SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) August 13, 2002

MARTIN MARIETTA MATERIALS, INC.

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North Carolina		1-12744		56-1848578
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2710 Wycliff Road, Raleigh, North Carolina 27607 -3033

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

Not Applicable

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Item 7. Financial Statements and Exhibits

(c)  Exhibits

99.1		Statement Under Oath dated August 13, 2002 of Principal Executive Officer
99.2		Statement Under Oath dated August 13, 2002 of Principal Financial Officer

Item 9. Regulation FD Disclosure

     On August 13, 2002, Stephen P. Zelnak, Jr., Chairman and Chief Executive Officer, and Janice K. Henry, Senior Vice President and Chief Financial Officer, of Martin Marietta Materials, Inc., each signed the sworn statements required by Securities and Exchange Commission Order No. 4-460. The two statements are furnished as Exhibit 99.1 and 99.2 to this report and are incorporated by reference herein.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned hereunto duly authorized.

		MARTIN MARIETTA MATERIALS, INC. (Registrant)
Date: August 14, 2002		By:		/s/ Roselyn R. Bar
				Roselyn R. Bar, Vice President,
				General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.		Description
99.1		Statement under oath of principal executive officer regarding facts and circumstances relating to Exchange Act filings dated August 13, 2002
99.2		Statement under oath of principal financial officer regarding facts and circumstances relating to Exchange Act filings dated August 13, 2002

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Exhibit 99.1

STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND
CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Stephen P. Zelnak, Jr., Chief Executive Officer, state and attest that:

(1)

To the best of my knowledge, based upon a review of the covered reports of Martin Marietta Materials, Inc. and, except as corrected or supplemented in a subsequent covered report:

	•		no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and
	•		no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

	(2)		I have reviewed the contents of this statement with the Audit Committee.
	(3)		In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

	•		The 2001 Annual Report on Form 10-K of Martin Marietta Materials, Inc. filed with the Commission on March 27, 2002;
	•		all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Martin Marietta Materials, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and
	•		any amendments to any of the foregoing.

				Subscribed and sworn to before me
Signature:		/s/ Stephen P. Zelnak, Jr.		this 13th day of August, 2002
Name:		Stephen P. Zelnak, Jr.
		Chairman and Chief Executive Officer
Date:		August 13, 2002		/s/ Notary Public
				Notary Public
				My Commission Expires: July 11, 2007

 

Exhibit 99.2

STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND
CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Janice K. Henry, Chief Financial Officer, state and attest that:

(1)

To the best of my knowledge, based upon a review of the covered reports of Martin Marietta Materials, Inc. and, except as corrected or supplemented in a subsequent covered report:

	•		no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and
	•		no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

	(2)		I have reviewed the contents of this statement with the Audit Committee.
	(3)		In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

	•		The 2001 Annual Report on Form 10-K of Martin Marietta Materials, Inc. filed with the Commission on March 27, 2002;
	•		all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Martin Marietta Materials, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and
	•		any amendments to any of the foregoing.

				Subscribed and sworn to before me
Signature:		/s/ Janice K. Henry		this 13th day of August, 2002
Name:		Janice K. Henry
		Senior Vice President and Chief Financial Officer
Date:		August 13, 2002		/s/ Notary Public
				Notary Public
				My Commission Expires: July 11, 2007