Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  NNS Holding
 2. Date of Event Requiring Statement (Month/Day/Year)
08/15/2007		 3. Issuer Name and Ticker or Trading Symbol
MARTIN MARIETTA MATERIALS INC [MLM]
(Last)
(First)
(Middle)
C/O M& C CORP. SERVICES, PO BOX 309GT, UGLAND HOUSE, SOUTH CHURCH STREET		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

GEORGE TOWN, E9 E9		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Shares of Common Stock, par value $0.01 3,429,747
D (1)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Put option (obligation to buy) 08/15/2007 08/15/2007 Common Stock 66,570 $ 140 D (1)  
Put option (obligation to buy) 08/15/2007 08/15/2007 Common Stock 133,245 $ 140 D (1)  
Put option (obligation to buy) 12/14/2007 12/14/2007 Common Stock 66,570 $ 140 D (1)  
Call option (right to buy) (2) 05/07/2008 05/07/2008 Common Stock 967,897 $ 131.87 D (1)  
Put option (obligation to buy) (2) 05/07/2008 05/07/2008 Common Stock 967,897 $ 131.87 D (1)  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NNS Holding
C/O M& C CORP. SERVICES, PO BOX 309GT
UGLAND HOUSE, SOUTH CHURCH STREET
GEORGE TOWN, E9 E9		     X    
Sawiris Nassef
3 NESSIM STREET
CAIRO, H2 NOT APPLIC		     X    
Norman Philip
C/O M&C CORPORATE SERVICES
UGLAND HOUSE, SOUTH CHURCH STREET
GRAND CAYMAN, E9 E9 11221		     X    

Signatures

/s/ NASSEF SAWIRIS - as a director on behalf of NNS Holding 08/16/2007
**Signature of Reporting Person Date
/s/ NASSEF SAWIRIS 08/16/2007
**Signature of Reporting Person Date
/s/ PHILIP NORMAN 08/16/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) See attached joint filer information.
(2) The reporting person entered into a European-style forward buy transaction, in which it purchased a call option permitting NNS Holding to call 967,897 shares at an exercise price of $131.87 per call on May 7, 2008. On the same date and with the same counterparty as the related call, NNS Holding sold a put option giving the counterparty the right to deliver 967,897 shares at an exercise price of $131.87 on May 7, 2008.

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