UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) February 22, 2006

Martin Marietta Materials, Inc.

(Exact Name of Registrant as Specified in Its Charter)

North Carolina

(State or Other Jurisdiction of Incorporation)

1-12744		56-1848578
(Commission File Number)		(IRS Employer Identification No.)
2710 Wycliff Road, Raleigh, North Carolina		27607
(Address of Principal Executive Offices)		(Zip Code)

(919) 781-4550

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

     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:

		o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
		o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
		o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
		o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 7.01 Regulation FD Disclosure.

The Corporation announced that the Board of Directors has authorized the repurchase of an additional five million shares of the Corporation’s common stock.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1

Press Release dated February 22, 2006, announcing that the Board of Directors of the Corporation has authorized the repurchase of an additional five million shares of the Corporation’s common stock.

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 No.		Description
99.1		Press Release dated February 22, 2006, announcing that the Board of Directors of the Corporation has authorized the repurchase of an additional five million shares of the Corporation’s common stock.

EXHIBIT 99.1

		FOR IMMEDIATE RELEASE				Contact:		Anne H. Lloyd
								Senior Vice President, Chief
								Financial Officer and Chief
								Accounting Officer
								(919) 783-4660
								www.martinmarietta.com

MARTIN MARIETTA MATERIALS, INC.
BOARD OF DIRECTORS AUTHORIZES THE REPURCHASE OF
AN ADDITIONAL 5,000,000 SHARES OF COMMON STOCK

RALEIGH, North Carolina, (February 22, 2006) – Stephen P. Zelnak, Jr., Chairman and Chief Executive Officer of Martin Marietta Materials, Inc. (NYSE: MLM), today announced that the Board of Directors of the Corporation has authorized the repurchase of up to 5,000,000 shares of the Corporation’s common stock. This authorization, combined with the 1,100,000 shares remaining under prior authorizations, dated February 1, 1994, and March 27, 1998, represents approximately 13% of the common shares outstanding at December 31, 2005. Under this authorization, the Corporation may repurchase shares of its common stock in the open market or through private transactions at such prices and upon such terms as the Chairman and Chief Executive Officer deems appropriate.

Commenting on the repurchase authorization, Stephen P. Zelnak, Jr. stated, “Based on current forecasted construction activity, we expect strong cash generation in 2006. This authorization is an important step in continuing the execution of our strategy related to the deployment of excess cash, including maximizing total shareholder value.”

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.

MLM Expands Stock Buyback Program
Page 2
February 22, 2006

If you are interested in Martin Marietta Materials, Inc. stock, management recommends that, at a minimum, you read the Corporation’s current annual report and 10-K, 10-Q and 8-K reports to the SEC over the past year. The Corporation’s recent proxy statement for the annual meeting of shareholders also contains important information. These and other materials that have been filed with the SEC are accessible through the Corporation’s Web site at www.martinmarietta.com and are also available at the SEC’s Web site at www.sec.gov. You may also write or call the Corporation’s Corporate Secretary, who will provide copies of such reports.

Investors are cautioned that all statements in this press release that relate to the future involve risks and uncertainties, and are based on assumptions that the Corporation believes in good faith are reasonable but which may be materially different from actual results. Forward-looking statements give the investor our expectations or forecasts of future events. You can identify these statements by the fact that they do not relate only to historical or current facts. They may use words such as “anticipate,” “expect,” “should be,” “believe,” and other words of similar meaning in connection with future events or future operating or financial performance. Any or all of our forward-looking statements here and in other publications may turn out to be wrong. Factors that the Corporation currently believes could cause actual results to differ materially from the forward-looking statements in this press release include, but are not limited to, the generation of sufficient cash flow to meet strategic objectives related to the deployment of cash; and other risk factors listed from time to time found in the Corporation’s filings with the Securities and Exchange Commission. Other factors besides those listed here may also adversely affect the Corporation, and may be material to the Corporation. The Corporation assumes no obligation to update any such forward-looking statements.

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