SCHEDULE 14A INFORMATION

               Proxy Statement Pursuant to Section 14(a) of the 
                       Securities Exchange Act of 1934 
        
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[_]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

                             MARIETTA CORPORATION
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               (Name of Registrant as Specified In Its Charter)

                             MARIETTA CORPORATION
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   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notes:


 
                             MARIETTA CORPORATION
                             37 HUNTINGTON STREET
                           CORTLAND, NEW YORK 13045
 
                       ANNUAL MEETING - AUGUST 31, 1995
 
                              PLEASE VOTE TODAY!
 
                                                                AUGUST 28, 1995
 
Dear Marietta Shareholder:
 
  We are pleased to report that on August 26, 1995 the Company entered into a
Merger Agreement with a corporation controlled by Barry W. Florescue. Mr.
Florescue is the beneficial owner of approximately 8.7% of Marietta's
outstanding shares. Under the terms of the Merger Agreement, which is subject
to certain conditions, all of Marietta's outstanding common stock (other than
shares beneficially owned by Mr. Florescue) will be acquired for $10.25 per
share in cash. The closing of the transaction is subject to several
conditions, including: Mr. Florescue obtaining the financing necessary to
complete the transaction; approval of the transaction by holders of at least
66 2/3% of Marietta's shares; and Marietta having met certain specified levels
of current assets. There can be no assurance that the conditions will be
satisfied.
 
  In addition, Mr. Florescue has the right to terminate the Merger Agreement
if the slate of directors nominated by the Company's Board of Directors at
Marietta's Annual Meeting of Shareholders, scheduled for Thursday, August 31,
1995, is not elected.
 
  Mr. Florescue has provided Marietta with commitment letters from Foothill
Capital Corporation and Siena Capital Partners, L.P. to provide $35.5 million
of financing necessary to complete the transaction. Such commitment letters
are subject, among other things, to satisfactory completion by the lenders of
their due diligence, approval by the credit committees of such lenders
(including whether to require participants for up to $10 million of such
financing) and execution of definitive agreements. Pursuant to such commitment
letters, an additional equity investment by Mr. Florescue of approximately
$4.5 million is required, and this equity investment has been guaranteed by
Florescue Family Corporation, an affiliate of Mr. Florescue.
 
  In addition, if the Merger Agreement is terminated for certain specified
reasons the Company has agreed to pay to Mr. Florescue certain fees. A fee of
$1,250,000 is payable if the Merger Agreement is terminated because the Board
of Directors fails to recommend the Merger to shareholders, the Board
recommends to shareholders an offer which it believes is more favorable to
shareholders than the Merger, or Marietta fails to obtain a favorable opinion
as to the fairness of the $10.25 per share price to be received by
shareholders in the Merger. A fee of $600,000 is payable if the Merger
Agreement is terminated because Marietta breaches certain of its
representations in the Merger Agreement, Marietta does not meet certain
specified levels of current assets, holders of more than 10% of Marietta's
outstanding shares exercise their appraisal rights under New York law, or
shareholders of Marietta fail to approve the Merger. A fee of $250,000 is
payable in certain other limited circumstances. No fees are payable if the
Merger Agreement is terminated because the directors nominated by the Board
are not elected at the Annual Meeting.
 
  A special meeting of shareholders of Marietta will be called in order to
present the transaction to shareholders. The Merger Agreement provides that it
may be terminated by either party if the transaction is not completed by
December 31, 1995.
 
  In announcing the transaction, Stephen D. Tannen, President and Chief
Executive Officer of Marietta said, "The Board of Directors is very pleased
that the process it has conducted has resulted in this agreement. Marietta's
Board and management believe that this transaction is the best alternative
currently available to

 
maximize value for all of Marietta's shareholders. We look forward to working
with Mr. Florescue to close the transaction as soon as possible."
 
  In a separate agreement relating to Mr. Florescue's joining the Board of
Directors, Mr. Florescue and his affiliates agreed not to increase their
ownership of Marietta's shares above 14.99%, or to commence a tender offer,
proxy contest or other similar action, unless consented to by the Board. This
agreement has a term of two years, subject to earlier termination in certain
cases. Mr. Florescue and his designee, Charles W. Miersch, are two of the
directors nominated by Marietta's Board for election at the Annual Meeting.
 
                                ---------------
 
  Your choice is now crystal clear. Do you wish to sell ALL of your Marietta
shares for $10.25 per share in cash upon consummation of the Merger, or turn
over control of the Company to Mark Dickstein's hand-picked and inexperienced
nominees. The choice is easy. Vote your Marietta shares for your Board's
nominees today and permit your Board to fulfill its commitment to maximize
value for all Marietta shareholders.
 
  No matter how many shares you own, your vote is important. Do not sign any
card sent to you by Dickstein. Please sign, date, mark and mail your Marietta
WHITE proxy in the enclosed envelope. Time is short, please act today.
 
  On behalf of your Board of Directors, thank you for your support.
 
                                         Sincerely,
 
                                         /s/ STEPHEN D. TANNEN
 
                                         STEPHEN D. TANNEN
                                         President and Chief
                                         Executive Officer
 
                                   IMPORTANT
 
 Your vote is important. Regardless of the number of shares of Marietta
 Common Stock you own, please vote as recommended by your Board of Directors
 by signing, marking, dating and mailing your WHITE proxy card. Please act
 today. To ensure that your vote is received in time to be counted, you may
 send us your proxy card by fax. First, copy both sides of the card onto one
 sheet of paper. Then, fax the card to (212) 809-0692.
 
 If you own your shares in the name of a brokerage firm, only your broker
 can vote your shares on your behalf and only after receiving your specific
 instructions. Please call your broker at once and instruct him/her to
 execute a WHITE card on your behalf. You should also promptly sign, mark,
 date and mail your WHITE card when you receive it from your broker. Please
 do so for each separate account you maintain. You should return your WHITE
 proxy card immediately to ensure that your vote is counted.
 
 IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR SHARES, PLEASE
 CALL D.F. KING & CO., INC. WHICH IS ASSISTING US TOLL-FREE AT 1-800-359-
 5559.