<PAGE>1


    As filed with the Securities and Exchange Commission on November 1, 1996

                                                    Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         MARTIN MARIETTA MATERIALS, INC.
             (Exact name of registrant as specified in its charter)

        North Carolina                                     56-1848578
(State or other jurisdiction                         (I.R.S. Employer
of incorporation or organization)                    Identification Number)

                                2710 Wycliff Road
                             Raleigh, NC 27607-3033
                     (Address of Principal Executive Office)

    Martin Marietta Materials, Inc. Common Stock Purchase Plan for Directors
            Martin Marietta Materials, Inc. Performance Sharing Plan
Martin Marietta Materials, Inc. Savings and Investment Plan for Hourly Employees
                            (Full title of the plans)

                              Bruce A. Deerson, Esq.
                  Vice President, Secretary and General Counsel
                         Martin Marietta Materials, Inc.
                                2710 Wycliff Road
                             Raleigh, NC 27607-3033
                                 (919) 781-4550
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    COPY TO:
                            John S. D'Alimonte, Esq.
                            Michael A. Schwartz, Esq.
                            Willkie Farr & Gallagher
                               One Citicorp Center
                              153 East 53rd Street
                               New York, NY 10022
                                 (212) 821-8000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                        Proposed                 Proposed
Title of                                maximum                  maximum
securities          Amount              offering                 aggregate             Amount of
to be               to be               price                    offering              registration
registered          registered (1)      per share (2)            price (2)             fee
---------------------------------------------------------------------------------------------------
<S>              <C>                <C>                      <C>                   <C>
Common Stock,
$0.01 par
value per share     2,050,000           $24.8125                 $50,865,625           $15,413.83

</TABLE>

(1)   Represents the shares of common stock of Martin Marietta Materials, Inc.
      issuable pursuant to the Martin Marietta Materials, Inc. Common Stock
      Purchase Plan for Directors (the "Directors Plan"), the Martin Marietta
      Materials, Inc. Performance Sharing Plan (the "Performance Plan") and the
      Martin Marietta Materials, Inc. Savings and Investment Plan for Hourly
      Employees (the "Savings Plan")(the Performance Plan and the Savings Plan
      are collectively referred to herein as the "401(k) Plans"). In addition,
      pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
      "Securities Act"), this registration statement on Form S-8 (the
      "Registration Statement") also covers an indeterminate amount of interests
      to be offered or sold pursuant to the 401(k) Plans.

(2)   Estimated solely for calculating the amount of the registration fee,
      pursuant to Rule 457(h) under the Securities Act.


<PAGE>2



                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents, filed with the Securities and Exchange
Commission (the "Commission") by Martin Marietta Materials, Inc., a North
Carolina corporation (the "Company") are incorporated by reference into the
Registration Statement:

                   (a) The Company's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1995, filed pursuant to the Securities
                  Exchange Act of 1934 (the "Exchange Act");

                   (b) The Company's Quarterly Reports on Form 10-Q for the
                  quarters ended March 31, 1996 and June 30, 1996, filed
                  pursuant to the Exchange Act;

                   (c) The Company's Current Report on Form 8-K, filed
                  October 25, 1996, pursuant to the Exchange Act; and

                   (d) The description of the common stock of the Company, par
                  value $0.01 per share (the "Common Stock"), contained in the
                  Company's registration statement on Form S-1 (file No.
                  33-72648) filed on December 15, 1993 pursuant to the
                  Securities Act, as amended by Amendment No. 1 filed on Form
                  S-1 on January 21, 1994, Amendment No. 2 filed on Form S-1 on
                  January 27, 1994, Amendment No. 3 filed on Form S-1 on
                  February 2, 1994 and Amendment No. 4 filed on Form S-1 on
                  February 17, 1994.

         In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of the Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of the filing of such documents with the Commission.

Item 4.  DESCRIPTION OF SECURITIES

                  Inapplicable



<PAGE>3


Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Inapplicable

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 55-2-02 of the North Carolina Business Corporation Act
("NCBCA") enables a corporation in its articles of incorporation to eliminate or
limit, with certain exceptions, the personal liability of a director for
monetary damages for breach of duty as a director. No such provision is
effective to eliminate or limit a director's liability for (i) acts or omissions
that the director at the time of the breach knew or believed to be clearly in
conflict with the best interests of the corporation, (ii) improper distributions
described in Section 55-8-33 of the NCBCA, (iii) any transaction from which the
director derived an improper personal benefit, or (iv) acts or omissions
occurring prior to the date the exculpatory provision became effective. The
Company's Articles of Incorporation limit the personal liability of its
directors to the fullest extent permitted by the NCBCA.

         Sections 55-8-50 through 55-8-58 of the NCBCA permit a corporation to
indemnify its directors, officers, employees or agents under either or both a
statutory or nonstatutory scheme of indemnification. Under the statutory scheme,
a corporation may, with certain exceptions, indemnify a director, officer,
employee or agent of the corporation who was, is or is threatened to be made, a
party to any threatened, pending or completed legal action, suit or proceeding,
whether civil, criminal, administrative, or investigative, because of the fact
that such person was a director, officer, agent or employee of the corporation,
or is or was serving at the bequest of such corporation as a director, officer,
employee or agent of another corporation or enterprise. This indemnity may
include the obligation to pay any judgment, settlement, penalty, fine (including
an excise tax assessed with respect to an employee benefit plan) and reasonable
expenses incurred in connection with a proceeding (including counsel fees), but
no such indemnification may be granted unless such director, officer, agent or
employee (i) conducted himself in good faith, (ii) reasonably believed (1) that
any action taken in his official capacity with the corporation was in the best
interest of the corporation or (2) that in all other cases his conduct at least
was not opposed to the corporation's best interest, and (iii) in the case of any
criminal proceeding, had not reasonable cause to believe his conduct was
unlawful. Whether a director has met the requisite standard of conduct for the
type of indemnification set forth above is determined by the board of directors,
a committee of directors, special legal counsel or the shareholders in
accordance with Section 55-8-55. A corporation may not indemnify a director
under the statutory scheme in connection with a proceeding by or in the right of
the corporation in which the

<PAGE>4


director was adjudged liable to the corporation or in connection with a
proceeding in which a director was adjudged liable on the basis of having
received an improper personal benefit.

         In addition to, and notwithstanding the conditions of and limitations
on indemnification described above under the statutory scheme, Section 55-8-57
of the NCBCA permits a corporation to indemnify or agree to indemnify any of its
directors, officers, employees or agents against liability and expenses
(including attorneys' fees) in any proceeding (including proceedings brought by
or on behalf of the corporation) arising out of their status as such or their
activities in such capacities, except for any liabilities or expenses incurred
on account of activities that were, at the time taken, known or believed by the
person to be clearly in conflict with the best interests of the corporation.
Because the Company's Bylaws provide for indemnification to the fullest extent
permitted under the NCBCA, the Company may indemnify its directors, officers and
employees in accordance with either the statutory or the nonstatutory standard.

         Sections 55-8-52 and 55-8-56 of the NCBCA requires a corporation,
unless its articles of incorporation provide otherwise, to indemnify a director
or officer who has been wholly successful on the merits or otherwise in the
defense of any proceeding to which such director or officer was, or was
threatened to be made, a party. Unless prohibited by the articles of
incorporation, a director or officer also may make application and obtain
court-ordered indemnification if the court determines that such director or
officer is fairly and reasonably entitled to such indemnification as provided in
Section 55-8-54 and 55-8-56.

         Additionally, Section 55-8-57 of the NCBCA authorizes a corporation to
purchase and maintain insurance on behalf of an individual who is or was a
director, officer, employee or agent of the corporation against certain
liabilities incurred by such persons, whether or not the corporation is
otherwise authorized by the NCBCA to indemnify such party. The Company's
directors and officers are currently covered under directors' and officers'
insurance policies maintained by Lockheed Martin Corporation which will
indemnify such persons against certain liabilities arising from acts or
omissions in the discharge of their duties. Such insurance policies provide $185
million coverage for liabilities, including liabilities for alleged violation of
securities laws.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Inapplicable



<PAGE>5


Item 8.  EXHIBITS

Exhibit No.


         4.1      Specimen Common Stock Certificate (incorporated by reference
                  to Exhibit 4.01 to the Martin Marietta Materials, Inc. Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1994.)

         4.2      Rights Agreement, dated as of October 21, 1996, between Martin
                  Marietta Materials, Inc., a North Carolina corporation, and
                  First Union National Bank of North Carolina, a North Carolina
                  corporation (incorporated by reference to Exhibit 1 to the
                  Martin Marietta Materials, Inc. Registration Statement on Form
                  8-A, filed October 21, 1996.)

         5.       Opinion of Willkie Farr & Gallagher, relating to the legality
                  of securities issuable under the Directors Plan.

         23.1     Consent of Ernst & Young LLP, Independent Auditors for Martin
                  Marietta Materials, Inc. and consolidated subsidiaries.

         23.2     Consent of KPMG Peat Marwick LLP, Independent Auditors for
                  Dravo Basic Materials Company, Inc. and subsidiaries.

         23.3     Consent of Willkie Farr & Gallagher (contained in Exhibit 5).

         24.      Power of Attorney (reference is made to the signature page).

         The Company hereby undertakes to submit the 401(k) Plans and any
amendments thereto to the Internal Revenue Service in a timely manner and will
make all changes required by the IRS in order to qualify the 401(k) Plans.


Item 9.  UNDERTAKINGS

         1.       The undersigned registrant hereby undertakes:

                   (a) To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration Statement:

                   (i) to include any prospectus required by Section 10(a)(3)
                       of the Securities Act;



<PAGE>6


                   (ii) to reflect in the prospectus any facts or events
                        arising after the effective date of the Registration
                        Statement (or the most recent post-effective
                        amendment thereof) which, individually or in the
                        aggregate, represent a fundamental change in the
                        information set forth in the Registration Statement;

                  (iii) to include any material information with respect to
                        the plan of distribution not previously disclosed in
                        the Registration Statement or any material change to
                        such information in the Registration statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

                   (b) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                   (c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the

<PAGE>7


opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.



<PAGE>8




                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Raleigh, State of North Carolina, on the 30th day of
October, 1996.

                                            MARTIN MARIETTA MATERIALS, INC.

                                            By:  /s/ Bruce A. Deerson
                                                 Bruce A. Deerson
                                                 Vice-President, Secretary,
                                                 and General Counsel


                  Pursuant to the requirements of the Securities Act, the
Benefit Plan Committee, the administrative committee of the Performance Sharing
Plan, has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Raleigh, State of
North Carolina, on the 30th day of October, 1996.


                             MARTIN MARIETTA MATERIALS, INC. PERFORMANCE
                             SHARING PLAN

                             BY:   MARTIN MARIETTA MATERIALS, INC. as plan
                                   administrator

                             BY:   THE BENEFIT PLAN COMMITTEE, acting on behalf
                                   of the plan administrator

                             BY:   /s/ Bruce A. Deerson
                                   A member of the Benefit Plan Committee


<PAGE>9




                  Pursuant to the requirements of the Securities Act, the
Benefit Plan Committee, the administrative committee of the Savings Plan, has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Raleigh, State of North
Carolina, on the 30th day of October, 1996.


                        MARTIN MARIETTA MATERIALS, INC. SAVINGS AND INVESTMENT
                        PLAN FOR HOURLY EMPLOYEES

                        BY: MARTIN MARIETTA MATERIALS, INC. as plan
                            administrator

                        BY: THE BENEFIT PLAN COMMITTEE, acting on behalf of
                            the plan administrator

                        BY:      /s/ Bruce A. Deerson
                                 A member of the Benefit Plan Committee


<PAGE>10




                               POWERS OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of the Company hereby severally constitutes and appoints Bruce A.
Deerson and Roselyn R. Bar and each of them, their true and lawful
attorneys-in-fact for the undersigned, in any and all capacities, each with full
power of substitution, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same with
exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each said attorney-in-fact, or any of them, may lawfully do or cause to be
done by virtue hereof.

                  Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
     Signature                        Title                                  Date
     ---------                        -----                                  ----

<S>                          <C>                                          <C>
 /s/ Marcus C. Bennett          Chairman of the Board                       Oct. 28, 1996
  Marcus C. Bennett


 /s/ Stephen P. Zelnak, Jr.     Vice-Chairman of the Board, President       Oct. 28, 1996
  Stephen P. Zelnak, Jr.         and Chief Executive Officer


 /s/ Janice K. Henry            Vice President, Chief Financial             Oct. 28, 1996
 Janice K. Henry                Officer, and Treasurer


 /s/ Edward D. Miles            Vice President, Controller and Chief        Oct. 28, 1996
 Edward D. Miles                Accounting Officer


 /s/ Richard G. Adamson         Director                                    Oct. 25, 1996
 Richard G. Adamson


 /s/ Bobby F. Leonard           Director                                    Oct. 25, 1996
  Bobby F. Leonard


 /s/ Frank H. Menaker, Jr.      Director                                    Oct. 28, 1996
  Frank H. Menaker, Jr.
</TABLE>

<PAGE>11

<TABLE>

<S>                         <C>                                           <C>
 /s/ James M. Reed
 James M. Reed                  Director                                    Oct. 28, 1996

 /s/ William B. Sansom
 William B. Sansom              Director                                    Oct. 28, 1996

</TABLE>

<PAGE>12




                             INDEX TO EXHIBITS



Exhibit No.
----------
 5.               Opinion of Willkie Farr & Gallagher relating to the legality
                  of securities issuable under the Directors Plan.

23.1              Consent of Ernst & Young LLP, Independent Auditors for Martin
                  Marietta Materials, Inc. and consolidated subsidiaries.

23.2              Consent of KPMG Peat Marwick LLP, Independent Auditors for
                  Dravo Basic Materials Company, Inc. and subsidiaries.

23.3              Consent of Willkie Farr & Gallagher (contained in Exhibit 5).

24                Powers of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 22910}]
{"company-data": {"conformed-name": "MARTIN MARIETTA MATERIALS INC", "cik": "0000916076", "assigned-sic": "1400", "irs-number": "561848578", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15429", "film-number": "96653291"}, "business-address": {"street1": "2710 WYCLIFF RD", "city": "RALEIGH", "state": "NC", "zip": "27607", "phone": "9197814550"}}
1

    As filed with the Securities and Exchange Commission on November 1, 1996

                                                    Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         MARTIN MARIETTA MATERIALS, INC.
             (Exact name of registrant as specified in its charter)

        North Carolina                                     56-1848578
(State or other jurisdiction                         (I.R.S. Employer
of incorporation or organization)                    Identification Number)

                                2710 Wycliff Road
                             Raleigh, NC 27607-3033
                     (Address of Principal Executive Office)

    Martin Marietta Materials, Inc. Common Stock Purchase Plan for Directors
            Martin Marietta Materials, Inc. Performance Sharing Plan
Martin Marietta Materials, Inc. Savings and Investment Plan for Hourly Employees
                            (Full title of the plans)

                              Bruce A. Deerson, Esq.
                  Vice President, Secretary and General Counsel
                         Martin Marietta Materials, Inc.
                                2710 Wycliff Road
                             Raleigh, NC 27607-3033
                                 (919) 781-4550
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    COPY TO:
                            John S. D'Alimonte, Esq.
                            Michael A. Schwartz, Esq.
                            Willkie Farr & Gallagher
                               One Citicorp Center
                              153 East 53rd Street
                               New York, NY 10022
                                 (212) 821-8000

                         CALCULATION OF REGISTRATION FEE
Proposed                 Proposed
Title of                                maximum                  maximum
securities          Amount              offering                 aggregate             Amount of
to be               to be               price                    offering              registration
registered          registered (1)      per share (2)            price (2)             fee
---------------------------------------------------------------------------------------------------
Common Stock,
$0.01 par
value per share     2,050,000           $24.8125                 $50,865,625           $15,413.83
(1)   Represents the shares of common stock of Martin Marietta Materials, Inc.
      issuable pursuant to the Martin Marietta Materials, Inc. Common Stock
      Purchase Plan for Directors (the "Directors Plan"), the Martin Marietta
      Materials, Inc. Performance Sharing Plan (the "Performance Plan") and the
      Martin Marietta Materials, Inc. Savings and Investment Plan for Hourly
      Employees (the "Savings Plan")(the Performance Plan and the Savings Plan
      are collectively referred to herein as the "401(k) Plans"). In addition,
      pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
      "Securities Act"), this registration statement on Form S-8 (the
      "Registration Statement") also covers an indeterminate amount of interests
      to be offered or sold pursuant to the 401(k) Plans.

(2)   Estimated solely for calculating the amount of the registration fee,
      pursuant to Rule 457(h) under the Securities Act.
2

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents, filed with the Securities and Exchange
Commission (the "Commission") by Martin Marietta Materials, Inc., a North
Carolina corporation (the "Company") are incorporated by reference into the
Registration Statement:

                   (a) The Company's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1995, filed pursuant to the Securities
                  Exchange Act of 1934 (the "Exchange Act");

                   (b) The Company's Quarterly Reports on Form 10-Q for the
                  quarters ended March 31, 1996 and June 30, 1996, filed
                  pursuant to the Exchange Act;

                   (c) The Company's Current Report on Form 8-K, filed
                  October 25, 1996, pursuant to the Exchange Act; and

                   (d) The description of the common stock of the Company, par
                  value $0.01 per share (the "Common Stock"), contained in the
                  Company's registration statement on Form S-1 (file No.
                  33-72648) filed on December 15, 1993 pursuant to the
                  Securities Act, as amended by Amendment No. 1 filed on Form
                  S-1 on January 21, 1994, Amendment No. 2 filed on Form S-1 on
                  January 27, 1994, Amendment No. 3 filed on Form S-1 on
                  February 2, 1994 and Amendment No. 4 filed on Form S-1 on
                  February 17, 1994.

         In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of the Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of the filing of such documents with the Commission.

Item 4.  DESCRIPTION OF SECURITIES

                  Inapplicable
3

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Inapplicable

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 55-2-02 of the North Carolina Business Corporation Act
("NCBCA") enables a corporation in its articles of incorporation to eliminate or
limit, with certain exceptions, the personal liability of a director for
monetary damages for breach of duty as a director. No such provision is
effective to eliminate or limit a director's liability for (i) acts or omissions
that the director at the time of the breach knew or believed to be clearly in
conflict with the best interests of the corporation, (ii) improper distributions
described in Section 55-8-33 of the NCBCA, (iii) any transaction from which the
director derived an improper personal benefit, or (iv) acts or omissions
occurring prior to the date the exculpatory provision became effective. The
Company's Articles of Incorporation limit the personal liability of its
directors to the fullest extent permitted by the NCBCA.

         Sections 55-8-50 through 55-8-58 of the NCBCA permit a corporation to
indemnify its directors, officers, employees or agents under either or both a
statutory or nonstatutory scheme of indemnification. Under the statutory scheme,
a corporation may, with certain exceptions, indemnify a director, officer,
employee or agent of the corporation who was, is or is threatened to be made, a
party to any threatened, pending or completed legal action, suit or proceeding,
whether civil, criminal, administrative, or investigative, because of the fact
that such person was a director, officer, agent or employee of the corporation,
or is or was serving at the bequest of such corporation as a director, officer,
employee or agent of another corporation or enterprise. This indemnity may
include the obligation to pay any judgment, settlement, penalty, fine (including
an excise tax assessed with respect to an employee benefit plan) and reasonable
expenses incurred in connection with a proceeding (including counsel fees), but
no such indemnification may be granted unless such director, officer, agent or
employee (i) conducted himself in good faith, (ii) reasonably believed (1) that
any action taken in his official capacity with the corporation was in the best
interest of the corporation or (2) that in all other cases his conduct at least
was not opposed to the corporation's best interest, and (iii) in the case of any
criminal proceeding, had not reasonable cause to believe his conduct was
unlawful. Whether a director has met the requisite standard of conduct for the
type of indemnification set forth above is determined by the board of directors,
a committee of directors, special legal counsel or the shareholders in
accordance with Section 55-8-55. A corporation may not indemnify a director
under the statutory scheme in connection with a proceeding by or in the right of
the corporation in which the
4

director was adjudged liable to the corporation or in connection with a
proceeding in which a director was adjudged liable on the basis of having
received an improper personal benefit.

         In addition to, and notwithstanding the conditions of and limitations
on indemnification described above under the statutory scheme, Section 55-8-57
of the NCBCA permits a corporation to indemnify or agree to indemnify any of its
directors, officers, employees or agents against liability and expenses
(including attorneys' fees) in any proceeding (including proceedings brought by
or on behalf of the corporation) arising out of their status as such or their
activities in such capacities, except for any liabilities or expenses incurred
on account of activities that were, at the time taken, known or believed by the
person to be clearly in conflict with the best interests of the corporation.
Because the Company's Bylaws provide for indemnification to the fullest extent
permitted under the NCBCA, the Company may indemnify its directors, officers and
employees in accordance with either the statutory or the nonstatutory standard.

         Sections 55-8-52 and 55-8-56 of the NCBCA requires a corporation,
unless its articles of incorporation provide otherwise, to indemnify a director
or officer who has been wholly successful on the merits or otherwise in the
defense of any proceeding to which such director or officer was, or was
threatened to be made, a party. Unless prohibited by the articles of
incorporation, a director or officer also may make application and obtain
court-ordered indemnification if the court determines that such director or
officer is fairly and reasonably entitled to such indemnification as provided in
Section 55-8-54 and 55-8-56.

         Additionally, Section 55-8-57 of the NCBCA authorizes a corporation to
purchase and maintain insurance on behalf of an individual who is or was a
director, officer, employee or agent of the corporation against certain
liabilities incurred by such persons, whether or not the corporation is
otherwise authorized by the NCBCA to indemnify such party. The Company's
directors and officers are currently covered under directors' and officers'
insurance policies maintained by Lockheed Martin Corporation which will
indemnify such persons against certain liabilities arising from acts or
omissions in the discharge of their duties. Such insurance policies provide $185
million coverage for liabilities, including liabilities for alleged violation of
securities laws.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Inapplicable
5

Item 8.  EXHIBITS

Exhibit No.

         4.1      Specimen Common Stock Certificate (incorporated by reference
                  to Exhibit 4.01 to the Martin Marietta Materials, Inc. Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1994.)

         4.2      Rights Agreement, dated as of October 21, 1996, between Martin
                  Marietta Materials, Inc., a North Carolina corporation, and
                  First Union National Bank of North Carolina, a North Carolina
                  corporation (incorporated by reference to Exhibit 1 to the
                  Martin Marietta Materials, Inc. Registration Statement on Form
                  8-A, filed October 21, 1996.)

         5.       Opinion of Willkie Farr & Gallagher, relating to the legality
                  of securities issuable under the Directors Plan.

         23.1     Consent of Ernst & Young LLP, Independent Auditors for Martin
                  Marietta Materials, Inc. and consolidated subsidiaries.

         23.2     Consent of KPMG Peat Marwick LLP, Independent Auditors for
                  Dravo Basic Materials Company, Inc. and subsidiaries.

         23.3     Consent of Willkie Farr & Gallagher (contained in Exhibit 5).

         24.      Power of Attorney (reference is made to the signature page).

         The Company hereby undertakes to submit the 401(k) Plans and any
amendments thereto to the Internal Revenue Service in a timely manner and will
make all changes required by the IRS in order to qualify the 401(k) Plans.

Item 9.  UNDERTAKINGS

         1.       The undersigned registrant hereby undertakes:

                   (a) To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration Statement:

                   (i) to include any prospectus required by Section 10(a)(3)
                       of the Securities Act;
6

                   (ii) to reflect in the prospectus any facts or events
                        arising after the effective date of the Registration
                        Statement (or the most recent post-effective
                        amendment thereof) which, individually or in the
                        aggregate, represent a fundamental change in the
                        information set forth in the Registration Statement;

                  (iii) to include any material information with respect to
                        the plan of distribution not previously disclosed in
                        the Registration Statement or any material change to
                        such information in the Registration statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

                   (b) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                   (c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the
7

opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
8

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Raleigh, State of North Carolina, on the 30th day of
October, 1996.

                                            MARTIN MARIETTA MATERIALS, INC.

                                            By:  /s/ Bruce A. Deerson
                                                 Bruce A. Deerson
                                                 Vice-President, Secretary,
                                                 and General Counsel

                  Pursuant to the requirements of the Securities Act, the
Benefit Plan Committee, the administrative committee of the Performance Sharing
Plan, has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Raleigh, State of
North Carolina, on the 30th day of October, 1996.

                             MARTIN MARIETTA MATERIALS, INC. PERFORMANCE
                             SHARING PLAN

                             BY:   MARTIN MARIETTA MATERIALS, INC. as plan
                                   administrator

                             BY:   THE BENEFIT PLAN COMMITTEE, acting on behalf
                                   of the plan administrator

                             BY:   /s/ Bruce A. Deerson
                                   A member of the Benefit Plan Committee
9

                  Pursuant to the requirements of the Securities Act, the
Benefit Plan Committee, the administrative committee of the Savings Plan, has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Raleigh, State of North
Carolina, on the 30th day of October, 1996.

                        MARTIN MARIETTA MATERIALS, INC. SAVINGS AND INVESTMENT
                        PLAN FOR HOURLY EMPLOYEES

                        BY: MARTIN MARIETTA MATERIALS, INC. as plan
                            administrator

                        BY: THE BENEFIT PLAN COMMITTEE, acting on behalf of
                            the plan administrator

                        BY:      /s/ Bruce A. Deerson
                                 A member of the Benefit Plan Committee
10

                               POWERS OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of the Company hereby severally constitutes and appoints Bruce A.
Deerson and Roselyn R. Bar and each of them, their true and lawful
attorneys-in-fact for the undersigned, in any and all capacities, each with full
power of substitution, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same with
exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each said attorney-in-fact, or any of them, may lawfully do or cause to be
done by virtue hereof.

                  Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                        Title                                  Date
     ---------                        -----                                  ----
/s/ Marcus C. Bennett          Chairman of the Board                       Oct. 28, 1996
  Marcus C. Bennett

 /s/ Stephen P. Zelnak, Jr.     Vice-Chairman of the Board, President       Oct. 28, 1996
  Stephen P. Zelnak, Jr.         and Chief Executive Officer

 /s/ Janice K. Henry            Vice President, Chief Financial             Oct. 28, 1996
 Janice K. Henry                Officer, and Treasurer

 /s/ Edward D. Miles            Vice President, Controller and Chief        Oct. 28, 1996
 Edward D. Miles                Accounting Officer

 /s/ Richard G. Adamson         Director                                    Oct. 25, 1996
 Richard G. Adamson

 /s/ Bobby F. Leonard           Director                                    Oct. 25, 1996
  Bobby F. Leonard

 /s/ Frank H. Menaker, Jr.      Director                                    Oct. 28, 1996
  Frank H. Menaker, Jr.
11
/s/ James M. Reed
 James M. Reed                  Director                                    Oct. 28, 1996

 /s/ William B. Sansom
 William B. Sansom              Director                                    Oct. 28, 1996
12

                             INDEX TO EXHIBITS

Exhibit No.
----------
 5.               Opinion of Willkie Farr & Gallagher relating to the legality
                  of securities issuable under the Directors Plan.

23.1              Consent of Ernst & Young LLP, Independent Auditors for Martin
                  Marietta Materials, Inc. and consolidated subsidiaries.

23.2              Consent of KPMG Peat Marwick LLP, Independent Auditors for
                  Dravo Basic Materials Company, Inc. and subsidiaries.

23.3              Consent of Willkie Farr & Gallagher (contained in Exhibit 5).

24                Powers of Attorney (included on signature page).