SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ZELNAK STEPHEN P JR (Last) (First) (Middle) MARTIN MARIETTA MATERIALS, INC. 2710 WYCLIFF ROAD (Street) RALEIGH NC 27607 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MARTIN MARIETTA MATERIALS INC [ MLM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/30/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	06/30/2010		A		10	A	$67.85	90,840	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Common stock units were accrued under the Martin Marietta Materials, Inc. Common Stock Purchase Plan for Directors (the "Plan") and are to be settled in stock in a lump sum or in installments not to exceed 10 years commencing on (i) the date the reporting person ceases to be a Non-Employee Director or (ii) the date that is one month and one year following the date the reporting person ceases to be a Non-Employee Director, in accordance with the reporting person's election under the Plan.

	Roselyn Bar, attorney-in-fact	07/01/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

STEPHEN P. ZELNAK, JR.
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
      Know all by these presents, that the undersigned hereby makes,
 constitutes and appoints each of Roselyn R. Bar and M. Guy Brooks, III,
each acting individually, as the undersigned?s true and lawful attorney-
in-fact, with full power and authority as hereinafter described on behalf
of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Forms?3, 4,
and 5 (including any amendments thereto) with respect to the
securities of Martin Marietta Materials, Inc. a North Carolina
corporation (the ?Company?), with the United States Securities and
Exchange Commission, any national securities exchanges and the
Company, as considered necessary or advisable under Section?16(a)
of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time
(the ?Exchange Act?);
(2) seek or obtain, as the undersigned's representative and on
the undersigned's behalf, information on transactions in the
Company's securities from any third party, including brokers,
employee benefit plan administrators and trustees, and the
undersigned hereby authorizes any such person to release any such
information to the undersigned and approves and ratifies any such
release of information; and
(3) perform any and all other acts which in the discretion of
such attorney-in-fact are necessary or desirable for and on behalf
of the undersigned in connection with the foregoing.

      The undersigned acknowledges that:
(1) this Power of Attorney authorizes, but does not require, each
such attorney-in-fact to act in their discretion on information
provided to such attorney-in-fact without independent verification
of such information;
(2) any documents prepared and/or executed by either such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney will be in such form and will contain such
information and disclosure as such attorney-in-fact, in his or her
discretion, deems necessary or desirable;
(3) neither the Company nor either of such attorneys-in-fact
assumes (i) any liability for the undersigned's responsibility to
comply with the requirement of the Exchange Act, (ii) any liability
of the undersigned for any failure to comply with such
requirements, or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the
Exchange Act; and
(4) this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned?s obligations
under the Exchange Act, including without limitation the reporting
requirements under Section 16 of the Exchange Act.

      The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full power and authority to do and perform all and
every act and thing whatsoever requisite, necessary or appropriate to be
done in and about the foregoing matters as fully to all intents and
purposes as the undersigned might or could do if present, hereby
ratifying all that each such attorney-in-fact of, for and on behalf of
the undersigned, shall lawfully do or cause to be done by virtue of this
Limited Power of Attorney.
      This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to each such
attorney-in-fact.
      IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this _28th _ day of ___May__________, 2010.

					_/s/  Stephen P. Zelnak, Jr._____________
					STEPHEN P. ZELNAK, JR.


STATE OF NORTH CAROLINA)

COUNTY OF __Durham________)

      On this _28th ___ day of ___May_____________, 2010, Stephen P.
Zelnak, Jr. personally appeared before me, and acknowledged that he
executed the foregoing instrument for the purposes therein contained.

      IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

_/s/  Rebecca M. DeMeritte__________
Notary Public

My Commission Expires: __3/21/2015__





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