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INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Filed by a Party other than the Registrant  o

Check the appropriate box:

Martin Marietta Materials, Inc.

Payment of Filing Fee (Check the appropriate box):

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Notice of 2004

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March 31, 2004

Dear Fellow Shareholder:

The Directors and Officers of Martin Marietta Materials, Inc. join me in inviting you to attend the Corporation’s Annual Meeting of Shareholders. The formal notice of this meeting and the proxy statement describing the matters to be acted upon at the meeting accompany this letter.

Your vote is important. Whether or not you plan to attend the Annual Meeting in person, we encourage you to vote so that your shares will be represented and voted at the meeting.

Thank you for your continued support of Martin Marietta Materials.

	Sincerely,
	Stephen P. Zelnak, Jr.
	Chairman of the Board,
	President and Chief Executive Officer

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To our Shareholders:

         The Annual Meeting of Shareholders of Martin Marietta Materials, Inc. will be held on Tuesday, May 25, 2004, at 11:30 a.m. at the Corporation’s principal office, 2710 Wycliff Road, Raleigh, North Carolina. At the meeting, the holders of the Corporation’s outstanding common stock will act on the following matters:

         All holders of record of shares of Martin Marietta Materials common stock (NYSE: MLM) at the close of business on March 19, 2004 are entitled to vote at the annual meeting and any adjournments or postponements of the meeting.

         Whether or not you expect to attend the meeting, we hope you will date and sign the enclosed proxy card and mail it promptly in the enclosed stamped envelope.

	By Order of the Board of Directors,
	Roselyn R. Bar
	Vice President, General Counsel
	and Secretary

Raleigh, North Carolina

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GENERAL INFORMATION

           This proxy statement contains information related to the annual meeting of shareholders of Martin Marietta Materials, Inc., a North Carolina corporation, to be held on Tuesday, May 25, 2004, at 11:30 a.m. at the Corporation’s principal office, 2710 Wycliff Road, Raleigh, North Carolina. The Corporation’s Annual Report for the fiscal year ended December 31, 2003, including audited financial statements, is being mailed to shareholders with this proxy statement.

         This proxy statement, the proxy card, and the notice of meeting will be sent commencing approximately April 9, 2004 to shareholders of record on March 19, 2004.

What is the purpose of the annual meeting?

         At our annual meeting, shareholders will act on the matters outlined in the accompanying notice of annual meeting of shareholders. This statement is furnished in connection with the solicitation by the Board of Directors of the Corporation of proxies to be used at the meeting and at any and all adjournments or postponements of the meeting.

         Whether or not you plan to attend the meeting, we encourage you to date, sign, and return your proxy in the enclosed envelope.

Who is entitled to vote at the meeting?

         Only shareholders of record at the close of business on March 19, 2004 are entitled to notice of and to participate in the annual meeting. If you were a shareholder of record on that date, you will be entitled to vote all the shares that you held on that date at the meeting, or any adjournments or postponements of the meeting.

What are the voting rights of the holders of Martin Marietta’s common stock?

         Each share of Martin Marietta Materials common stock is entitled to one vote on each matter considered at the meeting.

Who can attend the meeting?

         All shareholders as of the record date, or their duly appointed proxies, beneficial owners presenting satisfactory evidence of ownership as of the record date, and invited guests of the Corporation may attend the meeting.

What constitutes a quorum?

         The presence at the meeting, in person or by proxy, of the holders of a majority of the common stock outstanding on the record date constitutes a quorum, permitting shareholders to take action at the meeting. On March 19, 2004, there were 48,130,846 shares outstanding of the Corporation’s common stock, $.01 par value per share.

         Votes cast by proxy or in person at the annual meeting will be tabulated by an independent inspector of election appointed by the Corporation’s Board of Directors for the annual meeting from Wachovia Bank, N.A., the Corporation’s transfer agent. The inspector of election will determine whether

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How do I vote?

         If you complete and properly sign the accompanying proxy card and return it to the Corporation, it will be voted as you direct. If you are a registered shareholder and attend the meeting, you may deliver your completed proxy card or vote in person. Shareholders whose shares are held by brokers, banks, or other nominees who wish to vote at the meeting will need to obtain a proxy form from the institution that holds its shares.

Can I change my vote after I return my proxy card?

         Yes. Even after you have submitted your vote, you may revoke your proxy at any time prior to its exercise at the annual meeting (i) by filing with the Corporation’s Secretary an instrument revoking the proxy prior to the meeting, (ii) by the timely delivery to the Corporation’s Secretary, or at the meeting, of a subsequently dated and executed proxy, or (iii) if you attend the meeting, by voting your shares in person. Attendance at the meeting will not in and of itself constitute a revocation of a proxy.

How do I vote my 401(k) shares?

         Each participant in the Corporation’s Performance Sharing Plan, Savings and Investment Plan and Southwest Division 401(k) Plan may direct the trustee as to the manner in which shares of common stock allocated to the plan participant’s account are to be voted. If the plan participant does not return a voting instruction card to the trustee in a timely manner or returns a card without indicating any voting instructions, the trustee will vote the shares in the same proportion as shares for which the trustee receives voting instructions for that plan.

What vote is required to approve each item?

         The election of Directors requires a plurality of the votes cast with a quorum present. Any other proposal presented at the meeting will be approved if more votes are cast by proxy or in person in favor of the proposal than are cast against it. Brokers holding shares for beneficial owners must vote those shares according to the specific instructions they receive from the beneficial owners. If specific instructions are not received, brokers may generally vote these shares in their discretion. However, the New York Stock Exchange rules preclude brokers from exercising their voting discretion on certain proposals. In such cases, absent specific instructions from the beneficial owner, the broker may not vote on those proposals. This results in what is known as a “broker non-vote.” Because the Corporation’s Bylaws require the affirmative vote of either a plurality or majority of the votes cast for or against the proposal at the meeting to authorize action on any matter to be considered at the annual meeting, abstentions and broker non-votes, which will not be counted “for” or “against” proposals, have no effect on the vote for the election of Directors or approval of any other proposals.

What are the Board’s recommendations?

         Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board of Directors. The Board’s

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         With respect to any other matter that properly comes before the meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion.

SECURITY OWNERSHIP OF CERTAIN

Who are the largest owners of the Corporation’s stock?

         The following table sets forth information with respect to the shares of common stock which are held by persons known to the Corporation to be the beneficial owners of more than 5% of such stock as of March 19, 2004. To the best of the Corporation’s knowledge, based solely on filings with the Securities and Exchange Commission as noted below, no person beneficially owned more than 5% of any class of the Corporation’s outstanding voting securities at the close of business on March 19, 2004, except for those shown below.

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How much stock do the Corporation’s Directors and executive officers own?

         The following table sets forth information as of March 19, 2004 with respect to the shares of common stock that are beneficially owned by the Directors and nominees, the Chief Executive Officer, and the four most highly compensated executive officers, individually, and by all Directors and executive officers of the Corporation as a group.

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Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Exchange Act requires directors and officers of the Corporation and persons who own more than 10% of the common stock to file with the Securities and Exchange Commission initial reports of ownership and reports in changes in ownership of the common stock. Directors, officers and more than 10% shareholders are required by Securities and Exchange Commission regulations to furnish to the Corporation copies of all Section 16(a) reports filed.

         Based solely on its review of the copies of reports furnished to the Corporation and written representations that no other reports were required for the year ended December 31, 2003, the Corporation believes that all Section 16(a) filing requirements applicable to the Directors, officers, and 10% shareholders were complied with, except for Mr. David S. Watterson, who became an executive officer of the Corporation in 2003, and who timely filed a Form 3 listing his stock ownership in the Corporation, which inadvertently failed to list holdings of unvested units that correspond to common stock credited to Mr. Watterson under the Corporation’s Incentive Stock Plan. This omission was corrected in a subsequently filed Form 5.

CORPORATE GOVERNANCE MATTERS

The Board Of Directors

         As of the date of this proxy statement, the Board of Directors consists of eleven members, ten of whom are non-employee Directors. The Board is divided into three classes with three-year terms.

         The Board of Directors has nominated two persons for election as Directors to serve three-year terms expiring in 2007. Unless otherwise directed, proxies will be voted in favor of these nominees. Each nominee has agreed to serve if elected. Each of the nominees is currently serving as a Director. Should any nominee become unable to serve as a Director, the persons named in the enclosed form of proxy will, unless otherwise directed, vote for the election of such other person for such position as the present Board of Directors may recommend in place of such nominee.

         The Bylaws of the Corporation provide that a Director is eligible for election as a Director for a three-year term only if the three-year term expires not later than December 31 of the calendar year in which the Director turns 72. Two current Directors, Richard G. Adamson and Bobby F. Leonard, will reach this mandatory retirement age next year and thereby are not eligible for election at the annual meeting for a new three-year term. Messrs. Adamson and Leonard intend to serve as Directors of the Corporation through the annual meeting, after which they will retire from the Board. The Board has reduced the number of members to ten effective at the annual meeting of shareholders. Accordingly, after the annual meeting there will be one vacancy on the Board. The Board, and its Nominating and Corporate Governance Committee, will continue to review and evaluate potential candidates to fill such vacancy as promptly as practicable, but do not intend at this time to nominate an additional person for election at the annual meeting to fill the impending vacancy. If a vacancy on the Board is filled by the Board after the annual meeting, such appointment will be in the class of Directors with a term expiring in 2007, but such Director will stand for election by shareholders at the 2005 annual meeting of shareholders for the remainder of the term. Proxies cannot be voted for a greater number of persons than the number of nominees named.

         The following sets forth certain biographical information for each of the nominees for election and for each of the other members of the Board of Directors who will continue in office after the annual meeting.

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Nominees for Election to the Board of Directors

Marcus C. Bennett (68)

Dennis L. Rediker (60)

The Board unanimously recommends a vote “FOR”

Directors Whose Terms Continue Until 2005

Sue W. Cole (53)

James M. Reed (71)

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William B. Sansom (62)

Stephen P. Zelnak, Jr. (59)

Directors Whose Terms Continue Until 2006

William E. McDonald (61)

Frank H. Menaker, Jr. (63)

Richard A. Vinroot (62)

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Corporate Governance Philosophy

         The Board of Directors has long believed that good corporate governance is important to ensure the Corporation is managed for the long-term benefit of its shareholders. Martin Marietta Materials’ business is managed under the direction of the Board of Directors. The Board delegates the conducting of business to the Corporation’s senior management team. The corporate governance standards established by the Board provide a structure within which Directors and management can effectively pursue the Corporation’s objectives for the benefit of its shareholders. Even before the adoption of the Sarbanes-Oxley Act of 2002, one of the most critical components that has governed the way the business affairs of Martin Marietta Materials are conducted has been the Corporation’s Code of Ethics and Standards of Conduct, which has been in place for almost two decades. With that back-drop, the Board has endeavored to choose Board and Committee members who are distinguished by a depth of knowledge and experience, to elect a qualified and dedicated management team, and to direct the business affairs of the Corporation to achieve long-term value for shareholders. The Board believes this purpose is particularly important in overseeing the management of a company such as the Corporation that is engaged in a cyclical business where the long-term value for shareholders may not be reflected in current stock prices and which may be temporarily depressed by short-term factors, such as recessionary economies and operating markets.

         In furtherance of these goals, in 2002, the Board created a Nominating and Corporate Governance Committee, which consists of three independent Directors. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has adopted a set of Corporate Governance Guidelines for the Corporation. The Nominating and Corporate Governance Committee is responsible for overseeing the guidelines and making recommendations to the Board relating to corporate governance matters.

         The New York Stock Exchange (“NYSE”) recently adopted new and revised rules that require listed companies to adopt governance guidelines and comply with certain standards regarding corporate governance. While the Corporation is not required to comply with most of these new rules until the date of the 2004 annual meeting of shareholders, the Corporation has taken steps to voluntarily implement these corporate governance rules prior to their effective date. The Corporation’s Chief Executive Officer will certify annually to the NYSE that he is not aware of any violation by the Corporation of the NYSE corporate governance listing standards. This certification will be in addition to the annual certification by the Corporation’s Chief Executive Officer and Chief Financial Officer to the Securities and Exchange Commission (“SEC”) regarding the quality of the Corporation’s public disclosure of its financial condition.

         The Corporation’s Corporate Governance Guidelines are posted and available for public viewing on the Corporation’s web site at www.martinmarietta.com. The guidelines address a wide array of governance issues. Among other matters, the corporate governance principles of Martin Marietta Materials include the following:

Ethics

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Board Independence

Independent Board Committees

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General

Independent Directors

         All of the Corporation’s Directors are independent, non-employee Directors except Mr. Zelnak. Mr. Zelnak does not sit in the executive sessions of the Board nor does he participate in any action of the Board relating to any executive compensation plan in which he participates. The Board of Directors has determined that no Director (except Mr. Zelnak), or any person or organization with which the Director has any affiliation, has a relationship with the Corporation that may interfere with the Director’s independence from the Corporation and its management.

         In assessing the independence of its members, the Board has adopted for the Corporation a set of Guidelines for Director’s Independence. A copy of these Guidelines is appended to this proxy statement. These Guidelines reflect the new rules of the NYSE, applicable requirements of the SEC, and other standards determined by the Board to be important in assessing the independence of Board members. The Board has determined that all members of the Board, except Mr. Zelnak, are “independent” under these Guidelines.

         Mr. Vinroot is a partner in the law firm of Robinson, Bradshaw & Hinson, P.A. located in Charlotte, North Carolina, which provided certain legal services to the Corporation in 2003. Mr. Vinroot did not work on any of the legal matters for the Corporation. The amount of fees paid to Robinson, Bradshaw & Hinson, P.A. for such services was less than $1 million and less than 1% of the firm’s gross revenues for the last fiscal year. Accordingly, the Board determined that Mr. Vinroot’s relationship with the Corporation, directly and as a partner of Robinson, Bradshaw & Hinson, P.A., was not material for purposes of the independence determination.

Do the independent Directors ever meet without management?

         The Corporation’s Corporate Governance Guidelines adopted by the Board provide that at least two Board meetings each year will include an executive session of the non-employee Directors to discuss such topics as they may choose, including a discussion of the performance of the Corporation’s Chairman and Chief Executive Officer. In 2003 the Corporation’s non-management Directors met three times in executive session without management, in addition to executive sessions held by committees of the Board. The Chair of the Nominating and Corporate Governance Committee presides at these executive sessions of non-employee Directors. In the absence of such Chair, the non-employee Directors would elect from among themselves a Chair for such an executive session.

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How would interested parties make their concerns known to the independent Directors?

         The Board of Directors provides a process for shareholders to send communications to the Board. Shareholders and other interested parties may communicate anonymously and confidentially with the Board through the Corporation’s Ethics Hotline at 1-800-209-4508. The Board has also designated the Corporate Secretary to facilitate communications to the Board. Shareholders and other interested parties may communicate directly with the Board of Directors, or directly with non-management Directors, or an individual Director, by writing to Martin Marietta Materials, Inc., Attn: Corporate Secretary, 2710 Wycliff Road, Raleigh, North Carolina 27607-3033.

         All communications by shareholders or other interested parties addressed to the Board will be sent directly to Board members. While the Corporation’s Ethics Officer and the Corporate Secretary may review, sort, and summarize these communications, all direct communications will be presented to the non-management Directors unless there is instruction from them to “filter” such communications (and in such event, any communication that has been filtered out will be made available to any non-management Director who wishes to review it).

         The Corporation and its Board of Directors will continue to review and evaluate the process by which shareholders or other interested persons communicate with the Corporation and the Board and may adopt other or further processes and procedures in this regard. If so, the Corporation will identify those policies and procedures on its website at www.martinmarietta.com.

How often did the Board meet during 2003?

         The Corporation’s Board of Directors held 5 meetings during 2003, all of which were regularly scheduled meetings. There was also a total of 23 committee meetings in 2003. In addition, management confers frequently with its Directors on an informal basis to discuss Corporation affairs.

Board and Committee Meeting Attendance

         In 2003, all Directors attended 100% of the meetings of the Board of Directors (held during the period for which they were a Director) and at least 89% of the meetings of the committees of the Board on which they served (during the periods that they served).

Will the Directors attend the annual meeting?

         It is the policy of the Corporation that its Directors are expected to attend the Corporation’s annual meeting of shareholders. All ten Directors then serving on the Board were in attendance at the 2003 annual meeting of shareholders.

How are Directors compensated?

         All of the Directors serving in 2003 except Mr. Zelnak, who is the Chief Executive Officer of the Corporation, and Mr. Rediker, who was elected effective September 30, 2003, received an annual retainer of $45,000 and were each granted 2,000 non-qualified stock option awards in accordance with the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan. Mr. Rediker received a pro-rata annual retainer, and no stock options were awarded to Mr. Rediker in 2003. Members of the Audit Committee received an additional $5,000 in view of their increased responsibilities. Each committee chair (other than the chair of the Executive Committee) also receives an annual fee of $2,000. Directors received reimbursement for travel and other expenses related to attendance at Board and committee meetings.

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         Pursuant to the Amended and Restated Martin Marietta Materials, Inc. Common Stock Purchase Plan for Directors, Directors may currently receive their compensation in cash or common stock and may defer the payment commencement date for all or a portion of their fees (in the form of cash or common stock) until the date the person ceases to be a Director or the date that is one month and one year following the date the person ceases to be a Director. Directors may elect to receive payment of the deferred amount in a single lump sum or in equal annual installments for a period of up to ten years. There are no matching contributions made by the Corporation, and there is no guarantee on returns to the Directors. The Board of Directors unanimously agreed that a minimum of 50% of each Director’s annual retainer would be paid in common stock at a 20% discount to fair market value and deferred under the plan.

What Committees has the Board established?

         The Corporation’s Board of Directors has six standing committees: an Audit Committee, an Ethics, Environment, Safety and Health Committee, an Executive Committee, a Finance Committee, a Management Development and Compensation Committee, and a Nominating and Corporate Governance Committee.

         The Audit Committee, which is composed entirely of non-employee, independent Directors, held 9 meetings during 2003. All Audit Committee members attended at least 89% of all meetings of the Committee held in 2003. The Audit Committee meets periodically and separately in executive sessions with management, the independent auditors, and the Corporation’s internal auditor group to review the activities of each. The Audit Committee possesses and may exercise the powers of the Board of Directors relating to accounting, auditing, and financial reporting matters of the Corporation, except when such powers are by statute or the Articles of Incorporation or Bylaws reserved to the full Board or delegated to another committee of the Board. The Audit Committee reports regularly to the full Board on these matters. The Audit Committee is directly responsible for the appointment, compensation, and oversight of the Corporation’s independent auditors. Among other duties, the Audit Committee:

             - - the scope and timing of work to be performed by the independent auditors

             - - compensation to be paid to the independent auditors

             - - financial accounting and reporting principles used by the Corporation

             - - policies and procedures concerning audits, accounting, and financial controls

             - - recommendations to improve existing practices

             - - results of the audit and the report of the independent auditors

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The Committee’s current members are Directors Bennett (Chair), Cole, Menaker, Reed, and Sansom. The Board of Directors has determined that the Chair of the Audit Committee, Mr. Bennett, qualifies as an “audit committee financial expert” as defined in rules adopted by the SEC. The Board has also determined that Mr. Bennett, and the other members of the Audit Committee, are independent of management, as required by the rules of the NYSE, SEC, and the Board’s Guidelines for Director’s Independence.

         The Ethics, Environment, Safety and Health Committee held 2 meetings during 2003. All Ethics, Environment, Safety and Health Committee members attended all meetings of the Committee held in 2003. It monitors compliance with the Corporation’s Code of Ethics and Standards of Conduct and reviews all matters presented to it by the Corporate Ethics Officer concerning the ethical practices of the Corporation and its Directors, officers, and employees, including conflicts or potential conflicts of interest between the Corporation and any of its Directors, officers, and employees. The Committee also reviews and monitors the adequacy of the Corporation’s policies and procedures and organizational structure for ensuring compliance with environmental laws and regulations, and matters relating to health and safety. The Committee’s current members are Directors Adamson (Chair), Cole, Menaker, Rediker, Sansom, and Vinroot.

         The Executive Committee held no meetings during 2003. It has the authority to act during the intervals between the meetings of the Board of Directors and may exercise the powers of the Board in the management of the business and affairs of the Corporation as may be authorized by the Board of Directors except to the extent such powers are by statute, the Articles of Incorporation, or Bylaws reserved to the full Board. The Committee’s current members are Directors Zelnak (Chair), Bennett, McDonald, and Reed.

         The Finance Committee held 4 meetings during 2003. All Finance Committee members attended all meetings of the Committee held in 2003. It has been delegated general oversight powers related to the management of the financial affairs of the Corporation, including but not limited to, establishing lines of credit or other short-term borrowing arrangements and investing excess working capital funds on a short-term basis. The Committee reviews and makes recommendations to the Board of Directors concerning changes to capital structure, including the incurrence of long-term debt, issuance of equity securities, and the payment of dividends, as well as capital expenditures and the contributions budget. The Committee’s current members are Directors Reed (Chair), Bennett, Leonard, Rediker, Vinroot, and Zelnak.

         The Management Development and Compensation Committee held 5 meetings during 2003. All Management Development and Compensation Committee members attended all of the Committee meetings held in 2003. It is composed entirely of non-employee, independent Directors, as required by the new rules of the NYSE, who are also “non-employee” and “outside” Directors as those terms are defined by Rule 16b-3 promulgated under the Securities and Exchange Act of 1934 and Section 162(m) of the Internal Revenue Code of 1986. The Committee has the power, in its sole discretion, to fix the

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         The Nominating and Corporate Governance Committee oversees the identification and selection of qualified Board and committee members, recommends to the Board Director nominees for the next annual meeting of shareholders, oversees the evaluation of the Board and management (along with the Management Development and Compensation Committee), and oversees the development and implementation of a set of corporate governance principles applicable to the Corporation. The Committee has the sole authority to retain, pay, and terminate any search firm, if any, used to identify Director candidates.

         The Nominating and Corporate Governance Committee held 3 meetings in 2003. All Nominating and Corporate Governance Committee members attended all meetings of the Committee held in 2003. The Committee is composed entirely of non-employee, independent Directors, as required by the new rules of the NYSE. The Committee’s current members are Directors Reed (Chair), Cole, and McDonald.

         Upon the recommendation of this Committee, the Board of Directors has adopted a set of Corporate Governance Guidelines for the Corporation. The Guidelines are posted and available for public viewing on the Corporation’s web site at www.martinmarietta.com. A copy may also be obtained upon request from the Corporation’s Corporate Secretary. Additional information concerning the corporate governance process of the Corporation is contained in the section entitled “CORPORATE GOVERNANCE MATTERS” above.

Will the Nominating and Corporate Governance Committee consider any Director candidates recommended by shareholders?

         The Nominating and Corporate Governance Committee will consider nominees recommended by shareholders for election as a Director at an annual meeting of shareholders of the Corporation if the shareholder making such recommendation complies with the advance notice provisions of the Bylaws of the Corporation. The Bylaws of the Corporation require advance notice for any proposal for the nomination for election as a Director at an annual meeting of shareholders that is not included in the Corporation’s notice of meeting or made by or at the direction of the Board of Directors. In general, nominations must be delivered to the Secretary of the Corporation at its principal executive offices, 2710 Wycliff Road, Raleigh, North Carolina 27607, not less than 60 days nor more than 90 days prior to the first anniversary of the mailing of the proxy statement in connection with the preceding year’s annual meeting of shareholders and must contain specified information concerning the nominee and the shareholder proposing the nomination. Any shareholder desiring a copy of the Bylaws of the Corporation will be furnished a copy without charge upon written request to the Secretary of the Corporation. Since the 2003 annual meeting, the Corporation has not made any material changes to the procedures by which shareholders may recommend nominees to the Corporation’s Board of Directors. Additional information is contained in the section entitled “SHAREHOLDERS’ PROPOSALS FOR 2005 ANNUAL MEETING” below.

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How does the Board select nominees for the Board?

         The Nominating and Corporate Governance Committee will consider candidates for Board membership suggested by its members and other Board members, as well as management and shareholders. The Committee has also retained a third-party executive search firm to identify potential candidates for its consideration from time to time. The Committee makes an initial determination as to whether to conduct a full evaluation of the candidate, and reviews all information provided to the Committee, including the recommendations for the prospective candidate and the Committee’s own knowledge of the prospective candidate. If the Committee determines that additional consideration is warranted, interviews are conducted by the members of the Committee, as well as the Chief Executive Officer of the Corporation; appropriate inquiries are conducted into the background and qualifications of potential candidates; the Committee meets to discuss its evaluation and feedback from the Chief Executive Officer; and, if the Committee determines to do so, it makes a recommendation to the full Board as to the persons who should be nominated by the Board. The Board of Directors determines the nominees after considering the recommendation and report of the Committee.

         In evaluating any potential candidate, the Nominating and Corporate Governance Committee considers the extent to which the candidate has the personal characteristics and core competencies outlined in the Guidelines for Potential New Board Members adopted by the Committee, and takes into account all other factors it considers appropriate. A copy of these Guidelines is appended to this proxy statement. The Committee seeks a diverse group of candidates who possess the background, skills, expertise, and time to make a significant contribution to the Board, to the Corporation, and to its shareholders.

         Each nominee approved by the Nominating and Corporate Governance Committee and recommended for election at the 2004 annual meeting is a current Director standing for re-election. The Committee received no additional recommendations for Director nominees for consideration at the annual meeting.

Do the Board Committees have charters? How can shareholders obtain them?

         The Corporation’s Board of Directors has adopted written charters for the Audit Committee, Management Development and Compensation Committee, and Nominating and Corporate Governance Committee, meeting the requirements of the new rules of the NYSE. These charters address the purposes and responsibilities of each committee, as described above, and provide for an annual performance evaluation of each committee. Copies of these charters are posted on the Corporation’s web site at www.martinmarietta.com. A copy of each charter may also be obtained upon request from the Corporation’s Corporate Secretary. The charter of the Corporation’s Audit Committee, as presently existing, is appended to this proxy statement.

REPORT OF THE AUDIT COMMITTEE

         The Audit Committee operates under a written charter adopted by the Board of Directors, which is reassessed at least annually for adequacy by the Audit Committee. The Directors who serve on the Audit Committee have no financial or personal ties to the Corporation (other than Director compensation and equity ownership as described in this proxy statement) and are all “independent” for purposes of the Securities and Exchange Commission’s regulations, the New York Stock Exchange listing standards, and the Guidelines for Director’s Independence adopted by the Board of Directors. The Board of Directors has determined that none of the Audit Committee members has a relationship with the Corporation that may interfere with the Director’s independence from the Corporation and its management. Copies of the

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         The Board of Directors has charged the Audit Committee with a number of responsibilities, including review of the adequacy of the Corporation’s financial reporting, accounting systems, and internal controls. The Corporation’s independent auditors and the director of the internal audit function report directly and are ultimately accountable to the Audit Committee.

         In the discharge of its responsibilities, the Audit Committee has reviewed and discussed with management and the independent auditors the Corporation’s audited financial statements for fiscal year 2003. In addition, the Committee has discussed with the independent auditors matters such as the quality (in addition to acceptability), clarity, consistency, and completeness of the Corporation’s financial reporting, as required by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended by Statement on Auditing Standards No. 90, Audit Committee Communications.

         The Audit Committee has received from the independent auditors written disclosures and a letter concerning the independent auditors’ independence from the Corporation, as required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees. These disclosures have been reviewed by the Committee and discussed with the independent auditors.

         Based on these reviews and discussions, the Audit Committee has recommended to the Board that the audited financial statements be included in the Corporation’s 2003 Annual Report on Form 10-K for filing with the Securities and Exchange Commission.

March 9, 2004

INDEPENDENT AUDITORS

         The Board of Directors recommends that the shareholders ratify the appointment of Ernst & Young LLP, independent auditors, to audit the consolidated financial statements of the Corporation for the fiscal year 2004. The ratification of the appointment of Ernst & Young LLP is being submitted to the shareholders because management believes this to be good corporate practice. Should the shareholders fail to ratify this appointment, the Board of Directors and its Audit Committee will review the matter.

         Ernst & Young LLP served as the Corporation’s independent auditors for 2003 and audited the consolidated financial statements of the Corporation for the year ended December 31, 2003. The Audit Committee is solely responsible for retaining or terminating the Corporation’s independent auditors in 2004. Representatives of Ernst & Young LLP are expected to attend the annual meeting of shareholders of the Corporation, will have the opportunity to make a statement if they so desire, and will be available to respond to appropriate questions from shareholders.

The Board unanimously recommends a vote “FOR” ratification

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Summary of Fees

         The following table summarizes the aggregate fees billed for professional services rendered to the Corporation by Ernst & Young LLP in 2003 and 2002. A description of these various fees and services follows the table. None of the audit hours conducted by Ernst & Young LLP in 2003 and 2002 were performed by people other than full time, permanent Ernst & Young LLP employees.

Audit Fees

         The aggregate fees billed for professional services rendered by Ernst & Young LLP to the Corporation for each of 2003 and 2002 in connection with the annual audit, for the reviews of the Corporation’s financial statements included in the quarterly reports on Form 10-Q, and for other services normally provided in connection with statutory and regulatory filings, were $792,000 and $728,000, respectively.

Audit-Related Fees

         The aggregate fees billed for professional services rendered by Ernst & Young LLP to the Corporation for each of 2003 and 2002 in connection with audit-related services, including pension and subsidiary audits, business acquisitions, accounting consultations, internal audit, internal controls, and Securities and Exchange Commission registrations, were $375,000 and $366,000, respectively.

Tax Fees

         The aggregate fees billed for professional services rendered by Ernst & Young LLP to the Corporation for each of 2003 and 2002 in connection with tax compliance, tax advice, and tax planning, including consultation on acquisition and divestiture issues, state tax reviews, a land basis study, leasing issues, and other tax-related activities, were $71,000 and $222,000, respectively.

All Other Fees

         The aggregate fees billed for all other professional services rendered and products provided by Ernst & Young LLP to the Corporation for each of 2003 and 2002, including on-line research materials and third-party consultation fees, were $0 and $4,000, respectively.

Pre-Approval Policies and Procedures

         The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax services, and other services performed by Ernst & Young LLP. The policy provides for pre-approval by the Audit Committee of specifically defined audit and non-audit services. Unless the specific service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted service before Ernst & Young LLP is engaged to perform it. The Audit Committee has delegated to the Chair of the Audit Committee authority to approve permitted services, provided that the Chair reports any decision to the Committee at its next scheduled meeting.

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Audit Committee Review

         In connection with the Audit Committee’s review of services rendered and fees billed by Ernst & Young LLP, the Audit Committee has considered whether the provision of the non-audit related services described above is compatible with maintaining the independent auditors’ independence and has concluded that the provision of these services does not compromise such independence.

REPORT OF THE MANAGEMENT DEVELOPMENT AND COMPENSATION

         The Corporation’s executive compensation program is administered by the Management Development and Compensation Committee of the Board of Directors, which consists entirely of non-employee, independent Board members and operates pursuant to a written charter, a copy of which can be viewed on the Corporation’s web site at www.martinmarietta.com. The primary role of the Management Development and Compensation Committee is the oversight and administration of the Corporation’s executive compensation and management development program.

General Compensation Philosophy

         The Committee supports the Corporation’s belief that executive compensation should further the Corporation’s strategic goals. To accomplish this, the Committee’s philosophy with respect to executive compensation holds that the Corporation’s employees are its most important resource and should be compensated fairly in order to achieve optimum operating performance for the Corporation. The Committee focuses on operating performance rather than short-term changes in stock price based on its view that the long-term operating performance of the Corporation will be reflected by stock price performance over the long-term. Competitive compensation levels serve to attract and retain individuals of outstanding ability and motivate such individuals to sustain high levels of personal performance. The type and amount of compensation granted is based upon the subjective judgment of the Committee; nevertheless, in the exercise of its discretion, the Committee considers a number of objective criteria which are discussed below in the context of the components of compensation to which they apply.

Compensation Structure and Awards for 2003

         The 2003 executive compensation program was based on the following principles:

         The Management Development and Compensation Committee retains independent outside consultants to assist the Committee in reviewing the Corporation’s executive compensation program to ensure it is consistent with the Board’s philosophy.

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         Annual Compensation — Base Salary. In setting base salaries for 2003, the Committee reviewed information drawn from various sources, including proxy statements of a selected peer group of companies in the aggregates, cement, and specialty chemical industries, and published surveys conducted by outside compensation consulting firms of a selected group of general industry companies with comparable revenues and business characteristics to those of the Corporation. The group of companies reflected in the compensation surveys was broader than the peer group consisting of the S&P Materials Index that is shown in the Performance Graph on page 23 because the Committee believes that the Corporation’s direct competition for talent is broader than the companies that are included in the performance peer group. However, the S&P Materials Index is used by the Management Development and Compensation Committee to determine one element of its compensation program, that is long-term compensation in the form of restricted stock units. The Committee also considered the advice of independent compensation advisors. The targeted value of an executive’s base salary is generally set at median competitive levels although an executive’s base salary may be higher or lower than the target to reflect the executive’s responsibilities, level of experience, performance in past years, and other factors.

         Salaries for executives are reviewed by the Management Development and Compensation Committee on an annual basis and may be increased or decreased at that time based on: (1) the Committee’s agreement on the individual’s contribution to the Corporation, and (2) changes in median competitive pay levels. The competitive market rate and proposed individual salary for each executive is presented by the Chief Executive Officer to the Committee, along with data supporting the recommendations. The Committee retains complete discretion in awarding salaries for executives. The total cash compensation (base salary and bonus described below) for each of the named executive officers was approximately at or below the median compensation of executives having similar responsibilities in the compensation surveys.

         The base salary for the Chairman, President, and Chief Executive Officer of the Corporation was increased during 2003 to $830,000. This represents an approximate 5% increase from Mr. Zelnak’s base salary in 2002. The Committee reviewed base salary data for chief executive officers in the compensation studies and also considered certain other factors. The rate of increase in 2003 reflected the Committee’s belief in Mr. Zelnak’s continued superior stewardship of the Corporation.

         Annual Compensation — Bonus. To encourage achievement of the performance objectives of the Corporation, a significant portion of annual compensation takes the form of an incentive compensation bonus. In 2003, under the Corporation’s Executive Incentive Plan, the maximum amount that an executive could receive was based upon a percentage of that executive’s base salary. All of the executive officers participate in the plan, except for Mr. Zelnak, for whom bonus consideration is made outside the plan.

         For awards granted under the plan, following review of the achievements of the Corporation as compared to the targeted goals set at the end of the previous year, a comparative review of each of the individual contributions of all participants towards achieving these goals is conducted. The Management Development and Compensation Committee also considers qualitative measures of performance such as adherence to and implementation of the Corporation’s Code of Ethics and Standards of Conduct, safety, customer satisfaction, and product quality.

         The amount actually awarded to each participant in the plan is based upon the Management Development and Compensation Committee’s assessment of each individual’s achievement of targeted objectives, including standard measures of financial performance such as earnings, cash flow, and other key sales and production metrics for the Corporation as a whole and for individual business units. These objectives are established at the beginning of each plan year and are based upon the Corporation’s Long

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         The Committee considers the recommendations of the Corporation’s Chief Executive Officer but retains complete discretion in performing these reviews and in determining the amount of actual awards, if any.

         Mr. Zelnak was awarded an annual incentive bonus of $760,000 for 2003 based on consideration of many diverse factors. Consistent with its compensation philosophy that focuses on long-term performance, the Committee considers whether there are factors in addition to quantitative ones that should be taken into account in establishing the overall level of executive compensation. In this regard, the Committee considered accomplishments that benefit shareholders in the longer term. In determining the amount of Mr. Zelnak’s bonus, the Committee took into account the effectiveness and quality of Mr. Zelnak’s leadership of the Corporation in a difficult economic environment, including the following achievements: the significant improvement in the Corporation’s overall financial performance during the year, including record net sales; the tremendous strengthening of the Corporation’s balance sheet, including the repayment of debt of $30 million, contribution of $21 million into the pension plan, increase in dividends of 20% on an annualized basis, repurchase of the Corporation’s common stock, and $125 million in cash at year-end; and the successful implementation of the Corporation’s planned internal improvement program that resulted in a reduction in unit production costs and improved margins in its aggregates product line.

         Although there was no special attempt to set Mr. Zelnak’s 2003 bonus in any particular relationship to the compensation data, Mr. Zelnak’s bonus was at approximately the median level of bonus compensation of CEO’s in the compensation surveys. His total cash compensation (base salary and bonus) was at approximately the median compensation of those CEOs. The Management Development and Compensation Committee retains complete discretion in determining the amount of incentive compensation to be awarded to Mr. Zelnak. Consequently, no particular weighting of criteria is required or performed.

         The Corporation’s Incentive Stock Plan (discussed more generally below) requires Mr. Zelnak to use 35% of his 2003 annual incentive bonus towards credits of common stock units at a 20% discount to market value. These units generally vest in three years. In addition, Mr. Zelnak made an irrevocable choice six months prior to the bonus determination to use 15% more, for a total of 50% of his annual incentive bonus, which is the maximum amount permitted under this plan, towards common stock units.

         Long Term Compensation — Stock Options. Stock options awarded under the Corporation’s Amended and Restated Stock-Based Award Plan link the compensation provided to a group of 160 executive officers and key personnel with gains realized by the shareholders. The vesting periods associated with stock options encourage continued employment with the Corporation while also serving to confer on recipients an ownership interest in the Corporation.

         The number of options granted to an individual is based upon survey data provided by compensation consultants. The data shows the value of option awards as a multiple of base pay for comparable executive positions in other corporations. In making 2003 stock option award decisions, the Committee took into consideration awards as a multiple of base salary and elected to provide option awards near the average for awards made by a selected peer group of companies in the aggregates, cement, and specialty chemical industries. The determination of the number of options awarded is within the complete discretion of the Committee, which considers the recommendations of the Chief Executive Officer with respect to participants other than the Chief Executive Officer, and which formulates its own decision with respect to the Chief Executive Officer. The Committee awarded Mr. Zelnak 125,000

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         Since long-term awards vest over time, the Committee grants new awards to provide continuing incentives for future performance without regard to the number of options currently held by the recipient. Options awarded are not transferable and have an exercise price equal to the closing price of the Corporation’s common stock on the date of grant, and therefore, have no value to the recipient unless the price of the common stock increases.

         Long Term Compensation — Incentive Stock Awards. In 2003, a group of 43 executive officers and key personnel were eligible to participate in the Martin Marietta Materials, Inc. Incentive Stock Plan. The plan is intended to give key employees who participate in the Executive Incentive Plan the opportunity to invest up to 50% of their annual incentive awards to purchase units that are subsequently converted into shares of common stock pursuant to the terms of the plan at a 20% discount from the market price of the Corporation’s common stock on the date of the award. The units generally become fully vested and are distributed in the form of unrestricted common stock after approximately three years of continued additional employment with the Corporation. Participation in the plan is elective, except that all senior officers of the Corporation are required to invest a minimum percentage of their annual incentive awards in units that are subsequently converted into the Corporation’s common stock in accordance with the terms of the Incentive Stock Plan. The plan is intended to assist the Corporation in attracting and retaining key employees, to link directly executive officer and management compensation to shareholder returns, and to foster stock ownership in the Corporation among its key employees. There are no matching contributions made by the Corporation, and there is no guarantee on returns to the executives.

         Long Term Compensation — Stock-Based Awards. The Committee periodically reviews the components of the Corporation’s executive compensation program to ensure that pay levels are competitive and that incentive opportunities are effective in attracting and retaining talented employees. In 2003, a group of executive officers and key personnel was granted restricted stock awards under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan, which replaced the granting of awards that were previously made under the Martin Marietta Materials, Inc. Shareholder Value Achievement Plan (the “Achievement Plan”). The primary purpose of the awards granted in 2003 and previously under the Achievement Plan is to foster and promote ownership of the Corporation’s common stock and the long-term growth and performance of the Corporation by enhancing the Corporation’s ability to attract and retain qualified key employees and motivate key employees through performance-based incentives. These awards allow long-term incentives to be earned by the Chief Executive Officer and the other participants.

         The awards granted in 2003 were based on the Corporation’s performance as measured by its specific return on shareholders investment that are equally weighted and determined by a total return to shareholders ranking that must be at least in the 40th percentile as compared to the Standard and Poor’s index of 400 Midcap companies and to the Standard and Poor’s Basic Materials Industrial Group over the three year period ending on December 31, 2002. There is no award if the Corporation does not meet the threshold performance objectives. The 2003 stock-based awards generally vest if the executive is continuously employed on December 1 in the year that is immediately preceding three years from the date of grant, at which time the shares of common stock are issued to the participant. In addition, the Committee granted in 2003 special awards of restricted stock units to the Chief Executive Officer and five other senior officers in conjunction with the Corporation’s succession planning. The objective of these awards is to help retain key personnel and focus senior management’s attention on certain critical factors

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         Stock-Based Awards — Generally. The value, if any, of stock-based awards is dependent upon the performance of the Corporation’s common stock. Further, as noted above, in exercising its discretion in determining the type and amount of award made, the Committee considers many factors related to the Corporation’s performance and the performance of the individual being considered for an award. While objective criteria are carefully considered, the Committee has the discretion to make awards as it deems appropriate. Therefore, there is no formula that results in a direct or quantifiable correlation between performance and stock-related awards.

Policy with Respect to Deductibility of Compensation

         The Omnibus Budget Reconciliation Act of 1993 added Section 162(m) to the Internal Revenue Code, which makes certain “non-performance based” compensation to the named executives in excess of $1 million non-deductible to the Corporation. One of the named executive officers received annual compensation exceeding $1 million in 2003.

         The Committee has taken steps to qualify certain compensation to ensure deductibility. The Committee has determined that, in reviewing the design and administration of the executive compensation program, its compensation objectives discussed above will be met if, in connection with other compensation, it retains the flexibility to exercise subjective judgment in assessing an executive’s performance. The Committee believes that the achievement of the Corporation’s general compensation policies and objectives that are currently in place best serves shareholder interests.

March 9, 2004

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COMPARISON OF CUMULATIVE TOTAL RETURN⁽¹⁾

         The following graph compares the performance of the Corporation’s common stock to that of the Standard and Poor’s (“S&P”) 500 Stock Index and the S&P Materials Index.

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EXECUTIVE COMPENSATION

         The following tables show annual and long-term compensation received from the Corporation for services in all capacities to the Corporation of the Chief Executive Officer and the next four most highly compensated executive officers for the years ended December 31, 2003, 2002, and 2001. Other than compensation paid by the Corporation as set forth below, no annual or long-term compensation of any kind was paid to the Chief Executive Officer or other named executive officers of the Corporation in each of the years in the three-year period ended December 31, 2003.

Summary Compensation Table

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Option Grants in Last Fiscal Year

         Shown below is information on grants of options for the Corporation’s common stock awarded pursuant to the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (the “Stock-Based Award Plan”) to the named executives in the fiscal year ended December 31, 2003.

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Aggregated Options Exercises in Last Fiscal
Year and Fiscal Year-End Options Values

         Shown below is information relating to (1) the exercise of options for the purchase of the Corporation’s common stock during the last completed fiscal year and (2) the fiscal year-end value of unexercised options for the Corporation’s common stock under the Martin Marietta Materials, Inc. Amended Omnibus Securities Award Plan and the Amended and Restated Stock-Based Award Plan for the named executives. There are no awards of stock appreciation rights (“SARs”) for the Corporation’s common stock.

Securities Authorized for Issuance Under Equity Compensation Plans

         Shown below is a summary of information as of December 31, 2003 with respect to compensation plans (including individual compensation arrangements) under which equity securities of the Corporation are authorized for issuance. The Corporation’s equity compensation plans consist of the Amended and Restated Martin Marietta Materials, Inc. Common Stock Purchase Plan for Directors (the “Directors’ Plan”), the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (the “Stock-Based Award Plan”), the Martin Marietta Materials, Inc. Amended Omnibus Securities Award Plan (the “Omnibus Securities Award Plan”), and the Martin Marietta Materials, Inc. Shareholder Value Achievement Plan (the “Achievement Plan”). All of these equity compensation plans have been approved by the Corporation’s shareholders. The Corporation has no individual compensation arrangements under which equity securities of the Corporation are authorized for issuance to employees or non-employees in exchange for goods or services.

Equity Compensation Plan Information

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Pension Plan

         The named executives participate in the Martin Marietta Materials, Inc. Pension Plan (the “Pension Plan”), which is sponsored by the Corporation and covers all of the Corporation’s executive officers and substantially all of the salaried employees of the Corporation on a non-contributing basis. Set forth below is a pension plan table which shows the estimated annual benefits payable under the Pension Plan and the Martin Marietta Materials, Inc. Supplemental Excess Retirement Plan (“SERP”) upon retirement for specified earnings and years of service under the Pension Plan.

       Compensation covered by the Pension Plan generally includes, but is not limited to, base salary, executive incentive compensation awards, lump sum payments in lieu of a salary increase, and overtime. The normal retirement age under the Pension Plan is 65, but unreduced early retirement benefits are available at age 62 and reduced benefits are available as early as age 55. The calculation of benefits under the Pension Plan is generally based on an annual accrual rate, average compensation for the highest consecutive five years of the ten years preceding retirement and the participant’s number of years of credited service. Benefits payable under the Pension Plan are subject to current Internal Revenue Code limitations. The SERP generally provides for the payment of benefits in excess of the Internal Revenue Code limits, which benefits vest in the same manner that benefits vest under the Pension Plan. The SERP provides for a lump sum payment of the vested benefits provided by the SERP unless the participant chooses to receive the benefits in the same manner that benefits are paid under the Pension Plan. The amounts listed in the foregoing table are not subject to any deduction for Social Security benefits or other offset amounts.

         As of December 31, 2003, the estimated total annual benefits payable upon retirement at age 65 for the individuals named in the compensation table, based on continued employment at current compensation, are as follows: Mr. Zelnak, $611,710; Mr. Sipling, $224,908; Ms. Henry, $266,349; Mr. Moe, $207,296; and Mr. Stewart, $156,351. These amounts include benefits that are payable under the SERP. The years of credited service upon assumed retirement at age 65 for Mr. Zelnak, Mr. Sipling, Ms. Henry, Mr. Moe, and Mr. Stewart are 28.75 years, 26.67 years, 41.67 years, 36.92 years, and 31.67 years, respectively. The compensation covered by the Pension Plan and the SERP for the

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Employment Protection Agreements

         The Corporation has entered into Employment Protection Agreements, as amended from time to time (the “Agreements”), with each of the executive officers listed in the summary compensation table. The purpose of these Agreements is to provide the Corporation’s key executives with payments and benefits upon certain types of terminations within two years and 30 days following a “Change of Control.” For purposes of the Agreements, a Change of Control is generally defined as (i) the acquisition by any person, or related group of persons, of 40% or more of either the outstanding common stock of the Corporation or the combined voting power of the Corporation’s outstanding securities, (ii) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the Corporation’s assets following which the Corporation’s shareholders before such event fail to own more than 50% of the resulting entity, (iii) a change in the majority membership of the Board, or (iv) a liquidation or dissolution of the Corporation.

         The Agreements provide that if, within the two-year period following a Change of Control, an executive is terminated without “Cause” (as defined in the Agreements) or terminates his employment with “Good Reason” (as defined in the Agreements), or if the executive voluntarily terminates his employment for any reason during the thirty-day period following the second anniversary of the Change of Control, the Corporation is obligated to pay the executive, in a lump sum, an amount equal to three times the sum of the executive’s “Base Salary” and “Annual Bonus.” For purposes of the Agreements, Base Salary means the highest annual rate of base salary that the executive received within the twelve-month period ending on the date of the Change of Control, and Annual Bonus means the executive’s highest annual bonus paid during the period beginning five years prior to the Change of Control and ending on the date of the executive’s termination of employment. In addition, for three years following termination of employment, the Corporation must provide the executive with welfare benefits that are generally as favorable as those the executive enjoyed prior to the Change of Control. The Corporation must also continue to provide the executive all benefits provided under the Corporation’s defined benefit and defined contribution retirement plans and provide the executive with the same retiree medical benefits that were in effect for retirees immediately prior to the Change of Control. Furthermore, the Agreements provide for “gross up” payments to compensate the executives for any golden parachute excise taxes imposed under the Internal Revenue Code on account of the severance amounts.

         The term of the Agreements is one year following their effective dates. On each anniversary date of the effective date, the Agreements are renewed for one additional year, unless either party gives notice of its intent to cancel the automatic extension. If, prior to termination, a Change of Control occurs or the Board becomes aware of circumstances which in the ordinary course result in a Change of Control, then under no circumstances will the Agreements terminate prior to 31 days after the second anniversary of the Change of Control.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER

         The members of the Corporation’s Management Development and Compensation Committee in 2003 were Directors McDonald, Adamson, Leonard, and Reed, none of whom was, during 2003 or formerly, an officer or employee of the Corporation or any of its subsidiaries. There are no executive

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FINANCIAL STATEMENTS

         Upon the written request of any shareholder, the Corporation will provide without charge a copy of its Annual Report on Form 10-K for the year ended December 31, 2003, filed with the Securities and Exchange Commission. Requests should be mailed to the Corporate Secretary, Martin Marietta Materials, Inc., 2710 Wycliff Road, Raleigh, North Carolina 27607. A copy of such Annual Report is also posted and available for public viewing on the Corporation’s web site at www.martinmarietta.com.

METHOD OF PROXY SOLICITATION

         The entire cost of preparing, assembling, printing, and mailing the Notice of Meeting, this proxy statement, and proxies, and the cost of soliciting proxies relating to the meeting, if any, has been or will be paid by the Corporation. In addition to use of the mails, proxies may be solicited by officers, Directors, and other regular employees of the Corporation by telephone, facsimile, or personal solicitation, and no additional compensation will be paid to such individuals. The Corporation will use the services of Morrow & Co., Inc., a professional soliciting organization, to assist in obtaining in person or by proxy the largest number of shareholder vote as is possible. The Corporation estimates its expenses for solicitation services will not exceed $10,000. The Corporation will, if requested, reimburse banks, brokerage houses and other custodians, nominees and certain fiduciaries for their reasonable expenses incurred in mailing proxy materials to their principals.

OTHER MATTERS

         At the time this proxy statement was filed with the Securities and Exchange Commission, the Board of Directors was not aware that any matters not referred to herein would be presented for action at the annual meeting. If any other matters properly come before the meeting, it is intended that the persons named in the enclosed proxy will vote the shares represented by proxies on such matters in accordance with their judgment in the best interest of the Corporation. It is also intended that discretionary authority will be exercised with respect to the vote on any matters incident to the conduct of the meeting.

INCORPORATION BY REFERENCE

         The Report of the Audit Committee beginning on page 15, the Report of the Management Development and Compensation Committee beginning on page 18, and the Performance Graph on page 23 do not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing by the Corporation under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Corporation specifically incorporates such information by reference.

SHAREHOLDERS’ PROPOSALS FOR 2005 ANNUAL MEETING

         Proposals by shareholders for nominations for Directors or other matters intended to be presented at the 2005 Annual Meeting of Shareholders of the Corporation must be received by the Secretary of the Corporation no later than December 1, 2004 in order to be included in the proxy statement and on the Proxy Card that will be solicited by the Board of Directors in connection with that meeting. The inclusion of any proposal will be subject to applicable rules of the Securities and Exchange Commission. In

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March 31, 2004

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APPENDIX A

MARTIN MARIETTA MATERIALS, INC.

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APPENDIX B

MARTIN MARIETTA MATERIALS, INC.

         The Audit Committee will, except when such powers are by statute or the Articles of Incorporation or the Bylaws reserved to the full Board or delegated to another committee of the Board, possess and may exercise the powers of the Board relating to accounting, auditing and financial reporting matters of the Corporation.

Purpose

         The purpose of the Committee is to assist the Board in overseeing the integrity of the Corporation’s financial statements, the Corporation’s compliance with legal and regulatory requirements, the qualifications and independence of the Corporation’s independent auditors, and the performance of the Corporation’s internal audit function and independent auditors.

Composition

         The Committee will be comprised of three or more Directors, including a chairperson, who are not officers or employees of the Corporation. The members of the Committee will meet all the requirements of the New York Stock Exchange (“NYSE”), the Securities and Exchange Commission (“SEC”) and other applicable rules and regulations, including the independence and experience requirements. Each Committee member will be financially literate or will become financially literate within a reasonable period of time after appointment to the Committee, and at least one member of the Committee will have accounting or related financial management expertise. A member of the Committee who satisfies the definition of “audit committee financial expert” may be presumed to be financially literate. No member of the Committee may serve on the audit committees of more than three public companies (including the Corporation) unless the Board of Directors determines that the service will not impair the ability of such member to effectively serve on the Committee and such determination is disclosed in the Corporation’s annual proxy statement or Annual Report on Form 10-K. The foregoing qualifications will be determined by the Board in its business judgment. The members of the Committee and the Chairperson of the Committee will be elected by the Board to serve at the pleasure of the Board of Directors and until their successors are duly elected and qualified.

Independence Requirements

         In addition to satisfying the Guidelines for Independence adopted by the Board of Directors, as amended from time to time, the members of the Committee will not receive, directly or indirectly, any consulting, advisory or other compensation from the Corporation or any of its subsidiaries, other than directors’ fees and fixed compensation under a retirement plan for prior service with the Corporation, as long as the compensation is not contingent on continued service. A member of the Committee may not be an “affiliated person” of the Corporation or any of its subsidiaries, apart from serving as a director on the Board of Directors, who directly or indirectly through intermediaries, controls, or is controlled by, or is under common control with, the Corporation. A person who is not an executive officer and who does not beneficially own, directly or indirectly, more than 10% of the voting stock of the Corporation is not deemed to “control” the Corporation.

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Meetings

         The Committee will hold at least five meetings annually and will meet in separate executive sessions with the Corporation’s management, independent auditors, and internal audit department representatives to review and resolve matters of concern presented to the Committee. The Committee may meet as many additional times as the Committee deems necessary or appropriate.

Responsibilities

         The Corporation’s management is responsible for maintaining an effective internal control structure and preparing the Corporation’s financial statements, and the independent auditors are responsible for auditing the financial statements. The Committee will oversee the conduct of these activities by the Corporation’s management and its internal and independent auditors. The Committee’s policies and procedures will remain flexible to permit it to react to changing conditions and pertinent requirements. In carrying out its oversight responsibilities, the Committee is not providing any expert or special assurance as to the Corporation’s financial statements or any certification as to the independent auditors’ work.

         In carrying out its oversight function, the Committee will perform the following:

         Independent Auditors:

         Retain and terminate, in the Committee’s sole discretion, the Corporation’s independent auditors. This includes communicating to the independent auditors that they are ultimately accountable to the Committee.

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Internal Auditors:

Financial Reporting Process:

         Audited Financial Statements. At the completion of the annual audit review with management, the internal auditors, and the independent auditors the following:

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         Interim Financial Statements. The Committee, through the Chairperson or the Committee as a whole, will review with management of the Corporation and the independent auditors, prior to filing the quarterly reports on Form 10-Q, any matters described in Statement on Auditing Standards No. 61, Communications with Audit Committees and identified as having a significant effect on the interim financial statements. In connection with this review, the Committee, through its Chairperson or as a whole, will discuss earnings press releases with management, prior to their release.

         Financial Reporting Practices. The Committee will review annually with management, the internal auditors, and the independent auditors the following:

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         Information Provided to Analysts and Rating Agencies. The Committee will review and discuss with management earnings press releases, financial information, and earnings guidance provided to analysts and rating agencies.

General Matters

         The Committee is granted the authority to investigate any matter or activity within the scope of its responsibility. All employees will be directed to cooperate as requested by members of the Committee.

         The Committee may, in its sole discretion, at the Corporation’s expense and without the requirement of obtaining Board approval, retain outside legal, accounting, or other consultants or experts, as it deems necessary to assist in its investigations.

         The Committee will establish procedures for receiving, retention, and treatment of complaints regarding accounting or auditing matters, subject to SEC and NYSE requirements.

         The Committee will investigate any material violations of securities laws or breaches of fiduciary duty that are reported to them due to management not taking appropriate action on such matters.

         The Committee will establish hiring policies and guidelines for employees or former employees of the independent auditors, subject to SEC and NYSE requirements.

         The Committee will review and reassess the adequacy of this charter annually in compliance with applicable NYSE Audit Committee Requirements or other laws and regulations and recommend proposed changes, if any, to the Board for approval. The Committee will conduct and present to the Board and/or the Nominating and Corporate Governance Committee an annual performance evaluation of the Committee.

         The Committee will approve the report required under SEC and NYSE rules to be included in the Corporation’s annual proxy statement, including publication of this charter at least every three years as an appendix to the proxy statement.

         The Committee will report to the Board the matters that come before it, and all formal actions will be reported to the Committee at its meeting next succeeding such action, and will be subject to revisions and alteration by the Board as appropriate, except as otherwise provided in this charter.

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APPENDIX C

MARTIN MARIETTA MATERIALS, INC.

         Preamble: The following guidelines are one of the tools used to assist the Nominating and Corporate Governance Committee in the exercise of its responsibility to evaluate the suitability of new potential candidates for the Board of Directors, consistent with any criteria set out in the Corporation’s Corporate Governance Guidelines. In evaluating a new potential candidate who is not an employee or former employee of the Corporation, the Nominating and Corporate Governance Committee would take into consideration the extent to which the candidate has the personal characteristics and core competencies outlined in one or more of the guidelines set out below, and would take into account all other factors it considers appropriate, including the overall composition of the Board. These guidelines are in addition to and are not intended to change or interpret any law or regulation, or the Corporation’s Articles of Incorporation or Bylaws. The guidelines are subject to modification from time to time by the Nominating and Corporate Governance Committee.

          1. Candidates should have a long-term history of the highest integrity and should ascribe fully to the ethics program of the Corporation.

          2. Candidates should be experienced and seasoned but still active in their careers. Ideally they should have five years or more expected in their full-time career before normal retirement.

          3. Consideration should be given to matching the geographic base of the candidate with the geographic coverage of the Corporation.

          4. Consideration should be given to diversity on the Board, including candidates that have ethnic backgrounds that reflect the constituencies of the Corporation.

          5. Generally, candidates should not come from firms or companies that are significant sellers or buyers of good and services to or from the Corporation.

          6. Candidates who would serve on the Corporation’s Audit Committee, Nominating and Corporate Governance Committee, or Management Development and Compensation Committee should be “independent” as defined by the Securities and Exchange Commission, the New York Stock Exchange and the Corporation’s Corporate Governance Guidelines.

          7. Given the nature of Board governance, the background and expertise of candidates should reflect the skill needs of the Board and the Corporation. With the Securities and Exchange Commission requirements with respect to audit committees and the financial nature of much of what the Board is responsible for, a significant number of Board members need to have strong financial knowledge.

          8. Candidates should have significant professional experience to make a significant contribution to the Board such that the overall composition of the Board includes expertise in the following areas: audit committee financial experts, legal, human resources, business strategy, marketing, the primary businesses in which the Corporation operates, and other areas of importance to the Corporation.

          9. Public company experience is highly desirable.

         10. Candidates from education or nonprofit organizations will be considered where there is a specific priority need identified by the Board and where such a candidate can add value.

         11. Board candidates ideally would serve on no more than three for-profit boards inclusive of Martin Marietta Materials to assure adequate time to discharge the duties of a Board member.

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MARTIN MARIETTA MATERIALS, INC.

The undersigned hereby appoints Stephen P. Zelnak, Jr. and Janice K. Henry, and each or either of them, proxies, with full power of substitution, with the powers the undersigned would possess if personally present, to vote, as designated below, all shares of the common stock of the undersigned in Martin Marietta Materials, Inc. at the Annual Meeting of Shareholders to be held on May 25, 2004, and at any adjournment thereof.

    o FOR all listed nominees (except do not vote for the nominee(s) whose name(s) I have written below)

    o WITHHOLD AUTHORITY to vote for the listed nominees

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MARTIN MARIETTA MATERIALS, INC.

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This proxy is solicited by the Board of Directors and when properly executed will be voted as specified herein and, unless otherwise directed, will be voted FOR the election of all nominees as Directors and FOR the ratification of selection of Ernst & Young LLP as independent auditors. The Board of Directors recommends voting FOR each item.

Receipt of Notice of Annual Meeting of Shareholders and accompanying Proxy Statement is hereby acknowledged.