SC 13D/A

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                              Amendment No. 4
                                     to
                                SCHEDULE 13D

                 Under the Securities Exchange Act of 1934

                           Marietta Corporation
                             (Name of Issuer)

                        Common Stock, $.01 par value 
                      (Title of Class of Securities)


                                 56763410          
                               (CUSIP Number)


                           David P. Levin, Esq.
             Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
                             919 Third Avenue
                         New York, New York  10022
                              (212) 715-9100             
                  (Name, Address and Telephone Number of
                   Person Authorized to Receive Notices
                            and Communications)



                              April 13, 1995    
                   (Date of Event which Requires Filing
                            of this Statement)

If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box:   

Check the following box if a fee is being paid with this
statement:   


                         Page 1 of 10 pages


PAGE

                          Amendment No. 4
                                  to
                            Schedule 13D



     This Amendment amends the Schedule 13D, dated January 20,
1995, as amended by Amendment No. 1 thereto dated February 15,
1995, Amendment No. 2 thereto dated March 6, 1995 and Amendment
No. 3 thereto dated April 3, 1995 (the "Schedule 13D"), filed 
by Dickstein & Co., L.P., Dickstein International Limited, 
Dickstein Partners, L.P., Dickstein Partners Inc., Mark 
Dickstein, Calibre Capital Advisors, Inc. and Howard R. 
Shapiro, with respect to the Common Stock, $.01 par value, of
Marietta Corporation (the "Schedule 13D").  Notwithstanding 
this Amendment, the Schedule 13D speaks as of its respective 
dates.  Capitalized terms used without definition have the 
meanings assigned to them in the Schedule 13D.

     Item 4 of the Schedule 13D, "Purpose of the Transaction,"
is hereby amended by adding the following at the end thereof:

     "On April 11, 1995, the Company delivered to Dickstein
Inc. a form of confidentiality letter annexed as Exhibit 9 
hereto, and Dickstein Inc. discussed this form of 
confidentiality letter with Goldman, Sachs & Co., the 
financial advisers to the Company.  Following such discussions, 
on April 13, 1995, Mark Dickstein, President of Dickstein Inc., 
sent a letter to the Board of Directors of the Company.  A copy 
of Mr. Dickstein's letter is annexed hereto as Exhibit 10 and 
incorporated herein by reference."

     Item 7 of the Schedule 13D, "Exhibits," is hereby amended
by adding the following Exhibits:

Exhibit 9      Form of confidentiality letter delivered to 
               Dickstein Inc. by the Company

Exhibit 10     Letter, dated April 13, 1995, from Mark Dickstein 


               to the Board of Directors of the Company.







                                   2      
 
                              SIGNATURE


          After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certify that the
information set forth in this Statement is true, complete and
correct.

Date:  April 14, 1995


                              DICKSTEIN & CO., L.P.


                              By: Alan Cooper, as Vice President
                              of Dickstein Partners Inc., the
                              general partner of Dickstein
                              Partners, L.P., the general partner
                              of Dickstein & Co., L.P.


                              /s/ Alan Cooper
                              Name:  Alan Cooper


                              DICKSTEIN INTERNATIONAL LIMITED

                              By:  Alan Cooper, as Vice President
                              of Dickstein Partners Inc., the
                              agent of Dickstein International
                              Limited

                              /s/ Alan Cooper
                              Name:  Alan Cooper


                              DICKSTEIN PARTNERS, L.P.

                              By:  Alan Cooper, as Vice President
                              of Dickstein Partners Inc., the
                              general partner of Dickstein
                              Partners, L.P.

                              /s/ Alan Cooper
                              Name:  Alan Cooper


                              3
                       
                              DICKSTEIN PARTNERS INC.

                              By:  Alan Cooper, as Vice President

                              /s/ Alan Cooper
                              Name:  Alan Cooper

                              /s/ Mark Dickstein
                                  Mark Dickstein


                              CALIBRE CAPITAL ADVISORS, INC.

                              By:  Howard R. Shapiro, as
                              President

                              /s/ Howard R. Shapiro
                              Name:  Howard R. Shapiro


                              /s/ Howard R. Shapiro
                                  Howard R. Shapiro








                                  4
                            

EX-9

PERSONAL AND CONFIDENTIAL                         Exhibit 9


April 10, 1995

Dickstein Partners, Inc.
9 West 57th Street
Suite 4630
New York, New York  10019

Attention:  Mr. Mark Dickstein

Gentlemen:

In connection with your consideration of a possible transaction
with Marietta Corporation (the "Company"), you have requested
information concerning the Company.  As a condition to your being
furnished such information, you agree to treat any information
concerning the Company (whether prepared by the Company, its
advisors or otherwise) which is furnished to you by or on behalf
of the Company (herein collectively referred to as the
"Evaluation Material") in accordance with the provisions of this
letter and to take or abstain from taking certain other actions
herein set forth.  The term "Evaluation Material" does not
include information which (i) is already in your possession,
provided that such information is not known by you to be subject
to another confidentiality agreement with or other obligation of
secrecy to the Company or another party, or (ii) becomes
generally available to the public other than as a result of a
disclosure by you or your directors, officers, employees, agents
or advisors, or (iii) becomes available to you on a
nonconfidential basis from a source other than the Company or its
advisors, provided that such source is not known by you to be
bound by a confidentiality agreement with or other obligation of
secrecy to the Company or another party.

You hereby agree that the Evaluation Material will be used solely
for the purpose of evaluating a possible transaction between the
Company and you, and that such information will be kept
confidential by you and your advisors; provided, however, that
(i) any of such information may be disclosed to your directors,
officers and employees and representatives of your advisors who

                               5 
PAGE

Dickstein Partners Inc.
April 10, 1995
Page 2


need to know such information for the purpose of evaluating any
such possible transaction between the Company and you (it being
understood that such directors, officers, employees and
representatives shall be informed by you of the confidential
nature of such information and shall be directed by you to treat
such information confidentially), and (ii) any disclosure of such
information may be made to which the Company consents in writing.

You hereby acknowledge that you are aware, and that you will
advise such directors, officers, employees and representatives
who are informed as to the matters which are the subject of this
letter, that the United States securities laws prohibit any
person who has received from an Issuer material, non-public
information concerning the matters which are the subject of this
letter from purchasing or selling securities of such Issuer or
from communicating such information to any other person under
circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell such securities.

In addition, without the prior written consent of the Company,
you will not, and will direct such directors, officers, employees
and representatives not to, disclose to any person either the
fact that discussions or negotiations are taking place concerning
a possible transaction between the Company and you or any of the
terms, conditions or other facts with respect to any such
possible transaction, including the status thereof.

You hereby acknowledge that the Evaluation Material is being
furnished to you in consideration of your agreement that for a
period of one year from the date of this letter, unless such
shall have been specifically invited by the Company, neither you
nor any of your affiliates (as defined under the Securities
Exchange Act of 1934, as amended) will (i) propose to the Company
or any other person any transaction between you and the Company
and/or its security holders or involving any of its securities or
security holders, whether by merger, tender offer or otherwise,
(ii) acquire, or assist, advise or encourage any other persons in
acquiring, directly or indirectly, control of the Company,
whether by solicitation of proxies or otherwise, or any of the
Company's securities, businesses or assets or iii) request or
demand the call, or participate with or in any way assist any
other person in requesting or demanding the call of a special or
annual meeting of shareholders.  You also agree that the Company

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Dickstein Partners Inc.
April 10, 1995
Page 3


shall be entitled to equitable relief, including injunction, in
the event of any breach of the provisions of this paragraph and
that you shall not oppose the granting of such relief.

Although the Company has endeavored to include in the Evaluation
Material information known to it which it believes to be relevant
for the purpose of your investigation, you understand that
neither the Company nor any of its representatives or advisors
have made or make any representation or warranty as to the
accuracy or completeness of the Evaluation Material.  You agree
that neither the Company nor its representatives or advisors
shall have any liability to you or any of your representatives or
advisors resulting from the use of the Evaluation Material.

In the event that you do not proceed with the transaction which
is the subject of this letter within a reasonable time, you shall
promptly redeliver to the Company all written Evaluation Material
and any other written material containing or reflecting any
information in the Evaluation Material (whether prepared by the
Company, its advisors or otherwise) and will not retain any
copies, extracts or other reproductions in whole or in part of
such written material.  All documents, memoranda, notes and other
writings whatsoever prepared by you or your advisors based on the
information in the Evaluation Material shall be destroyed, and
such destruction shall be certified in writing to the Company by
an authorized officer supervising such destruction.

You agree that unless and until a definitive agreement between
the Company and you with respect to any transaction referred to
in the first paragraph of this letter has been executed and
delivered, neither the Company nor you will be under any legal
obligation of any kind whatsoever with respect to such a
transaction by virtue of this or any written or oral expression
with respect to such a transaction by any of its directors,
officers, employees, agents or any other representatives or its
advisors or representatives thereof except, in the case of this
letter, for the matters specifically agreed to herein.  The
agreement set forth in this paragraph may be modified or waived
only by a separate writing by the Company and you expressly so
modifying or waiving such agreement.

                               7 


Dickstein Partners Inc.
April 10, 1995
Page 4


This letter shall be governed by, and construed in accordance
with, the laws of the State of New York.

Very truly yours,


MARIETTA CORPORATION


By:  ________________________________
     Goldman, Sachs & Co.
     on behalf of Marietta Corporation


Confirmed and Agreed to:


Dickstein Partners Inc.


                               8

EX-10

                                                       EXHIBIT 10

                     DICKSTEIN PARTNERS INC.

Mark Dickstein                           Tel:  212-754-4000
President                                Fax:  212-754-5825


                               April 13, 1995

Board of Directors
Marietta Corporation
37 Huntington Street
Cortland, New York  13045

Gentlemen:

          It is now nearly three months since we and Calibre
Capital Advisors first expressed to you our interest in acquiring
Marietta for $11 per share.  As we said at that time, there was a
strong possibility that, if you would provide us the more-
detailed nonpublic information that would normally be provided to
a prospective bidder, we would be in a position to offer a higher
price.

          We have repeatedly contacted your chief executive
officer, Mr. Tannen, and your financial adviser, Goldman, Sachs &
Co., with a view to obtaining this more-detailed nonpublic
information.  Following your announcement on March 13 that
Marietta was exploring its financial alternatives, both Mr.
Tannen and Goldman Sachs assured us that Marietta would deal with
us in a fair and evenhanded manner vis-a-vis other bidders or
financing sources in Marietta's efforts to maximize shareholder
value.  Specifically, we were repeatedly assured that we would
receive the detailed nonpublic information as soon as it was
available (and no later than any other prospective bidder or
financing source).  When we repeatedly asked to see a draft
confidentiality agreement, we were told  that Marietta's counsel
was too busy to prepare a three-page draft, but that we would
receive one as soon as it was ready and that counsel for Marietta
would then immediately meet with our counsel to resolve any
differences "in an afternoon."


                                9

PAGE

          We placed our most recent follow-up call to Goldman
Sachs on April 10.  In response to our inquiry, we were told that
confidentiality agreements had already been sent the prior week
to other interested parties, some of whom had already signed the
agreements and received the information we had been seeking --
despite all the prior assurances that we would receive the
confidentiality agreement as soon as it was ready and not later
than anyone else.

          Finally, we received on April 11 the confidentiality
agreement that we are being asked to sign.  The agreement would
prohibit us for one year from (among other things) proposing any
transaction between us and the Company and/or its security
holders, acquiring control of the Company (by solicitation of
proxies or otherwise), or requesting a shareholders' meeting --
all this despite the fact that we had already proposed to acquire
the Company, expressed our intention to solicit proxies to
replace the present directors, and demanded that the Board of
Directors call the annual meeting of shareholders.  We, of
course, will agree to none of these prohibitions -- as your
representatives well knew all along, even as they assured us that
any issues on the confidentiality agreement would be easily
resolved.

          The proposed confidentiality agreement is, plain and
simple, an attempt to exclude us -- the only announced bidder for
the Company and the holder of nearly 15% of its outstanding
shares -- from participating on an equal footing with other
interested parties in the process that the Company is conducting
to explore its financial alternatives.  This transparent effort
to exclude us is plainly detrimental to Marietta's public
shareholders and we believe is in breach of your fiduciary duties
to shareholders.  It also flies in the face of assurances made to
us that the process would be conducted fairly and that we would
be given as much opportunity as anyone else to make our best
offer.  It is hard to understand how the Board of Directors,
consistent with its fiduciary duty to shareholders, could exclude
us, a serious and responsible bidder, from the process and not
give us the information we need to make our best bid.

          The circumstances here are not novel or unique.  There
are today a number of instances where a potential buyer has made
an unsolicited acquisition proposal and announced its intention
to solicit proxies in an effort to replace the company's board,
and the company in response has decided to explore its financial
alternatives.  For example, just last month Luxottica Group made
an unsolicited bid to acquire U.S. Shoe and announced its
intention to solicit proxies to replace the board of U.S. Shoe. 
The board of U.S. Shoe felt the offer undervalued the company. 

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PAGE

When Luxottica stated it would raise its bid if U.S. Shoe could
convince it, through nonpublic information, that there was value
beyond that set forth in its bid, U.S. Shoe provided Luxottica
with nonpublic information pursuant to a confidentiality
agreement containing none of the standstill prohibitions Marietta
has asked us to accept.  Quite the opposite, the U.S. Shoe
confidentiality agreement made express allowance for Luxottica to
pursue a proxy contest.

          Similarly, WHX recently made an unsolicited proposal to
acquire Teledyne and announced its intention to solicit proxies
to replace the board of Teledyne.  Teledyne (a Goldman client)
provided WHX with nonpublic information pursuant to a
confidentiality agreement containing none of the standstill
prohibitions Marietta seeks to impose, and expressly permitting
WHX to solicit proxies.  Following the receipt of the nonpublic
information, WHX raised its bid.

          We have no doubt that other parties to whom Marietta
has sent confidentiality agreements have voiced no objection to
the standstill prohibitions.  But that is plainly beside the
point.  Those parties have no intention of making an unsolicited
acquisition proposal, no intention of soliciting proxies, no
intention of calling for a shareholders meeting, and no existing
equity stake that could be jeopardized by the existing Board's
decisions.  That others would agree to refrain from doing what
they never intended to do in the first place has no bearing on
whether it is reasonable for Marietta to impose such restrictions
as a condition to providing us the nonpublic information that any
prospective bidder would need in order to make its best offer.

          The directors of U.S. Shoe acted responsibly in giving
information to Luxottica in order to get Luxottica's best offer
even though Luxottica was still pursuing its unsolicited
acquisition proposal and had not backed off from its intention to
solicit proxies to replace the U.S. Shoe board.  The directors of
Teledyne acted responsibly in giving information to WHX in order
to get WHX's best offer even though WHX was still pursuing its
unsolicited acquisition proposal and was still pursuing its
intention to solicit proxies in a director election contest.  All
we ask is that the directors of Marietta do the same.

          Over the past two months we have given Marietta the
benefit of any doubt regarding its assurances as to how the
exploration-of-financial-alternatives process would be conducted
and how we would be treated.  At this point we cannot help but
feel that Marietta has dealt with us in bad faith.  We insist 
that you do whatever is necessary, consistent with reasonable

                               11

  
commercial practice, to obtain the best offers from all
responsible persons who express an interest in acquiring
Marietta, including ourselves, and not to favor any one person
over any other.  We believe your fiduciary duty to shareholders
requires you to do no less.

          Two days ago, we asked Goldman whether the Company
would remove the standstill provisions from the confidentiality
agreement, and Goldman undertook to take that request to the
Board.  Not having heard any response, we are now writing to you
directly.  Please let us know promptly whether you wish to
provide us with the information that will enable us to make our
highest and best offer or whether, instead, you will insist on
retaining the standstill provisions, thereby excluding us from
your process.  If you are willing to delete the standstill
provisions, we are prepared to work with your advisors to
finalize the confidentiality agreement expeditiously.

                              Very truly yours,


                              Mark Dickstein

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