UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

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) February 9, 2005

Martin Marietta Materials, Inc.

North Carolina

(919) 781-4550

Not Applicable

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 2.02 Results of Operations and Financial Condition.

On February 9, 2005, the Corporation announced financial results for the fourth quarter and year ended December 31, 2004. The press release, dated February 9, 2005, is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On February 9, 2005, the Corporation announced financial results for the fourth quarter and year ended December 31, 2004. The press release, dated February 9, 2005, is furnished as Exhibit 99.1 to this report and is incorporated by reference herein. Additional information about the quarter, and the Corporation’s use of non-GAAP financial measures, which is available on the Corporation’s Web site at www.martinmarietta.com by clicking the heading “Financials”, in the “Investors” section and then clicking the quick link “Non-GAAP Financial Measures”, is furnished as Exhibit 99.2 to this report and is incorporated by reference herein.

The Corporation will host an online Web simulcast of its fourth-quarter and year ended 2004 earnings conference call on Thursday, February 9, 2005. The live broadcast of the Corporation’s conference call will begin at 2 p.m., Eastern Time, on February 9, 2005. An online replay will be available approximately two hours following the conclusion of the live broadcast. A link to these events will be available at the Corporation’s Web site at www.martinmarietta.com. For those investors without online web access, the conference call may also be accessed by calling
913-981-5509, confirmation number 338342. Additional information about the Corporation’s use of non-GAAP financial measures, as well as certain other financial or statistical information the Corporation may present at the conference call, will be provided on the Corporation’s Web site.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

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 by the undersigned hereunto duly authorized.

EXHIBIT INDEX

EXHIBIT 99.1

MARTIN MARIETTA MATERIALS, INC.
ANNOUNCES RECORD RESULTS FOR FOURTH QUARTER AND FULL YEAR

RALEIGH, North Carolina (February 9, 2005) – Martin Marietta Materials, Inc. (NYSE:MLM), today reported financial results for the fourth quarter and year ended December 31, 2004. Net earnings of $37.0 million, or $0.77 per diluted share, were at a record level for the quarter. For the year, net earnings of $129.2 million, or $2.66 per diluted share, was also at a record level. Cash provided by operating activities in 2004 was $266.8 million inclusive of a $51 million voluntary contribution to the Corporation’s pension plan. The Corporation repurchased 1.5 million shares of its common stock through open-market purchases, including 881,000 shares during the fourth quarter, and ended the year with $161.6 million in cash.

Fourth-quarter net earnings of $37.0 million, or $0.77 per diluted share, increased 26 percent versus 2003 fourth-quarter net earnings of $29.3 million, or $0.60 per diluted share. Net sales for the quarter were $391.0 million compared with $378.0 million in fourth quarter of 2003. Gross profit margin increased 140 basis points to 23.6 percent, reflecting strong price increases. For the fourth quarter, other operating income and expenses, net, was income of $8.7 million in 2004 compared with income of $4.0 million in 2003. The increase is primarily due to the pretax gain on the sale of certain asphalt plants in the Houston, Texas, market in 2004. The after-tax effect of this increase contributed $0.01 per diluted share to quarterly earnings compared with the prior year. Selling, general and administrative expenses as a percentage of sales were 8.3 percent, flat when compared with the prior-year quarter. Increased incentive compensation costs related to profitability improvement, regulatory compliance costs, and overhead from the Structural Composites business, were offset somewhat by overhead cost reduction programs. Earnings from operations for the fourth quarter of 2004 were $68.3 million, an increase of 21 percent compared with $56.3 million in 2003. Earnings from continuing operations were $35.6 million, or $0.74 per diluted share, compared with $33.1 million, or $0.68 per diluted share, in the prior-year quarter, despite a significantly higher tax rate of 38.4 percent in 2004 that includes the impact of the sale of certain assets. After-tax earnings from discontinued operations were $1.4 million for the quarter compared with an after-tax loss of $3.8 million in 2003.

Net sales for the year were $1.551 billion in 2004 compared with $1.476 billion in 2003. Operating earnings increased 16 percent to $226.6 million in 2004 versus $195.5 million in 2003. The Company posted after-tax earnings of $1.0 million on discontinued operations compared with an after-tax loss of $6.7 million in 2003. For the year, 2004 net earnings were $129.2 million, or $2.66 per diluted share, compared with 2003 net earnings of $93.6 million, or $1.91 per diluted share, inclusive of an accounting change.

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MLM Reports Fourth Quarter Results
Page 2
February 9, 2005

Management Commentary:

Stephen P. Zelnak, Jr., Chairman and CEO of Martin Marietta Materials, stated, “We were extremely pleased with our record quarterly and annual results. Our focus on cost reductions and efficiency improvements, coupled with a continued high level of demand at both our Aggregates and Magnesia Specialties operations, led to these outstanding results.

“For the quarter, our heritage Aggregates operation’s sales reflect strong price increases of 5.8 percent. Sales increased $9.1 million during the quarter, while gross profit increased $8.3 million during the same period, indicative of our continued focus on cost improvements and productivity gains. Overall, the Aggregates division’s operating margin increased 320 basis points to 18.7 percent for the quarter.

“During the quarter we divested three asphalt operations in the Houston area. We believe our customers will be well served as the new operators focus on the asphalt market and we focus on expanding our aggregates distribution network in Houston and South Texas. We also announced the formation of a joint venture with Hunt Midwest Enterprises during the quarter, which was effective January 1, 2005. Hunt Martin Materials will serve the greater Kansas City area, and we will operate the business as the managing partner.

“Fourth-quarter results for our Specialty Products segment were led by the strong performance of our Magnesia Specialties business. Sales for Magnesia Specialties grew 20 percent as a result of strong lime sales to the steel industry and increased chemicals sales to a variety of end users. Magnesia Specialties’ operating earnings were $4.0 million in the fourth quarter compared with $3.2 million in the prior-year period. Specialty Products results for the fourth quarter of 2004 include a loss of $3.7 million from operations in the Structural Composites business, compared with a loss of $1.8 million in the prior-year quarter, as we continue to build capabilities and work through the start-up phase of this business.

“We are pleased with cash generation in 2004. We ended the year with $162 million in cash compared with $125 million in the prior year, after investing $51 million in our pension plan, repurchasing $75 million of our common stock, increasing capital expenditures by $43 million and increasing dividends during the year. We will continue to evaluate ways to utilize our excess cash to provide benefits to our shareholders.

2005 Outlook

“Based on current forecasts and indications of business activity, we have a positive outlook for 2005. Currently, we expect aggregates shipments volume to increase 2 percent to 4 percent and aggregates pricing to increase 3 percent to 4 percent. We anticipate another strong year in our Magnesia Specialties business with pretax earnings in the range of $18 million to $20 million. In our Structural Composites business, our objectives are to cut the 2004 start-up loss in half and create a backlog of business that assures solid factory utilization.

“Under this scenario, we expect 2005 net earnings to range from $2.85 to $3.20 per diluted share. For the first quarter, we expect per share amounts to range from a loss of $0.10 per diluted share to net earnings of $0.05 per diluted share."”

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MLM Reports Fourth Quarter Results
Page 3
February 9, 2005

Operating Highlights:

Net sales for the Aggregates division for the fourth quarter were $363.9 million, a 2.6 percent increase over 2003 fourth-quarter sales of $354.7 million. Heritage aggregates pricing increased 5.8 percent. This increase was partially offset by a 1.0 percent decline in heritage aggregates shipments. Inclusive of acquisitions and divestitures, aggregates pricing increased 6.0 percent while aggregates shipments decreased 1.9 percent. The division’s earnings from operations for the quarter were $68.0 million in 2004 versus $55.0 million in the year-earlier period. Year-to-date net sales were $1.441 billion versus $1.388 billion in 2003. On a year-to-date basis, earnings from operations were $220.2 million in 2004 compared with $195.4 million in 2003. For the year, heritage aggregates volume increased 1.2 percent, while pricing was up 3.2 percent. Inclusive of acquisitions and divestitures, average selling price increased 3.2 percent while shipments were relatively flat.

Specialty Products’ fourth-quarter net sales of $27.1 million increased 17 percent over prior-year net sales of $23.3 million. Earnings from operations for the fourth quarter were $0.3 million compared with $1.3 million in the year-earlier period. For the year, net sales were $110.1 million and earnings from operations were $6.4 million compared with net sales of $88.3 million and earnings from operations of $0.1 million for 2003.

Accounting Change:

Effective January 1, 2003, the Corporation adopted Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations (“FAS 143”). The cumulative effect of adopting FAS 143 was an after-tax charge of $6.9 million, or $0.14 per diluted share.

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The Company will host an online Web simulcast of its fourth-quarter 2004 earnings conference call later today (February 9, 2005). The live broadcast of Martin Marietta Materials’ conference call will begin at 2 p.m. Eastern Time. An online replay will be available approximately two hours following the conclusion of the live broadcast. A link to these events will be available at the Company’s Web site: www.martinmarietta.com.

For those investors without online web access, the conference call may also be accessed by calling 913-981-5509; confirmation number 338342.

For more information about Martin Marietta, refer to our Web site at www.martinmarietta.com

Martin Marietta is the nation’s second largest producer of construction aggregates, a leading producer of magnesia-based chemical products and is developing structural composites products for use in a wide variety of industries.

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MLM Reports Fourth Quarter Results
Page 4
February 9, 2005

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MLM Reports Fourth-Quarter Results
Page 5
February 9, 2005

MARTIN MARIETTA MATERIALS, INC.
Unaudited Statement of Earnings
(In millions, except per share amounts)

Certain 2003 amounts have been reclassified to conform to the 2004 presentation. These reclassifications had no impact on previously reported net earnings or financial position.

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MLM Reports Fourth-Quarter Results
Page 6
February 9, 2005

MARTIN MARIETTA MATERIALS, INC.
Unaudited Financial Highlights
(In millions)

A reconciliation of Net Cash Provided by Operating Activities to EBITDA is as follows:

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MLM Reports Fourth-Quarter Results
Page 7
February 9, 2005

MARTIN MARIETTA MATERIALS, INC.
Unaudited Balance Sheet Data
(In millions)

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MLM Reports Fourth-Quarter Results
Page 8
February 9, 2005

MARTIN MARIETTA MATERIALS, INC.
Unaudited Statement of Cash Flows
(In millions)

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MLM Reports Fourth-Quarter Results
Page 9
February 9, 2005

MARTIN MARIETTA MATERIALS, INC.
Unaudited Operational Highlights

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Exhibit 99.2

Additional Information about Non-GAAP Financial Measures Available on the Corporation’s Web site

From time to time management may publicly disclose certain “non-GAAP financial measures” in the course of our financial presentations, earnings releases, earnings conference calls, and otherwise. For these purposes, the SEC defines a “non-GAAP financial measure” as a numerical measure of historical or future financial performance, financial position, or cash flows that excludes amounts, or is subject to adjustments that effectively exclude amounts, included in the most directly comparable measure calculated and presented in accordance with GAAP in financial statements, and vice versa for measures that include amounts, or is subject to adjustments that effectively include amounts, that are excluded from the most directly comparable measure so calculated and presented. For these purposes, “GAAP” refers to generally accepted accounting principles in the United States.

Non-GAAP financial measures disclosed by management are provided as additional information to investors in order to provide them with an alternative method for assessing our financial condition and operating results. These measures are not in accordance with, or a substitute for, GAAP, and may be different from or inconsistent with non-GAAP financial measures used by other companies.

Pursuant to the requirements of Regulation G, whenever we refer to a non-GAAP financial measure, we will also generally present, on this Web site, the most directly comparable financial measure calculated and presented in accordance with GAAP, along with a reconciliation of the differences between the non-GAAP financial measure we reference with such comparable GAAP financial measure.

One such non-GAAP financial measure we may present from time to time is Earnings before Interest, Income Taxes, Depreciation, Depletion and Amortization (“EBITDA”). EBITDA is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net earnings (loss), operating earnings (loss), cash flow provided by operating activities or other income or cash flow data prepared in accordance with GAAP. However, the Corporation’s management believes that EBITDA may provide additional information with respect to the Corporation’s performance or ability to meet its future debt service, capital expenditures and working capital requirements. Because EBITDA excludes some, but not all, items that affect net earnings and may vary among companies, the EBITDA presented by Martin Marietta Materials may not be comparable to similarly titled measures of other companies. Martin Marietta Materials calculates EBITDA as:

Net earnings (loss) before interest expense, income tax expense (benefit) and depreciation, depletion and amortization expense. EBITDA is also before the cumulative effect of a change in accounting principle, if applicable.

The following tables present Martin Marietta Materials’ reconciliations between net income and net cash provided by operating activities to EBITDA for the years 1994 to 2004, quarterly and year-to-date periods in 2003 and 2004 (see Web site for tables)

Another non-GAAP financial measure we may present from time to time is Free Cash Flow. Martin Marietta Materials calculates Free Cash Flow as:

Net cash provided by operating activities less capital expenditures and dividends paid. Proceeds from divestitures of assets are then added to determine Free Cash Flow.

The following table reconciles net cash provided by operating activities to free cash flow for the years 2000 to 2004 (see Web site for table)