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
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(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)
Chairman and CEO
(Last)
(First)
(Middle)
MARTIN MARIETTA MATERIALS INC, 2710 WYCLIFF ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
03/08/2007
(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)
Code V Amount (A) or (D) Price
Common Stock 03/08/2007   M   20,000 A $ 48 156,737 D  
Common Stock 03/08/2007   F   5,239 D $ 125.34 151,498 D  
Common Stock 03/08/2007   S   14,761 D $ 128.37 (2) 136,737 D  
Common Stock 03/09/2007   M   20,000 A $ 48 156,737 D  
Common Stock 03/09/2007   S   14,683 D $ 128.13 (3) 142,054 D  
Common Stock 03/09/2007   F   5,317 D $ 128.4 136,737 D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to buy) $ 48 03/08/2007   M     20,000   (1) 08/19/2009 Common Stock 20,000 $ 0 20,000 D  
Stock Options (Right to buy) $ 48 03/09/2007   M     20,000   (1) 08/19/2009 Common Stock 20,000 $ 0 0 D  

Reporting Owners

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

Signatures

 Stephen P. Zelnak, Jr.   03/12/2007
**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).
(1) 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: 100 at $128.18; 200 at $128.24; 1100 at $128.25; 400 at $128.26; 1761 at $128.28; 100 at $128.29; 1000 at $128.30; 600 at $128.31; 200 at $128.32; 700 at $128.33; 200 at $128.34; 300 at $128.35; 100 at $128.36; 100 at $128.38; 700 at $128.39; 400 at $128.40; 200 at $128.41; 700 at $128.42; 1700 at $128.43; 1000 at $128.44; 1000 at $128.45; 300 at $128.46; 200 at $128.47; 200 at $128.48; 800 at $128.49; 600 at $128.50; 100 at $128.53.
(3) This price is the weighted average sales price per share of all shares sold on this date. The actual sales prices were 200 @$127.65; 400 @$127.66; 100 @$127.67; 400 @$127.71; 100 @$127.73; 200 @$127.74; 100 @$127.75; 300 @$127.76; 400 @$127.77; 200 @$127.78; 100 @$127.79; 383 @$127.80; 300 @$127.81; 500 @$127.82; 100 @$127.83; 200 @$127.84; 100 @$127.85; 200@$127.86; 300 @$127.87; 100 @$127.89; 100 @$128.02; 700 @$128.03; 100 @128.08; 200 @$128.10; 300 @$128.12; 100 @$128.13; 900 @$128.14; 200 @$128.15; 400 @$128.17; 100 @128.19; 200 @$128.21; 800 @$128.22; 300 @$128.23; 200 @$128.25; 200 @128.26; 100 @$128.27; 200 @$128.30; 400 @$128.31; 200 @$128.32; 100 @$128.33; 100 @$128.34; 400 @$128.35; 100 @128.36; 200 @$128.37; 300 @$128.38; 200 @$128.39; 900 @$128.40; 200 @$128.41; 100 @128.42; 300 @$128.45; 100 @$128.46; 100 @$128.50; 100 @$128.53; 500 @$128.56; 100 @$128.59; 300 @$128.60; 100 @$128.62; 100 @$128.63

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