1998
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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]

For the fiscal year ended DECEMBER 31, 1998

[ ] 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) New York Stock Exchange
(including 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
--- ---

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 12, 1999 as published in the Wall Street
Journal) held by non-affiliates of the Company was $1,731,699,736. 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 12, 1999 as follows:

Common Stock (par value $.01 per share) 46,641,549 shares

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Martin Marietta Materials, Inc. 1999 Proxy Statement are
incorporated by reference into Part III.

Portions of the Martin Marietta Materials, Inc. 1998 Annual Report to
Shareholders are incorporated by reference into Parts I, II and IV.

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TABLE OF CONTENTS

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

Item 2 Properties.........................................................................13

Item 3 Legal Proceedings..................................................................13

Item 4 Submission of Matters to a Vote of Security Holders................................14

Forward Looking Statements - Safe Harbor Provisions.........................................15

Executive Officers of the Registrant........................................................16

PART II

Item 5 Market for the Registrant's Common Equity and Related Stockholder Matters..........17

Item 6 Selected Financial Data............................................................17

Item 7 Management's Discussion and Analysis of Financial Condition and Results
of Operations......................................................................17

Item 7A Qualitative And Quantitative Disclosures About Market Risk.........................17

Item 8 Financial Statements and Supplementary Data........................................18

Item 9 Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure...............................................................18

PART III

Item 10 Directors and Executive Officers of the Registrant.................................19

Item 11 Executive Compensation.............................................................19

Item 12 Security Ownership of Certain Beneficial Owners and Management.....................19

Item 13 Certain Relationships and Related Transactions.....................................19

PART IV

Item 14 Exhibits, Financial Statements, Financial Statement Schedules and
Reports on Form 8-K................................................................20

Signatures..................................................................................26

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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 1998, the Company's
aggregates business accounted for 87% of the Company's total revenues and the
Company's magnesia-based products segment accounted for 13% 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 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 or sales to nonconstruction aggregate markets,
including the chemical, steel, cement, utility desulfurization, 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

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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
Indianapolis, Cincinnati, Dayton and Columbus.

On December 4, 1998, the Company acquired the common stock of Redland
Stone Products Company ("Redland Stone") from an affiliate of Lafarge SA for
$272 million in cash plus normal balance sheet liabilities, subject to certain
post-closing adjustments relating to working capital, plus approximately $8
million estimated for certain other assumed liabilities and transaction costs.
The Company did not assume any long-term debt of Redland Stone. Redland Stone is
the leading producer of aggregates and asphaltic concrete in the state of Texas
and has mineral reserves which exceed 1.0 billion tons. Redland Stone serves the
San Antonio, Houston and south Texas areas. Aggregates production in 1998 for
Redland Stone was approximately 14 million tons, asphaltic concrete production
was approximately 3 million tons and revenue was approximately $131 million.
Redland Stone expanded the Aggregates division's business by adding operating
facilities in the southwest United States, expanding the Company's presence in
the asphalt production business and adding significant long-term mineral reserve
capacity.

As of October 31, 1998, the Company purchased an initial 14% interest
in the business of Meridian Aggregates Company ("Meridian"). The transaction
provides a mechanism for the Company to purchase the remaining interest in
Meridian at a predetermined formula price within five years, and the Meridian
investors may require the Company to purchase their interests beginning December
31, 2000, or earlier in the event of the death of an investor. Meridian operates
26 aggregates production facilities and eight rail-served distribution yards in
11 states in the southwestern and western United States with approximately 1.4
billion tons of mineral reserves. Meridian's revenue in 1998 was approximately
$146 million on sales of over 23 million tons.

The Company announced in February 1997 that it had entered into
agreements giving the Company rights to commercialize certain 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, marine applications and other
structures. The Company has also developed and commercialized a laser device
that is 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. The Company continued its research and development
activities during 1998 in these new product areas, and began manufacturing and
marketing certain of the products beginning in late 1997 through 1998. These
technologies, if fully developed by the Company, would complement and expand the
Company's business; however, there can be no assurance that any of the
technologies will become profitable.

BUSINESS SEGMENT INFORMATION

The Company operates in two reportable business segments. These
segments are aggregates products and magnesia-based, chemicals and dolomitic
lime 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, 1998 is included in "Management's Discussion and Analysis of
Financial Condition and Results of

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Operations" on pages 34 through 36 of the Company's 1998 Annual Report to
Shareholders (the "1998 Annual Report"), which information is incorporated
herein by reference.

AGGREGATES

The Company's aggregates segment processes and sells granite,
sandstone, limestone, sand and gravel and other aggregates products for use in
all sectors of the public infrastructure, commercial and residential
construction industries. The Company is the United States' second largest
producer of aggregates. In 1998, the Company shipped approximately 149 million
tons of aggregates primarily to customers in 24 southeastern, southwestern,
midwestern and central states, generating net sales and earnings from operations
of $920.8 million and $184.6 million, respectively. In 1998, approximately 84%
of the aggregates shipped by the Company were crushed stone, primarily granite
and limestone, and approximately 16% were sand and gravel.

The Aggregates division markets its products primarily to the
construction industry, with approximately one-half of its shipments made to
contractors in connection with highway and other public infrastructure projects
and the balance of its shipments made primarily to contractors in connection
with commercial and residential construction projects. As a result of dependence
upon the construction industry, the profitability of aggregates producers is
sensitive to national, regional and local economic conditions, and particularly
to cyclical swings in construction spending, which is affected by fluctuations
in interest rates, and demographic and population shifts and to changes in the
level of infrastructure spending funded by the public sector. The Company's
aggregates business is concentrated principally in the southeast, southwest,
midwest and central states. Aggregates products are sold and shipped from a
network of approximately 300 quarries and distribution facilities in more than
20 states, although the Company's five largest shipment states account for
approximately 60% of total shipments. The Company's business is accordingly
affected by the economies in these regions. 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 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"). In addition, the Company's recent
acquisitions have expanded its ability to ship by rail. Accordingly, in addition
to increasing the Company's geographic presence through acquisitions, the
Company has also enhanced its reach through its ability to provide
cost-effective coverage of certain coastal markets on the east coast and
reaching as far as Texas, and to ship products in and to Canada, the Caribbean
and parts of South America, as well as to additional geographic areas which can
be accessed economically by its expanded distribution system.

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 and several
other smaller acquisitions in the north central region of the United States,
more of the Company's aggregates operations have exposure to weather-related
risk during the winter months. The division's operations that are concentrated
principally in the north central region of the Midwest generally experience more
severe winter weather conditions than the division's operations in

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the South. 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,
shipments from an individual quarry are 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. The Company's
distribution system mainly uses trucks. Access to a lower-cost, extensive river
barge and ocean vessel network was provided as a result of certain acquisitions
made by the Company, including the Dravo Acquisition and the Canadian
Acquisition. The Redland Stone transaction enables the Company to extend its
reach through increased access to rail transportation.

Historically, the Company has focused on the production of aggregates
and has not integrated vertically in a substantial manner into other
construction materials businesses. The Company's purchase of Redland Stone in
1998 included asphalt production and ready mixed concrete operations for roads
and other commercial uses, which accounts for approximately 60% of the Redland
Stone operation's sales. In addition, the Company purchased Mid-State
Construction & Materials in 1998 with sales in Louisiana, Arkansas and Texas,
which included four ready mixed concrete plants, three asphalt plants and a
small construction company, that establishes a vertically integrated position in
these geographical areas.

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 material 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 SPECIALTIES

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, sulfur
dioxide scrubbing and acid neutralization. In 1998, the Company's Magnesia
Specialties division generated net sales of $136.9 million and earnings from
operations of $11.9 million. Magnesia Specialties' refractory and dolomitic lime
products are sold primarily to the steel industry.

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Accordingly, the division's profitability depends on the production of steel and
the related marketplace, and a significant portion of the division's product
pricing structure is affected by current economic conditions within the steel
industry.

In 1998, global steel industry conditions negatively impacted the
division's major product areas. Economic uncertainties in Asia resulted in a
high level of imports from Asian steelmakers. The increased Asian imports
negatively impacted domestic and worldwide levels of steel production and prices
and, consequently, had a negative impact on the division's lime and refractory
products areas. In addition, the devaluation of the Russian currency, coupled
with economic instability in Brazil, resulted in an influx of imports from these
countries atop already increased steel imports from Asia. Coupled with declines
in demand, the division continued to experience competitive pricing pressure.
Further, the division experienced receivables losses from bankruptcies in the
steel related marketplace during 1998. Also, the division, as a result of
domestic and foreign competitive pressure and industry consolidation in the
refractory brick market, lost two of its major periclase customers. Economic
uncertainty in Asia also reduced sales of the division's industrial-chemicals
products in that part of the world. Despite yielding to pricing concessions, as
the year progressed, the division lost more chemicals sales to Pacific Rim
suppliers that were selling products at prices that the division chose not to
match. The intensified pressure also affected the division's chemicals sales in
the United States and Europe, as its chemicals customers were unable to export
their finished goods into the Asian Market.

The principal raw materials used in the Company's Magnesia Specialties
division's products are dolomitic lime, brine and imported magnesia. Management
believes that its reserves of dolomitic limestone to produce dolomitic lime and
its reserves of brine are sufficient to permit production at present operational
levels for the foreseeable future. The supply of natural and synthetic magnesia
is abundant worldwide. In 1998, 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 Specialties division's
products upon receipt of orders or requests from customers. Accordingly, there
is no significant backlog information. Inventory for the Magnesia Specialties
division's 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 12, 1999, the Company owns, has the right to use, or has
pending applications for approximately 84 patents pending or granted by the
United States and various countries and approximately 97 trademarks related to
its Magnesia Specialties business and its developing technologies 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.

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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 tends to be limited to producers in proximity to the
Company's individual production facilities. Although all of the Company's
locations experience competition, the Company believes that it is generally a
leading producer in the 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 five producers account for less than
25% 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, and its
increased access to rail transportation as a result of the Redland Stone
transaction, has enhanced the Company's ability to compete in certain extended
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 areas. 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 Alpine Group, 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 $20.5 million in sales in 1998
(representing approximately 15% of total sales of the Magnesia Specialties
segment) principally in Canada, Mexico, the United Kingdom, Germany and Korea.
The Magnesia Specialties division's sales to foreign customers were $24.1
million in 1997 and $19.2 million in 1996.

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RESEARCH AND DEVELOPMENT

The Company conducts research and development activities for its
Magnesia Specialties 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 $3.1 million in 1998, $3.4 million in 1997 and $1.9 million in
1996 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 13
of this Form 10-K and "Note M: Commitments and Contingencies" of the "Notes to
Financial Statements" on page 26 and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 27 through 40 of the
1998 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

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owners. The Company maintains a centralized blasting function for its quarry
operations, and has established policies 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.

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 certain of its magnesium oxide products. In 1986, the U.S.
Environmental Protection Agency (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 (the
"DEQ") reviewed information submitted by the Company to determine the
appropriate classification of the pile. In 1998 the DEQ classified the pile as
"low hazard industrial waste." Accordingly, the Company is required to obtain an
appropriate license for the continued storage of these recyclable materials and
to perform certain modifications that will 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 ("OEPA") has
promulgated regulations that apply to the disposal of LKD. The Company executed
an administrative order with the OEPA on November 24, 1997 requiring the Company
to submit a permit application for a landfill by May 1998, which was duly
submitted. The Company, along with other lime producers, has had certain
discussions with the OEPA, which is in the process of reviewing the applications
and the regulations to determine if changes to the current scope of the
regulations are appropriate. 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

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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 Specialties segment's operations.

The Clean Air Act Amendments of 1990 require the EPA to develop
regulations for a broad spectrum of industrial sectors that emit hazardous air
pollutants, including lime manufacturing. The new standards to be established
would require plants to install feasible control equipment for certain hazardous
air pollutants, thereby significantly reducing air emissions. The Company is
actively participating with other lime manufacturers in working with the EPA to
define test protocols, better define the scope of the standards, determine the
existence and feasibility of various technologies, and develop realistic
emission limitations and continuous emissions monitoring/reporting requirements
for the lime industry. The EPA has conducted testing at lime manufacturing
facilities located in Alabama, Texas and Ohio, including the Company's Woodville
facility, the preliminary results of which are expected to be discussed with the
EPA in 1999. The current deadline for establishing the technology-based
standards for the industry is November 15, 2000. The Company will not be able to
determine the applicability of the new regulations or the cost associated with
any required standards until the emission standards are adopted. The Company
believes that any costs associated with the upgrade and/or replacement of
equipment required to comply with the new regulations 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 Specialties
segment's operations.

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
the 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.

In a letter from the EPA, dated September 16, 1997, the Company was
designated a Potentially Responsible Party (a "PRP") with respect to certain
sites operated by PCB Treatment Site, Inc., which had facilities in Kansas City,
Missouri and Kansas City, Kansas (the "Sites") where the Company's predecessor
in interest disposed of polychlorinated biphenyl waste during the 1980's. On
February 18, 1999, the Company agreed to an Administrative Order of Consent
pursuant to which it agreed to pay $1,520 in full and complete settlement of any
liability it may have with respect to the Sites.

In February 1998, the Georgia Department of Natural Resources ("GDNR")
determined that both the Company and the Georgia Department of Transportation
("GDOT") are responsible parties for investigation and remediation at the
Company's Camak Quarry in Thomson, Georgia, due to the discovery of
trichloroethene ("TCE") above its naturally occurring background concentration
in a drinking water well on site. The Company provided the GDNR with information
indicating that the

11
12

source of the release was either from an asphalt plant that was on the site in
the early 1970's or from a maintenance shop that was operated on the property in
the 1940's and 1950's before the Company purchased the property. The Company was
designated by virtue of its ownership of the property. GDOT was designated
because it historically used and disposed of TCE at the site for testing
asphalt. The use of the well was discontinued by the Company. The Company has
entered into a Consent Order with GDNR to conduct an environmental assessment of
the site and file a report of the findings on or before July 1, 1999. The need
for corrective action will be evaluated after the assessment is completed. The
Company and GDOT have signed an agreement to share evenly the costs of the
assessment work and are in the process of hiring a consultant to do the work. At
this time, remediation costs have not been estimated because the preliminary
investigation defining the extent of contamination has not been initiated.
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. If 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. Management believes any costs incurred by the Company associated with
the site will not have a material adverse effect on the Company's operations or
its financial condition.

In December 1998, the GDNR determined that the Company, the GDOT and
two other parties which operated an asphalt plant are responsible parties for
investigation and remediation at the Company's Ruby Quarry in Macon, Georgia.
The Company was designated by virtue of its ownership of the property. GDOT was
designated because it caused a release of TCE above its naturally occurring
background concentration in the groundwater at the site. The two other parties
were designated because both entities operated the asphalt plant at the site.
The groundwater contamination was discovered when the Company's tenant vacated
the premises and environmental testing was conducted. At this time, remediation
costs have not been estimated because the preliminary investigation defining the
extent of contamination has not been initiated. GDNR has requested the
responsible parties to conduct an environmental assessment of the site and file
a report on or before June 30, 1999. The Company and GDOT have signed an
agreement to share the costs of the assessment work and are in the process of
negotiating agreements with the two other parties. Management believes any costs
incurred by the Company associated with the site will not have a material
adverse effect on the Company's operations or its financial condition.

EMPLOYEES

As of March 12, 1999, the Company has approximately 5,700 employees.
Approximately 4,200 are hourly employees and approximately 1,500 are salaried
employees. Included among these employees are approximately 900 hourly employees
represented by labor unions. Approximately 15% of the Company's Aggregates
division's hourly employees are members of a labor union, while 96% 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 August 1999 and the Woodville labor
union contract expires in 2000. During the 1995 labor negotiations at the
previous renewal of the Manistee labor union contract, the Magnesia Specialties
division experienced a labor strike that adversely affected its earnings. The
Company considers its relations with its employees to be good.

12
13

ITEM 2. PROPERTIES

AGGREGATES

As of March 12, 1999, the Company processed or shipped aggregates from
279 quarries and distribution yards in 22 states in the southeast, southwest,
midwest and central United States and in Canada and the Bahamas, of which 77 are
located on land owned by the Company free of major encumbrances, 58 are on land
owned in part and leased in part, 131 are on leased land, and 13 are on
facilities neither owned nor leased, where raw materials are removed under an
agreement. In addition, the Company processed and shipped ready mixed concrete
and asphalt products from 16 properties in 3 states in the southern United
States, of which 10 are located on land owned by the Company free of major
encumbrances and 6 are on leased land. At 8 of these locations, aggregates
products are also processed or shipped.

MAGNESIA SPECIALTIES

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, 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 agreed in 1999 to the terms of a settlement of any
liability it may have with respect to litigation in the State District Court of
Morris County, Texas, James Fowler, Jr. v. Union

13
14

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
involved 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 Company agreed to pay $100,000 in accordance with the
settlement.

See also "Note M: Commitments and Contingencies" of the "Notes to
Financial Statements" on page 26 of the 1998 Annual Report and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 27 through 40 of the 1998 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 1998.

14
15

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 8 of this Annual Report on Form 10-K, "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 27 through 40 of the 1998 Annual Report and "Note A: Accounting Policies"
and "Note M: Commitments and Contingencies" of the "Notes to Financial
Statements" on pages 16 through 18 and 26, respectively, of the Audited
Consolidated Financial Statements included in the 1998 Annual Report.

15
16

EXECUTIVE OFFICERS OF THE REGISTRANT

The following sets forth certain information regarding the executive
officers of Martin Marietta Materials, Inc. as of March 12, 1999:

Present Position Year Assumed Other Positions and Other Business
Name Age at March 12 , 1999 Present Position Experience Within the Last Five Years
---- --- ------------------ ----------------- -------------------------------------

Stephen P. Zelnak, Jr. 54 Chairman of the 1997 Vice Chairman of the Board of Directors
Board of Directors of Martin Marietta Materials, Inc. (1996-1997)
of Martin Marietta
Materials, Inc.;
President and Chief 1993
Executive Officer
of Martin Marietta
Materials, Inc.;
President of Aggregates 1993
Division

Philip J. Sipling 51 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 1997
Specialties Division;
Executive Vice President 1993
of Aggregates Division

Robert R. Winchester 61 Senior Vice President 1993
of Martin Marietta
Materials, Inc.;
Executive Vice President 1993
of Aggregates Division

Janice K. Henry 47 Senior Vice President; 1998 Vice President, Martin Marietta Materials, Inc.
Chief Financial Officer; 1994 (1994-1998)
Treasurer 1996

Bruce A. Deerson 47 Vice President and 1993 Corporate Secretary (1993 - 1997)
General Counsel

Donald J. Easterlin, III 57 Vice President, 1994
Business Development

Jonathan T. Stewart 50 Vice President, 1993
Human Resources

16
17

PART II

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

There were approximately 1,624 holders of record of Martin Marietta
Materials, Inc. Common Stock, $.01 par value, as of March 12, 1999. 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 41 of the 1998 Annual
Report, and that information is incorporated herein by reference.

On December 7, 1998, the Company sold $200,000,000 aggregate principal
amount of 5.875% Notes due 2008 (the "Notes") to Goldman, Sachs & Co., J.P.
Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, as initial
purchasers (the "Initial Purchasers"). Aggregate discounts and commissions to
the Initial Purchasers were $2,326,000. The Notes were sold to the Initial
Purchasers in a transaction not involving a public offering in reliance on the
exemption from registration provided by Section 4(2) of the Securities Act of
1933 and Rule 144A. The Notes are exchangeable into registered notes with
substantially identical terms pursuant to an Offer to Exchange by the Company
pursuant to a registration statement on Form S-4 (Registration No. 333-71793),
effective February 18, 1999.

ITEM 6. SELECTED FINANCIAL DATA

The information required in response to this Item 6 is included under
the caption "Five Year Summary" on page 42 of the 1998 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 27 through 40 of the 1998 Annual Report, and
that information is incorporated herein by reference.

ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

The Company does not hold or issue derivative financial instruments for
trading purposes. The Company, from time to time, uses on a limited basis
derivative financial instruments to manage its exposure to fluctuations in
interest rates and foreign exchange rates. The aggregate value of derivative
financial instruments held or issued by the Company is not material to the
Company nor is the market risk posed. For additional discussion of the Company's
market risk see "Management's Discussion and Analysis of Financial Condition and
Results of Operations, Capital Structure and Resources" on pages 37 and 38 of
the 1998 Annual Report and "Note A: Accounting Policies, Derivative Financial
Instruments and Accounting Changes" of the Notes to Consolidated Financial
Statements on pages 17

17
18

and 18 of the Audited Consolidated Financial Statements included in the 1998
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 "Consolidated Statement of Earnings," "Consolidated Balance Sheet,"
"Consolidated Statement of Cash Flows," "Consolidated 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 12 through 41 of the 1998 Annual Report, and that
information is incorporated herein by reference.

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

None.

18
19

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, 1998 (the "1999 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 16 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 1999 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 1999 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
1999 Proxy Statement, and that information is hereby incorporated by reference
in this Form 10-K.

19
20

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 consolidated financial statements of Martin Marietta
Materials, Inc. and consolidated subsidiaries, included in the 1998
Annual Report, are incorporated by reference into Item 8 on page 18 of
this Form 10-K. Page numbers refer to the 1998 Annual Report:

Page

Consolidated Balance Sheet-- 13
December 31, 1998 and 1997

Consolidated Statement of Earnings-- 12
Years ended December 31, 1998, 1997 and 1996

Consolidated Statement of Shareholders' Equity-- 15
Years ended December 31, 1998, 1997 and 1996

Consolidated Statement of Cash Flows-- 14
Years ended December 31, 1998, 1997 and 1996

Notes to Financial Statements-- 16 through 26

(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..............25

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 1998
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 34 of this
Form 10-K.

20
21

The report of Redland Stone Products Company and subsidiaries'
independent auditors with respect to the Redland Stone Products Company
and subsidiaries' financial statements as of December 31, 1997, and for
the year then ended, which independent auditors' report is hereby
incorporated by reference in this Form 10-K. The consent of Redland
Stone Products Company and subsidiaries' independent auditors appears
on page 35 of this Form 10-K.

(3) Exhibits

The list of Exhibits on the accompanying Index of Exhibits on pages 22
through 24 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 asterisks.

(b) Reports on Form 8-K

The Company filed Current Reports on Form 8-K on October 9, 1998,
December 18, 1998 (as amended by the Company's Current Report on Form 8-K/A
filed on February 17, 1999) and February 2, 1999.

21
22

Exhibit
No.
- -------

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))

4.07 --Exchange and Registration Rights Agreement dated December 2, 1998 by
and among Martin Marietta Materials, Inc., Goldman, Sachs & Co.,
J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated
(incorporated by reference to Exhibit 4.07 to the Martin Marietta
Materials, Inc. registration statement on Form S-4 (SEC
Registration No. 333-71793))

4.08 --Indenture dated as of December 7, 1998 between Martin Marietta
Materials, Inc. and First Union National Bank (incorporated by
reference to Exhibit 4.08 to the Martin Marietta Materials, Inc.
registration statement on Form S-4 (SEC Registration No.
333-71793))

4.09 --Form of Martin Marietta Materials, Inc. 5.875% Note due December 1,
2008 (incorporated by reference to Exhibit 4.09 to the Martin
Marietta Materials, Inc. registration statement on Form S-4 (SEC
Registration No. 333-71793))

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))

22
23

Exhibit
No.
- -------

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)

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. 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)**

10.08 --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)**

10.09 --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)**

10.10 --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)**

10.11 --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)**

10.12 --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)**

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

23
24

Exhibit
No.
- -------

10.13 --Martin Marietta Materials, Inc. Amended and Restated Stock-Based
Award Plan (incorporated by reference to Exhibit 10.01 to the
Martin Marietta Materials, Inc. Form 10-Q for the quarter ended
March 31, 1998)**

10.14 --Martin Marietta Materials, Inc. Amended and Restated Omnibus
Securities Award Plan (incorporated by reference to Exhibit 10.02
to the Martin Marietta Materials, Inc. Form 10-Q for the quarter
ended March 31, 1998)**

10.15 --Revolving Credit Agreement dated as of December 3, 1998 among Martin
Marietta Materials, Inc. 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 December 18, 1998)

10.16 --Amendment No. 1 to the Credit Agreement dated as of October 16, 1998
among Martin Marietta Materials, Inc. and Morgan Guaranty Trust
Company of New York, as Agent Bank (incorporated by reference to
Exhibit 99.4 to the Martin Marietta Materials, Inc. Current
Report on Form 8-K, filed with the Commission on December 18,
1998)

10.17 --Amendment No. 2 to the Credit Agreement dated as of December 3, 1998
among Martin Marietta Materials, Inc. and Morgan Guaranty Trust
Company of New York, as Agent Bank (incorporated by reference to
Exhibit 99.5 to the Martin Marietta Materials, Inc. Current
Report on Form 8-K, filed with the Commission on December 18,
1998)

*12.01 --Computation of ratio of earnings to fixed charges for the year ended
December 31, 1998

*13.01 --Martin Marietta Materials, Inc. 1998 Annual Report to Shareholders,
portions of which are incorporated by reference in this
Form 10-K. Those portions of the 1998 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 PricewaterhouseCoopers, LLP, Independent Auditors for
Redland Stone Products Company and subsidiaries

*24.01 --Powers of Attorney (included in this Form 10-K at page 26)

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

Other material incorporated by reference:

Martin Marietta Materials, Inc.'s 1999 Proxy Statement filed pursuant to
Regulation 14A, portions of which are incorporated by reference in this
Form 10-K. Those portions of the 1999 Proxy Statement which are not
incorporated by reference shall not be deemed to be "filed" as part of this
report.

- ------------------
*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

24
25

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, 1998

Allowance for doubtful accounts ... $ 4,789 $ 35 $ 500(a) $ 894(d) $ 4,430
Allowance for affiliates receivable -- -- -- -- --
Inventory valuation allowance ..... 7,171 1,278 -- -- 8,449
Amortization of intangible assets . 29,464 11,599 2,430(a) 338(b) 42,511
644(c)

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

(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.

25
26

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 24, 1999

26
27

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 24, 1999
- ------------------------------------ President and Chief Executive
Stephen P. Zelnak, Jr. Officer

/s/Janice K. Henry Senior Vice President, Chief March 24, 1999
- ------------------------------------ Financial Officer, Treasurer
Janice K. Henry and Chief Accounting Officer

/s/Richard G. Adamson Director March 24, 1999
- ------------------------------------
Richard G. Adamson

/s/Marcus C. Bennett Director March 24, 1999
- ------------------------------------
Marcus C. Bennett

/s/Bobby F. Leonard Director March 24, 1999
- ------------------------------------
Bobby F. Leonard

/s/William E. McDonald Director March 24, 1999
- ------------------------------------
William E. McDonald

/s/Frank H. Menaker, Jr. Director March 24, 1999
- ------------------------------------
Frank H. Menaker, Jr.

/s/James M. Reed Director March 24, 1999
- ------------------------------------
James M. Reed

/s/William B. Sansom Director March 24, 1999
- ------------------------------------
William B. Sansom

/s/Richard A. Vinroot Director March 24, 1999
- ------------------------------------
Richard A. Vinroot

27
28

EXHIBITS

Exhibit
No.
- -------

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))

28
29

Exhibit
No.
- -------

10.11 --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)**

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

29
30

Exhibit
No.
- -------

*12.01 --Computation of ratio of earnings to fixed charges for the year ended
December 31, 1998

*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 PricewaterhouseCoopers, LLP, Independent Auditors for
Redland Stone Products Company and subsidiaries

*24.01 --Powers of Attorney (included in this Form 10-K at page 26)

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

Other material incorporated by reference:

- ------------------
*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