46,217,779 SHARES

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Martin Marietta Materials, Inc. 1998 Proxy Statement are
incorporated by reference into Part III.

Portions of the Martin Marietta Materials, Inc. 1997 Annual Report to
Shareholders are incorporated by reference into Parts I, II and IV.

TABLE OF CONTENTS

Page
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PART I
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Item 1 Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Item 2 Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Item 3 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Item 4 Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . 12

Forward Looking Statements - Safe Harbor Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

PART II
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Item 5 Market for the Registrant's Common Equity and Related Stockholder Matters . . . . . . . . . . 14

Item 6 Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Item 7 Management's Discussion and Analysis of Financial Condition and Results
of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Item 8 Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . 14

Item 9 Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

PART III
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Item 10 Directors and Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . . . . 15

Item 11 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Item 12 Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . 15

Item 13 Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . 15

PART IV
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Item 14 Exhibits, Financial Statements, Financial Statement Schedules and
Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

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 and other specialty products, including
heat-resistant refractory products for the steel industry, chemicals products
for industrial, agricultural and environmental uses and dolomitic lime. In
1997, the Company's aggregates business accounted for 84% of the Company's
total revenues and the Company's magnesia and other specialty products segment
accounted for 16% 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
(the "Dravo Acquisition"). When acquired, the business had 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 May 28, 1997, the Company purchased all of the outstanding common
stock of American Aggregates Corporation ("American Aggregates") along with
certain other assets from American Aggregates' former parent, CSR America,
Inc., for an acquisition price of approximately $242 million in cash plus
certain assumed liabilities (the "American Aggregates Acquisition"). The
American Aggregates Acquisition included the Ohio and Indiana operations of
American Aggregates with 29 production facilities and increased the Company's
annual production capacity by more than 25 million tons -- in addition to
adding over 1 billion tons of mineral reserves of which approximately 700
million are zoned for production and 11,000 acres of property. American
Aggregates is a leading supplier of aggregates products in

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Indianapolis, Cincinnati, Dayton and Columbus. The American Aggregates
Acquisition expanded the Company's 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 high 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 which is intended for use
in cleaning the inside of mixer drums on ready mixed concrete trucks. The
Company is also developing a laser device that may be used to measure the
refractory thickness of steel furnaces. In addition, as part of the American
Aggregates Acquisition, the Company is working on certain technology related to
remineralization of soil and microbial products for enhanced plant growth and
other microbial products that may be used for solid waste treatment. These
technologies, if fully developed by the Company, would complement and expand
the Company's business.

BUSINESS SEGMENT INFORMATION

The Company operates in two principal business segments. These
segments are aggregates products and magnesia and other specialty 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, 1997
is included in "Management's Discussion and Analysis of Financial Condition and
Results of Operations" on pages 31 through 32 and in "Note O: Segment
Incorporation" of the "Notes to Financial Statements" on pages 24 and 25 of the
Company's 1997 Annual Report to Shareholders (the "1997 Annual Report"), which
information is incorporated herein by reference.

AGGREGATES

The Company's aggregates segment processes and sells granite,
sandstone, limestone, shell (a portion of which business was transferred in
1998 to the Company's magnesia and other specialty products segment) 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 1997, the Company
shipped approximately 129 million tons of aggregates to customers in 25
southeastern, midwestern and central states and 8 foreign countries, generating
net sales and earnings from operations of $760.7 million and $148.9 million,
respectively. In 1997, approximately 85% of the aggregates shipped by the
Company were crushed stone, primarily granite and limestone, and approximately
15% were sand and gravel. The Company has focused on the production of
aggregates and has not integrated vertically in a substantial manner 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
distribution centers acquired along the Gulf of Mexico and Atlantic coasts, as
well as operating facilities in the Bahamas, provided entry into those markets
for aggregates. The Gulf and Atlantic coastal areas are being supplied
primarily from the Bahamas location, two

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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. As a result of the American Aggregates Acquisition, more of the
Company's aggregates operations have exposure to weather-related risk during
the winter months. These operations are concentrated principally in the north
central region of the Midwest, which generally experiences more severe winter
weather conditions than the division's operations in the Southeast. Due to
these factors, 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 lower-cost 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 Aggregates Division'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 AND OTHER SPECIALTY PRODUCTS

The Company also manufactures and markets dolomitic lime and magnesia
and other specialty products, including heat-resistant refractory products for
the steel industry and magnesia and other specialty chemicals products for
industrial, agricultural and environmental uses, including wastewater
treatment, sulphur dioxide scrubbing and acid neutralization. In 1997, the
Company's Magnesia Specialties Division generated net sales of $140.2 million
and earnings from operations of $13.8 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.

The principal raw materials used in the Company's magnesia and other
specialty 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 1997,
the Company purchased some of its magnesia

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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. In addition,
because of the significant Asian presence within the worldwide steel industry,
the current problems and uncertainties surrounding the Asian financial and
economic markets are being monitored at this time. A crash in these foreign
economies, including related production and manufacturing cycles, could have an
adverse impact on the worldwide steel industry. A high level of exports from
the Asian steel markets as a result of the desire to generate cash could have a
negative impact on domestic and worldwide levels of steel production and
prices, and consequently on the division's operations.

The Company generally delivers its magnesia and other specialty
products upon receipt of orders or requests from customers. Accordingly, there
is no significant backlog information. Inventory for magnesia and other
specialty 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.

PATENTS AND TRADEMARKS

As of March 13, 1998, the Company owns, has the right to use, or has
pending applications for approximately 70 patents granted by the United States
and various countries and approximately 80 trademarks related to its Magnesia
Specialties business and its developing technology and services 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.

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 commercial customers in 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

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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
competitors for monolithic refractory sales are Mineral Technologies, Inc. and
Premier Refractories International, Inc., and its largest competitor for
hydroxide slurry is The Dow Chemical Company. 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 $24.1 million in sales in 1997 (representing approximately 17% of
total sales of the Company's magnesia and other specialty products segment)
principally in Canada, Mexico, the United Kingdom, Germany and Korea. The
Magnesia Specialties Division's sales to foreign customers were $19.2 million
in 1996 and $16.0 million in 1995.

RESEARCH AND DEVELOPMENT

The Company conducts research and development activities for its
magnesia and other specialty products segment at its laboratory located near
Baltimore, Maryland and at various locations for the new proprietary
technologies. In general, the Company's research and development efforts are
directed to applied technological development for the use of its refractories
and chemicals products and for composite materials, soil remineralization
products, microbial products, a laser-measuring device and a microwave
technology. The Company spent approximately $ 3.4 million in 1997, $1.9
million in 1996 and $1.9 million in 1995 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
11 of this Form 10-K and "Note N: Commitments and Contingencies" of the "Notes
to Financial Statements" on page 24 and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" on

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pages 35 through 36 of the 1997 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 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 oxide level products. This stockpile of
recyclable materials currently contains approximately 73,000 cubic yards of
material and has been reduced over the past three years at a rate of
approximately 1,000 to 4,000 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 Environmental Quality 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 may 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 will not have a
material adverse effect on the Company's operations or its financial condition.

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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 ("OEPA")
has promulgated regulations that apply to the disposal of LKD. The Company
executed an administrative order on November 24, 1997 with the OEPA which
requires the Company to submit a permit application for a landfill within 180
days. The Company, along with other lime producers, have had certain
discussions with the OEPA, which is in the process of determining the scope of
these regulations. Depending upon the result of these ongoing discussions, the
Company may be required to 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 but can give no assurance that
the compliance costs will not have a material adverse effect on the financial
condition or results of the magnesia and other specialty products segment's
operations.

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, which were
recently placed into law as the National Ambient Air Quality Standards. The
new law places an ambient air limit on the emission of fine particles (smaller
than 2.5 microns) that typically result from industrial, motor vehicle and
power generation fuel combustion, in addition to the coarse particles
previously regulated. As adopted, the regulations impact many industries,
including the aggregates industry. The National Stone Association ("NSA") has
joined a lawsuit with many other industries challenging the standard and the
lack of scientific data available supporting the limits and the ability of
industry to monitor the pollutant. In addition, the NSA filed a petition with
EPA seeking a mineral particulate exclusion from the PM2.5 standard. Although
it is not known with certainty what the applicability and scope of the new law
will be to the aggregates industry generally and thus to the Company, the
Company believes that the final regulations will not have a material adverse
effect on the Company's operations or its financial condition.

The Company has been designated a Potentially Responsible Party (a
"PRP") by the U.S. Environmental Protection Agency (the "EPA"). In August
1995, the EPA requested information regarding the disposal of polychlorinated
biphenyl ("PCB") waste during the 1980s at sites operated by PCB Treatment
Site, Inc. ("PCB Treatment"), which had facilities in Kansas City, Missouri,
and Kansas City, Kansas (the "Sites"). PCB Treatment had the proper permits to
operate the Sites. According to the EPA, PCB Treatment received waste
shipments of PCBs from more than 1,500 parties and received total shipments of
materials in excess of 25 million pounds, of which approximately 9,500 pounds
of PCB waste was shipped by the Aggregates Division of Lockheed Martin
Corporation, which is the Company's predecessor in interest. The Sites closed
in 1986.

PCB Treatment removed the waste material from the Sites but did not
complete the remediation. The EPA has identified the Sites as requiring
removal or remedial action under the federal Superfund laws. A group of PRPs,
each of whom disposed of more than 200,000 pounds of waste at the Sites, have
formed a steering committee which is conducting site assessments to further
evaluate the corrective action that will be required. It is anticipated that
the remaining work that needs to be completed involves the clean up of the
contamination in two buildings - which may require demolition of the building
structures - as well as the clean up of the surrounding soils. Based on the
expected level of remediation, total clean-up costs have been estimated by the
steering committee to be approximately $10 million to $40 million.

In a letter from the EPA, dated September 16, 1997, the Company was
designated a PRP for these Sites. Generally, PRPs that are ultimately
determined to be responsible parties are strictly liable for site clean ups and
usually agree among themselves to share, on an allocated basis, in the costs
and expenses for investigation and remediation of the hazardous materials.
Under existing environmental laws, however,

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responsible parties are jointly and severally liable and, therefore, the
Company is potentially liable for the full cost of funding such remediation.
In the event that the Company were required to fund the entire cost of such
remediation, the statutory framework provides that the Company may pursue
rights of contribution from the other PRPs. According to the steering
committee, the major contributor of waste to the Sites is the U.S. Department
of Defense. Also, there is a group of other solvent PRPs that will be
responsible for a large share of the clean-up costs based upon the individual
PRP's respective share of waste disposed of at the Sites.

Furthermore, management believes that as a result of the cost
allocation process the Company's share of clean- up costs will be minor because
the amount will be based upon the Company's share of waste disposed of at the
Sites (approximately 9,500 pounds) out of the total waste deposited at the
Sites (approximately 25 million pounds), and because the cost allocation is
expected to be shared among the more than 1,500 PRPs as identified thus far by
the EPA. Additionally, management believes any costs incurred by the Company
associated with the Sites would not have a material adverse effect on the
Company's operations or its financial condition.

In February 1998, the Georgia Department of Natural Resources ("GDNR")
determined that both the Company and the Georgia Department of Transportation
("GDOT"), which operated a former maintenance shop on the property in the
1940's and 1950's, are responsible parties for investigation and remediation at
the Company's Camak Quarry in Thomson, Georgia. The Company was designated by
virtue of its ownership of the property. GDOT was designated because it caused
a release of trichloroethene ("TCE") above its naturally occurring background
concentration in the drinking water well on site. The use of the well was
discontinued by the Company. Georgia law provides that responsible parties are
jointly and severally liable and, therefore, the Company is potentially liable
for the full cost of funding the investigation and any necessary remediation.
At this time, remediation costs have not been estimated because the preliminary
investigation defining the extent of contamination has not been initiated. In
the event that the Company is required to fund the entire cost of such
remediation, the statutory framework provides that the Company may pursue
rights of contribution from the other responsible parties. Additionally,
management believes any costs incurred by the Company associated with the sites
will not have a material adverse effect on the Company's operations or its
financial condition.

EMPLOYEES

As of March 13, 1998, the Company has approximately 5,000 employees.
Approximately 3,700 are hourly employees and approximately 1,300 are salaried
employees. Included among these employees are approximately 1,250 hourly
employees represented by labor unions. Approximately 27% 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 and other specialty products plant and the
Woodville, Ohio lime plant. The Manistee labor union contract expires in 1999
and the Woodville labor union contract expires in 2000. The Company considers
its relations with its employees to be good.

ITEM 2. PROPERTIES

AGGREGATES

As of March 13, 1998, the Company processed or shipped aggregates from
252 quarries and distribution yards in 20 states in the southeast, midwest and
central United States and in Canada and the Bahamas, of which 65 are located on
land owned by the Company free of major encumbrances, 58 are on

10
11

land owned in part and leased in part, 117 are on leased land, and 12 are on
facilities neither owned nor leased, where raw materials are removed under an
agreement.

MAGNESIA AND OTHER SPECIALTY PRODUCTS

The Magnesia Specialties Division currently operates major
manufacturing facilities in Manistee, Michigan and Woodville, Ohio, and smaller
processing plants in River Rouge, Michigan; Bridgeport, Connecticut; Mobile,
Alabama; Baton Rouge, Louisiana; 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
various chemical and refractory products.

OTHER PROPERTIES

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

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.

11
12

See also "Note N: Commitments and Contingencies" of the "Notes to
Financial Statements" on page 24 of the 1997 Annual Report and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 26 through 36 of the 1997 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 1997.

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, climatic, 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 through 7 of this Annual Report on Form 10-K,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 26 through 36 of the 1997 Annual Report and "Note A:
Accounting Policies" and "Note N: Commitments and Contingencies" of the "Notes
to Financial Statements" on pages 15 through 17 and 24, respectively, of the
Audited Consolidated Financial Statements included in the 1997 Annual Report.

12
13

EXECUTIVE OFFICERS OF THE REGISTRANT

The following sets forth certain information regarding the executive
officers of Martin Marietta Materials, Inc. as of March 13, 1998:

PRESENT POSITION YEAR ASSUMED OTHER POSITIONS AND OTHER BUSINESS
NAME AGE AT MARCH 13, 1998 PRESENT POSITION EXPERIENCE WITHIN THE LAST FIVE YEARS
- ---- --- ------------------ ----------------- -------------------------------------

Stephen P. Zelnak, Jr. 53 Chairman of the 1997 Vice Chairman of the Board of Directors
Board of Directors of Martin Marietta Materials, Inc. (1996-1997);
of Martin Marietta President, Martin Marietta Materials
Materials, Inc.; Group (1992-1993)
President and Chief 1993
Executive Officer
of Martin Marietta
Materials, Inc.;
President of Aggregates 1993
Division

Philip J. Sipling 50 Executive Vice President 1997 Senior Vice President of Martin Marietta
of Martin Marietta Materials, Inc. (1993-1997); President of
Materials, Inc.; Magnesia Specialties Division (1993-1997);
Chairman of Magnesia Vice President, Martin Marietta Aggregates
Specialties Division; Division (1989-1993)
Executive Vice President 1993
of Aggregates Division

Robert R. Winchester 60 Senior Vice President 1993 Vice President Operations,
of Martin Marietta Martin Marietta Aggregates
Materials, Inc.; Division (1982-1993)
Executive Vice President
of Aggregates Division

Bruce A. Deerson 46 Vice President and 1993 General Counsel, Martin Marietta
General Counsel Materials Group (1988-1993)

Donald J. Easterlin, III 56 Vice President, 1994 President, Hanson-Beazer, Southeast
Business Development Division (1992); President, Beazer East
(1991-1992)

Janice K. Henry 46 Vice President and 1994 Vice President, Business Mgmt.,
Chief Financial Officer; Martin Marietta Astronautics (1992-1993)
Treasurer 1996

Jonathan T. Stewart 49 Vice President, 1993 Vice President, Human Resources,
Human Resources Martin Marietta Aggregates
Division (1990-1992)

13
14

PART II

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

There were approximately 1,726 holders of record of Martin Marietta
Materials, Inc. common stock, $.01 par value, as of March 13, 1998. 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 37 of the 1997 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 38 of the 1997 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 36 of the 1997 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 37 of
the 1997 Annual Report, and that information is incorporated herein by
reference.

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

None.

14
15

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, 1997 (the "1998 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 13 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 1998
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 1998 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
1998 Proxy Statement, and that information is hereby incorporated by reference
in this Form 10-K.

15
16

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 1997 Annual Report, are
incorporated by reference into Item 8 on page 14 of this Form 10-K.
Page numbers refer to the 1997 Annual Report:

Page
----

Balance Sheet-- 12
December 31, 1997 and 1996

Statement of Earnings-- 11
Years ended December 31, 1997, 1996 and 1995

Statement of Shareholders' Equity-- 14
Years ended December 31, 1997, 1996 and 1995

Statement of Cash Flows-- 13
Years ended December 31, 1997, 1996 and 1995

Notes to Financial Statements-- 15 through 25
Years ended December 31, 1997, 1996, and 1995

(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................... 21

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 1997
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 American Aggregates Corporation and subsidiary's
independent auditors with respect to the American Aggregates
Corporation and subsidiary's financial statements as of March 31, 1997
and 1996, and for two years then ended which independent auditors'
report is hereby incorporated by

16
17

reference in this Form 10-K. The consent of American Aggregates
Corporation and subsidiary's 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 18
through 20 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

None.

17
18

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
(incorporated by reference to Exhibit 4.02 to the Martin Marietta Materials,
Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 1996)
4.03 --Article I of the Company's Restated Bylaws, as amended (incorporated by reference
to Exhibit 4.03 to the Martin Marietta Materials, Inc. Annual Report on
Form 10-K for the fiscal year ended December 31, 1996)
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))
4.06 --Form of Martin Marietta Materials, Inc. 6.9% Notes due 2007 (incorporated by reference
to Exhibit 4(a)(i) to the Martin Marietta Materials, Inc. registration statement
on Form S-3 (SEC on 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)

18
19

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 (incorporated by reference to Exhibit 10.06 to the Martin
Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 1996)
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 (incorporated by reference to Exhibit 10.10 to the Martin Marietta Materials, Inc.
Annual Report on Form 10-K for the fiscal year ended December 31, 1996)**
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 the
Martin Marietta Materials, Inc. Form 10-Q for the quarter ended June 30, 1995)**
10.14 --Amendment No. 1 to the Martin Marietta Materials, Inc. Incentive Stock Plan (incorporated
by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Form 10-Q for the quarter ended
September 30, 1997)**
10.15 --Revolving Credit Agreement dated May 27, 1997 among the Company and Morgan Guaranty Trust Company of New
York, as Agent Bank (incorporated by reference to Exhibit 99.3 to the Martin Marietta Materials, Inc.
Current Report on Form 8-K, filed with the Commission on June 12, 1997)

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

19
20

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

*12.01 --Computation of ratio of earnings to fixed charges for the year ended December 31, 1997
*13.01 --Martin Marietta Materials, Inc. 1997 Annual Report to Shareholders, portions of which are incorporated by
reference in this Form 10-K. Those portions of the 1997 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 Deloitte & Touche LLP, Independent Auditors for American Aggregates Corporation and subsidiary
*24.01 --Powers of Attorney (included in this Form 10-K at page 22)
*27.01 --Financial Data Schedule (for Securities and Exchange Commission use only)
*27.02 --Financial Data Schedule (for Securities and Exchange Commission use only)
*27.03 --Financial Data Schedule (for Securities and Exchange Commission use only)
*27.04 --Financial Data Schedule (for Securities and Exchange Commission use only)
*27.05 --Financial Data Schedule (for Securities and Exchange Commission use only)
*27.06 --Financial Data Schedule (for Securities and Exchange Commission use only)
*27.07 --Financial Data Schedule (for Securities and Exchange Commission use only)
*27.08 --Financial Data Schedule (for Securities and Exchange Commission use only)

Other material incorporated by reference:
Martin Marietta Materials, Inc.'s 1998 Proxy Statement filed pursuant
to Regulation 14A, portions of which are incorporated by reference in
this Form 10-K. Those portions of the 1998 Proxy Statement which are
not incorporated by reference shall not be deemed to be "filed" as
part of this report.

__________________
*Filed herewith

20
21

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, 1997

Allowance for doubtful accounts . . . . $ 2,950 $ 411 $ 1,733(a) $ 305(d) $ 4,789
Allowance for affiliates receivable . . -- -- -- -- --
Inventory valuation allowance . . . . . 6,078 556 537(a) -- 7,171
Amortization of intangible assets . . . 22,044 7,926 -- 325(b) 29,464
181(c)

YEAR ENDED DECEMBER 31, 1996

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

YEAR ENDED DECEMBER 31, 1995

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

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

21
22

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 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 27, 1998

22
23

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/ Stephen P. Zelnak, Jr. Chairman of the Board, March 27, 1998
- -------------------------------------- President and Chief Executive
Stephen P. Zelnak, Jr. Officer

/s/ Janice K. Henry Vice President, Chief March 27, 1998
- -------------------------------------- Financial Officer and
Janice K. Henry Treasurer

/s/ Edward D. Miles Vice President, Controller March 27, 1998
- -------------------------------------- and Chief Accounting Officer
Edward D. Miles

/s/ Richard G. Adamson Director March 27, 1998
- --------------------------------------
Richard G. Adamson

/s/ Marcus C. Bennett Director March 27, 1998
- --------------------------------------
Marcus C. Bennett

/s/ Bobby F. Leonard Director March 27, 1998
- --------------------------------------
Bobby F. Leonard

/s/ William E. McDonald Director March 27, 1998
- --------------------------------------
William E. McDonald

/s/ Frank H. Menaker, Jr. Director March 27, 1998
- --------------------------------------
Frank H. Menaker, Jr.

/s/ James M. Reed Director March 27, 1998
- --------------------------------------
James M. Reed

/s/ William B. Sansom Director March 27, 1998
- --------------------------------------
William B. Sansom

/s/ Richard A. Vinroot Director March 27, 1998
- --------------------------------------
Richard A. Vinroot

23
24

EXHIBITS

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
(incorporated by reference to Exhibit 4.02 to the Martin Marietta Materials,
Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 1996)
4.03 --Article I of the Company's Restated Bylaws, as amended (incorporated by reference to
Exhibit 4.03 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K
for the fiscal year ended December 31, 1996)
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))
4.06 --Form of Martin Marietta Materials, Inc. 6.9% Notes due 2007 (incorporated by reference
to Exhibit 4(a)(i) to the Martin Marietta Materials, Inc. registration statement
on Form S-3 (SEC on 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)

24
25

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 (incorporated by reference to
Exhibit 10.06 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K
for the fiscal year ended December 31, 1996)
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 (incorporated by reference to Exhibit 10.10 to the Martin Marietta Materials,
Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 1996)**
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 the Martin Marietta Materials, Inc. Form 10-Q for the quarter ended
June 30, 1995)**
10.14 --Amendment No. 1 to the Martin Marietta Materials, Inc. Incentive Stock Plan (incorporated
by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Form 10-Q for
the quarter ended September 30, 1997)**
10.15 --Revolving Credit Agreement dated May 27, 1997 among the Company and Morgan Guaranty Trust
Company of New York, as Agent Bank (incorporated by reference to Exhibit 99.3 to the
Martin Marietta Materials, Inc. Current Report on Form 8-K, filed with the Commission
on June 12, 1997)

__________________
**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, 1997
*13.01 --Martin Marietta Materials, Inc. 1997 Annual Report to Shareholders, portions of which are
incorporated by reference in this Form 10-K. Those portions of the 1997 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 Deloitte & Touche LLP, Independent Auditors for American Aggregates
Corporation and subsidiary
*24.01 --Powers of Attorney (included in this Form 10-K at page 22)
*27.01 --Financial Data Schedule (for Securities and Exchange Commission use only)
*27.02 --Financial Data Schedule (for Securities and Exchange Commission use only)
*27.03 --Financial Data Schedule (for Securities and Exchange Commission use only)
*27.04 --Financial Data Schedule (for Securities and Exchange Commission use only)
*27.05 --Financial Data Schedule (for Securities and Exchange Commission use only)
*27.06 --Financial Data Schedule (for Securities and Exchange Commission use only)
*27.07 --Financial Data Schedule (for Securities and Exchange Commission use only)
*27.08 --Financial Data Schedule (for Securities and Exchange Commission use only)

__________________
*Filed herewith