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* LLOYD ANNE H (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) Director 10% Owner X Officer (give title below) Other (specify below) EVP and CFO
	3. Date of Earliest Transaction (Month/Day/Year) 05/27/2014
	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	05/27/2014		F		819	D	$124.27	41,942	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:

	/s/ M. Guy Brooks, III, attorney-in-fact	05/28/2014
	** 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.

ANNE H. LLOYD
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  and any related documents, including Form 144
(including amendments to any of the foregoing)  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
ttorneys-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 27th day of May, 2014.

			/s/ Anne H. Lloyd___________________
					ANNE H. LLOYD


STATE OF NORTH CAROLINA)
				        )
COUNTY OF WAKE		        )


	On this 27th day of May, 2014, Anne H. Lloyd
personally appeared before me, and acknowledged that she
executed the foregoing instrument for the purposes therein
contained.
      IN WITNESS WHEREOF, I have hereunto set my hand and
official seal.


/s/ Robin Gracia Joyce_________________
Notary Public

My Commission Expires:_10-23-16______



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