Edgar Filing: MARTIN MARIETTA MATERIALS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ZELNAK STEPHEN P JR

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
__X__ Officer (give title below)	_____ Other (specify below)
Chm. and CEO

(Last)

(First)

(Middle)

MARTIN MARIETTA MATERIALS, INC., 2710 WYCLIFF ROAD

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2007

(Street)

RALEIGH, NC 27607

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/06/2007		M		12,000	A	$ 47.75	148,737	D
Common Stock	03/06/2007		M		15,000	A	$ 48	163,737	D
Common Stock	03/06/2007		F		6,948	D	$ 121.56	156,789	D
Common Stock	03/06/2007		S		20,052	D	$ 122.84 ⁽¹⁾	136,737	D
Common Stock	03/07/2007		M		20,000	A	$ 48	156,737	D
Common Stock	03/07/2007		F		5,169	D	$ 122.68	151,568	D
Common Stock	03/07/2007		S		14,831	D	$ 125.32 ⁽²⁾	136,737	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (Right to buy)

$ 47.75

03/06/2007

12,000

⁽³⁾

08/20/2008

Common Stock

12,000

$ 0

Stock Options (Right to buy)

$ 48

03/06/2007

15,000

⁽³⁾

08/19/2009

Common Stock

15,000

$ 0

60,000

Stock Options (Right to buy)

$ 48

03/07/2007

20,000

⁽³⁾

08/19/2009

Common Stock

20,000

$ 0

40,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ZELNAK STEPHEN P JR MARTIN MARIETTA MATERIALS, INC. 2710 WYCLIFF ROAD RALEIGH, NC 27607	X		Chm. and CEO

Signatures

Stephen P. Zelnak, Jr.		03/07/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(3)	Non-qualified stock option award granted under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan. Options become exercisable in three equal annual installments commencing one year from the date of grant.
(2)	The shares sold on this date were sold in multiple transactions. This price is the weighted average sales price per share of all shares sold on this date. The actual sales prices were: 331 at $124.49; 300 at $124.50; 200 at $124.55; 100 at $124.61; 200 at $124.62; 100 at $124.68; 200 at $124.71; 200 at $124.87; 100 at $124.88; 100 at $124.91; 200 at $124.93; 200 at $124.94; 2600 at $124.98; 100 at $125.06; 100 at $125.08; 100 at $125.09; 300 at $125.14; 100 at $125.15; 300 at $125.17; 100 at $125.29; 100 at $125.30; 100 at $125.39; 400 at $125.40; 100 at $125.41; 500 at $125.42; 300 at $125.47; 400 at $125.48; 200 at $125.49; 300 at $125.50; 300 at $125.53; 300 at $125.54; 700 at $125.56; 100 at $125.57; 300 at $125.58; 300 at $125.59; 1300 at $125.61; 200 at $125.62; 100 at $125.64; 200 at $125.65; 100 at $125.66; 100 at $125.72; 500 at $125.73; 700 at $125.74; 100 at $125.75; 100 at $125.76; 300 at $125.77; 400 at $125.78; 200 at $125.79; 100 at $125.80; 100 at $125.82.
(1)	The shares sold on this date were sold in multiple transactions. This price is the weighted average sales price per share of all shares sold on this date. The actual sales prices were: 100 at $122.56; 100 at $122.57; 100 at $122.60; 100 at $122.61; 800 at $122.62; 1400 at $122.63; 300 at $122.64; 300 at $122.66; 1500 at $122.67; 900 at $122.68; 100 at $122.69; 1900 at $122.70; 200 at $122.72; 100 at $122.74; 100 at $122.75; 300 at $122.76; 100 at $122.78; 2300 at $122.80; 400 at $122.81; 200 at $122.82; 100 at $122.83; 700 at $122.84; 1000 at $122.85; 400 at $122.86; 100 at $122.87; 300 at $122.88; 100 at $122.89; 100 at $122.91; 200 at $122.93; 100 at $122.94; 100 at $122.96; 652 at $122.99; 800 at $123.00; 100 at $123.01; 200 at $123.03; 200 at $123.04; 1300 at $123.07; 400 at $123.08; 100 at $123.09; 100 at $123.10; 100 at $123.12; 400 at $123.14; 400 at $123.18; 100 at $123.19; 100 at $123.24; 300 at $123.30; 100 at $123.36; 200 at $123.37.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.