August  8, 2000



Bruce A. Deerson
Martin Marietta Materials
2710 Wycliff Road
Raleigh, NC  27607


RE:        Amended Schedule 13G


Enclosed pursuant to Rule 13d-2(b) under the Securities  Exchange Act of 1934 is
a report on Schedule  13G  reporting  beneficial  ownership  at July 31, 2000 by
American  Express Company and American Express  Financial  Corporation in Common
stock of Martin Marietta Materials.


Sincerely,



Steve Turbenson
Director - External Reports and Tax




Enclosure






                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                  SCHEDULE 13G


                  Under the Securities and Exchange Act of 1934



                            Martin Marietta Materials
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Amendment #2

                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)



                                   573284-10-6
- --------------------------------------------------------------------------------
                                 (CUSIP Number)






The  information  required in the remainder of this cover page (except any items
to which the form provides a cross-reference)  shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities  Exchange Act of 1934 ("Act") or
otherwise  subject to the  liabilities  of that  section of the Act but shall be
subject to all other provisions of the Act.








                              CUSIP NO. 573284-10-6


1)     Name of Reporting Person     American Express Company

       S.S. or I.R.S. Identification          IRS No. 13-49222
       No. of Above Person

- --------------------------------------------------------------------------------

2)     Check the Appropriate Box         (a)
       if a Member of a Group            (b) X - Joint filing
- --------------------------------------------------------------------------------
3)     SEC Use Only

- --------------------------------------------------------------------------------

4)     Citizenship or Place of Organization        New York

     NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH
        (5) Sole Voting Power                      -0-
        (6) Shared  Voting Power                18,050
        (7) Sole Dispositive Power                 -0-
        (8) Shared Dispositive Power         1,796,792
- ----------------------------------------------------------------------
9)     Aggregate Amount Beneficially
       Owned by Each Reporting Person        1,796,792

- --------------------------------------------------------------------------------

10)    Check if the Aggregate Amount in
       Row (9) Excludes Certain Shares      Not Applicable

- --------------------------------------------------------------------------------
11)    Percent of Class Represented by
       Amount In Row (9)                    3.8 %

- --------------------------------------------------------------------------------

12)    Type of Reporting Person             CO, HC

- --------------------------------------------------------------------------------






                              CUSIP NO. 573284-10-6


1)     Name of Reporting Person     American Express Financial Corporation

       S.S. or I.R.S. Identification           IRS No. 13-3180631
       No. of Above Person

- --------------------------------------------------------------------------------
2)     Check the Appropriate Box             (a)
       if a Member of a Group                (b) X - Joint Filing


- --------------------------------------------------------------------------------

3)     SEC Use Only

- --------------------------------------------------------------------------------
4)     Citizenship or Place of Organization         Delaware

   NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
       (5) Sole Voting Power                      -0-
       (6) Shared Voting Power                 18,050
       (7) Sole Dispositive Power                 -0-
       (8) Shared Dispositive Power         1,796,792

- --------------------------------------------------------------------------------
9)     Aggregate Amount Beneficially
       Owned by Each Reporting Person       1,796,792

- --------------------------------------------------------------------------------
10)    Check if the Aggregate Amount in
       Row (9) Excludes Certain Shares      Not Applicable

- --------------------------------------------------------------------------------

11)    Percent of Class Represented by
       Amount In Row (9)                    3.8%

- --------------------------------------------------------------------------------

12)    Type of Reporting Person             CO, IA

- --------------------------------------------------------------------------------





1(a) Name of Issuer:                    Martin Marietta Materials

1(b) Address of Issuer's Principal      2710 Wycliff Road
     Executive Offices:                 Raleigh, NC  27607

2(a) Name of Person Filing:             American Express Company
                                        American Express Financial Corporation


2(b) Address of Principal Business Office:    American Express Company
                                              American Express Tower
                                              200 Vesey Street
                                              New York, NY  10285

                                        American Express Financial Advisors Inc.
                                        200 AXP Financial Center
                                        Minneapolis, MN  55474

2(c)  Citizenship:   See Item 4 of Cover Page

2(d)  Title of Class of Securities:  Common Stock

2(e)  Cusip Number:                  573284-10-6

3     Information if statement is filed pursuant to Rules 13d-1(b) or 13d-2(b):

          American  Express  Company,   one  of  the  persons  filing  this
          statement,  is a Parent Holding  Company in accordance  with Rule
          13d-1(b)(ii)(G).

          American Express Financial Corporation, one of the persons filing
          this statement, is an Investment Advisor registered under section
          203 of the Investment Advisors Act of 1940.

4(a)  Amount Beneficially Owned as of July 31, 2000:   See Item 9 of
      Cover Pages

4(b)  Percent of Class:    See Item 11 of Cover Pages

4(c)  Number of Shares as to which such person has:
  (i) Sole  power to vote or to direct  the  vote:  See Item 5 of Cover Pages
 (ii) Shared  power to vote or direct  the vote:  See Item 6 of Cover Pages
(iii) Sole power to dispose or to direct the  disposition of: See Item 7
      of Cover Pages
 (iv) Shared power to dispose or to direct the disposition of:   See Item 8
      of Cover Pages





5   Ownership of 5% or Less of a Class:
    If this  statement  is being  filed to report the fact as of the date
    hereof the reporting  person has ceased to be the beneficial owner of
    more  than  five  percent  of the  class  of  securities,  check  the
    following (X).

6   Ownership of more than 5% on Behalf of Another Person:

                                   Not Applicable

7  Identification  and  Classification  of the  Subsidiary  Which  Acquired  the
   Security Being Reported on by the Parent Holding Company:

                                  See Exhibit I

8  Identification and Classification of Members of the Group:

                                  Not Applicable

9  Notice of Dissolution of Group:

                                  Not Applicable
10 Certification:

        By signing  below I certify  that,  to the best of my knowledge and
    belief, the securities  referred to above were acquired in the ordinary
    course of business  and were not acquired for the purpose of and do not
    have the effect of changing or influencing the control of the issuer of
    such  securities  and  were not  acquired  in  connection  with or as a
    participant in any transaction having such purposes or effect.

        After  reasonable  inquiry  and to the  best  of my  knowledge  and
    belief,  I certify that the  information set forth in this statement is
    true, complete and correct.


American Express Financial Corporation


Dated: July 31, 2000                          By  _______________________
                                                  Signature

                                          Steve Turbenson
                                          Director - External Reports and Tax
                                          Name/Title

                                          Telephone: (612) 671-2059





                                  Exhibit Index


Exhibit           I  Identification  and  Classification  of the Subsidiary
                  which  Acquired  the  Security  Being  Reported on by the
                  Parent Holding Company.

Exhibit II        Statement of American Express Company

Exhibit III       Statement of American Express Financial Corporation






                                    Exhibit I

                                       to

                                  Schedule 13G

       One of the persons filing this statement is a parent holding company. The
relevant  subsidiary,   American  Express  Financial  Corporation,   a  Delaware
Corporation,  is  registered  as  investment  advisor  under  section 203 of the
Investment Advisors Act of 1940.





                                   EXHIBIT II

                                       to

                                  SCHEDULE 13G

                                    under the

                         Securities Exchange Act of 1934

American Express Company,  American Express Tower,  World Financial Center,  New
York, New York disclaims  beneficial  ownership of the securities referred to in
the  Schedule  13G to which  this  exhibit is  attached,  and the filing of this
Schedule  13G shall not be  construed  as an  admission  that  American  Express
Company is, for the purpose of Section 13(d) or 13(g) of the Securities Exchange
Act of 1934,  the beneficial  owner of any  securities  covered by this Schedule
13G.

Pursuant to Rule 13d-1(f) (1) and subject to the preceding disclaimer,  American
Express  Company  affirms it is  individually  eligible to use  Schedule 13G and
agrees that this Schedule is filed on its behalf,  and authorizes the President,
any Vice President,  the comptroller,  the Secretary,  the General Counsel,  any
Associate General Counsel or any Counsel, each with power to act singly, of each
subsidiary of American Express Company making this filing to sign this statement
on behalf of American Express Company.


                                                   AMERICAN EXPRESS COMPANY



                                     By:____________________________
                                     Name: Stephen P. Norman
                                     Title: Secretary






                                   Exhibit III

                                       to

                                   Schedule 13G

                                    Under the

                         Securities Exchange Act of 1934


       Pursuant to Rule  13d-1(f)(1),  American  Express  Financial  Corporation
affirms  that it is  individually  eligible to use  Schedule 13G and agrees that
this Schedule is filed in its behalf.


                                  American Express Financial Corporation


                                        By:
                                          Steve Turbenson
                                          Director - External Reports and Tax