SCHEDULE 14A INFORMATION
              Proxy Statement Pursuant to Section 14(a) of the
                       Securities Exchange Act of 1934

Filed by the Registrant  [X]

Filed by a Party other than the Registrant  [ ]

Check the appropriate box:
   
 [ ]  Preliminary Proxy Statement
      Confidential, for Use of the Commission Only (as permitted by
 [ ]  Rule 14a-6(e)(2))
 [X]  Definitive Proxy Statement
 [ ]  Definitive Additional Materials
 [ ]  Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
    
                        MARTIN MARIETTA MATERIALS, INC.
               (Name of Registrant as Specified In Its Charter)
  ........................................................................
  (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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                               Notice of
                          Special Meeting of
                           Shareholders and
                            Proxy Statement





Martin Marietta Materials
(logo)









Martin Marietta Materials
(logo)


2710 Wycliff Road
Raleigh, North Carolina 27607




   
                                                          August 28, 1996
    

Dear Fellow Shareholder:
   
The directors and officers of Martin Marietta Materials, Inc. join us in
inviting you to attend a Special Meeting of Shareholders of the Corporation to
be held at the offices of the Corporation, 2710 Wycliff Road, Raleigh, North
Carolina on Friday, September 27, 1996 at 10:30 a.m., local time. The formal
notice of this meeting and related Proxy Statement accompany this letter.
    
At the Special Meeting, the Corporation's Shareholders will consider and vote on
a number of important measures that are proposed to be implemented upon
consummation of the recently announced divestiture by Lockheed Martin
Corporation of its approximately 81% common stock interest in the Corporation.

By attending the meeting, you will have an opportunity to participate in the
business of the meeting. If it is not possible for you to attend, please return
the enclosed proxy card immediately to ensure that your shares will be voted.
   
We look forward to seeing you at the offices of the  Corporation in Raleigh,
North Carolina at 10:30 a.m. on September 27, 1996.
    
Sincerely,

MARCUS C. BENNETT                                    STEPHEN P. ZELNAK, JR.
Chairman of the Board                                President and Chief
                                                     Executive Officer


1


                    MARTIN MARIETTA MATERIALS, INC.
   
               Notice of Special Meeting of Shareholders
                   To Be Held on September 27, 1996
    
To the Holders of the Common Stock of Martin Marietta Materials, Inc.:
   
         A Special Meeting of Shareholders of Martin Marietta Materials, Inc.
(the "Corporation") will be held on Friday, September 27, 1996, at 10:30 a.m.,
local time, at the offices of the Corporation, 2710 Wycliff Road, Raleigh,
North Carolina. Attendance at the Special Meeting of Shareholders of the
Corporation will be limited to shareholders of record at the close of business
on August 26, 1996 or their proxies, beneficial owners presenting satisfactory
evidence of ownership on that date, and invited guests of the Corporation.
    
         The purposes of the meeting are:

         (1)      to approve amendments to the Corporation's Articles of
Incorporation:

                  (a)      to change the size of the Board of  Directors of
                           the  Corporation  to a range of between nine and
                           eleven members;

                  (b)      to classify the Board of Directors of the
                           Corporation into three classes;

                  (c)      to provide  that  directors  of the  Corporation
                           may be  removed  only for cause and to define
                           "cause";

                  (d)      to provide that special meetings of shareholders of
                           the Corporation may be called only by the Chairman
                           of the Board of Directors, the President or by the
                           affirmative vote of a majority of the members of
                           the Board of Directors or of the Executive
                           Committee of the Board of Directors;

                  (e)      to provide that vacancies on the Board of
                           Directors, other than vacancies resulting from
                           removal from office of a director by the
                           shareholders of the Corporation and the election of
                           a director to such office at the same meeting, may
                           be filled only by the vote of a majority of the
                           directors of the Corporation then remaining in
                           office;

                  (f)      to provide that, for purposes of determining
                           whether shareholder approval of certain stock
                           repurchases by the Corporation from "interested
                           shareholders" is required, "market price" will be
                           determined as of the earlier of (i) the date of a
                           stock repurchase and (ii) the date of any agreement
                           with respect thereto;

                  (g)      (i) to require that certain business combinations
                           between the Corporation and any "interested
                           shareholder" be approved by not less than (A)
                           66-2/3% of the voting stock not beneficially owned
                           by any interested shareholder, voting together as a
                           single class, and (B) 80% of all voting stock,
                           voting together as a single class, (ii) to require
                           that any amendment to Article 10

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                           of the Corporation's Articles of Incorporation be
                           similarly approved, and (iii) to eliminate the
                           exception to such shareholder approval requirement
                           with respect to any business combination between
                           the Corporation and any interested shareholder that
                           has beneficially owned its shares of voting stock
                           for two years or more;

                  (h)      to delete or modify certain provisions of the
                           Corporation's Articles of Incorporation relating to
                           the relationship between Lockheed Martin Corporation
                           and the Corporation that no longer will be necessary
                           following the Split-Off Transaction (as defined in
                           the accompanying Proxy Statement); and

                  (i)      to delete or modify certain provisions of the
                           Corporation's Articles of Incorporation in connection
                           with the proposed restatement of the Articles of
                           Incorporation to reflect the amendments described in
                           the accompanying Proxy Statement;

         (2)      to approve the Corporation's Shareholder Value Achievement
                  Plan;

         (3)      to approve the Corporation's Common Stock Purchase Plan for
                  Directors; and

         (4)      to approve the Corporation's Amended Omnibus Securities
                  Award Plan.

         The Board of Directors has fixed the close of business on August 26,
1996 as the record date for determining shareholders entitled to notice of and
to vote at the Special Meeting or any adjournment or postponement thereof.

         The accompanying Proxy Statement contains important information
concerning the actions proposed to be taken at the Special Meeting.
Shareholders should review the Proxy Statement for a more detailed description
of such actions.

         Whether or not you expect to attend the Special Meeting, we hope you
will date and sign the enclosed Proxy Card and mail it promptly in the
enclosed, prepaid envelope.

                                    By Order of the Board of Directors

                                    Bruce A. Deerson
                                    Vice President, Secretary and
                                    General Counsel
   
Raleigh, North Carolina
August 28, 1996
    


1


                               PROXY STATEMENT

                             GENERAL INFORMATION
   
         A Special Meeting of Shareholders of Martin Marietta Materials, Inc., a
North Carolina corporation (the "Corporation"), will be held on Friday,
September 27, 1996, at the offices of the Corporation, 2710 Wycliff Road,
Raleigh, North Carolina, for the purposes set forth in the accompanying Notice
of Special Meeting of Shareholders (the "Special Meeting" or "Meeting"). This
Proxy Statement is furnished in connection with the solicitation by the Board
of Directors of the Corporation of proxies to be used at the Meeting and at any
and all adjournments or postponements of the Meeting. This Proxy Statement, the
Proxy Card, and the Notice of Special Meeting of Shareholders are being mailed
on or about August 28, 1996 to shareholders of record at the close of
business on August 26, 1996 (the "Record Date").
    
         Whether or not you plan to attend the Meeting, we urge you to date,
sign and return your proxy in the enclosed, prepaid envelope. You may revoke
your proxy at any time prior to its exercise at the Special Meeting (i) by
filing with the Corporation's Secretary prior to the Meeting an instrument
revoking the proxy, (ii) by timely delivery to the Corporation's Secretary, or
at the Meeting, of a subsequently dated and executed proxy, or (iii) if you
attend the Meeting, by voting your shares in person. Attendance at the Special
Meeting will not in and of itself constitute a revocation of a proxy.

         The principal office of the Corporation is at 2710 Wycliff Road,
Raleigh, North Carolina 27607.

Voting Securities and Record Date
   
         Only shareholders of record at the close of business on the Record Date
are entitled to notice of, and to vote at, the Special Meeting. As of the Record
Date, there were outstanding 46,079,300 shares of the Corporation's Common
Stock, $.01 par value per share (the "Common Stock"). Each share of Common Stock
is entitled to one vote.
    
         Votes cast by proxy or in person at the Special Meeting will be
tabulated by an independent inspector of election appointed by the Corporation's
Board of Directors for the Meeting from First Union National Bank of North
Carolina, the Corporation's transfer agent. The inspector of election will
determine whether a quorum is present. For purposes of determining the presence
of a quorum, abstentions will be counted as shares that are present and entitled
to vote. If a broker indicates on the proxy that it does not have discretionary
authority to vote on a particular matter and specific instructions are not
received from the shareholder regarding that matter, those shares represented by
the proxy will not be considered as present and entitled to vote with respect to
that matter.

         Brokers  holding  shares  for  beneficial  owners  must  vote  those
shares  according  to  the  specific instructions  they receive from the
beneficial  owners.  If specific  instructions  are not received,  brokers may
generally vote these shares in their discretion.  However, the New York

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Stock Exchange rules preclude brokers from exercising their voting discretion on
certain proposals. In such cases, absent specific instructions from the
beneficial owner, the broker may not vote on those proposals. This results in
what is known as a "broker non-vote." Because the Corporation's Bylaws require
the affirmative vote of at least a majority of the votes cast at the Meeting to
authorize action on the matters to be brought before this Meeting, abstentions
and broker non-votes, which will not be counted "for" or "against" proposals,
have no effect on the approval of the proposals to be considered at the Special
Meeting.

         All shares of Common Stock represented by properly executed proxies
which are returned and not revoked will be voted in accordance with the
instructions, if any, given therein. If no instructions are provided in a proxy,
such proxy will be voted FOR each of Proposals 1 through 12 described in this
Proxy Statement.

         Each of the proposed amendments to the Corporation's Articles of
Incorporation (the "Articles of Incorporation" and, as proposed to be amended as
described herein, the "Restated Articles of Incorporation") described in
Proposals 1 through 5 and Proposals 8 and 9 requires the affirmative vote of the
holders of at least a majority of the votes cast by proxy or in person at the
Special Meeting. Each of the proposed amendments to the Articles of
Incorporation described in Proposals 6 and 7 requires the affirmative vote of
the holders of at least 80% of the Common Stock outstanding.

         As of the Record Date, Lockheed Martin Corporation ("Lockheed Martin")
held voting power over 37,350,000 shares of Common Stock, representing
approximately 81% of the shares entitled to be cast for the approval of the
proposals to be considered at the Special Meeting. Lockheed Martin has advised
the Corporation that it intends to cast an affirmative vote FOR each of
Proposals 1 through 12. Accordingly, by virtue of Lockheed Martin's ownership of
approximately 81% of the Common Stock outstanding on the Record Date, assuming
Lockheed Martin votes its shares as it has indicated, these proposals will be
adopted without the vote of any other shareholder. However, each of the
proposals described herein (other than Proposal 12 relating to approval of the
Corporation's Amended Omnibus Securities Award Plan) will not become effective
until the Effective Time (as defined below).

         To the best of the Corporation's knowledge, no person (other than as
disclosed above) owned more than 5% of the shares of Common Stock outstanding at
the close of business on the Record Date. Detailed information with respect to
the beneficial ownership of shares of the Corporation's Common Stock is attached
as Appendix I to this Proxy Statement and incorporated herein by this reference.




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                       BACKGROUND OF THE SPECIAL MEETING

The Split-Off Transaction

         On July 26, 1996, Lockheed Martin publicly announced its intent to
distribute all of its shares of the Corporation's Common Stock to its own
shareholders by offering to exchange shares of Common Stock for each share of
Lockheed Martin common stock tendered, subject to certain conditions (the
"Exchange Offer"). If Lockheed Martin completes the Exchange Offer and if a
sufficient number of shares of Lockheed Martin common stock are not exchanged
for Common Stock such that Lockheed Martin continues to own shares of Common
Stock, Lockheed Martin has announced that it will "spin-off" as soon as
practicable the remaining shares of Common Stock it owns as a pro rata
distribution to the holders of Lockheed Martin common stock remaining after
consummation of the Exchange Offer (the "Spin Off" and, together with the
Exchange Offer, the "Split-Off Transaction").

Purposes and Effects of the Proposed Charter Amendments

         Following consummation of the Split-Off Transaction, Lockheed Martin no
longer will own any shares of Common Stock, and the shares of Common Stock
formerly owned by Lockheed Martin are expected to be broadly distributed in the
market. As a result, the Corporation could become subject to coercive takeover
tactics which might impede the long-term business prospects of the Corporation.
Therefore, five of the proposals to be considered at the Special Meeting,
described in this Proxy Statement as Proposals 1 through 5 (collectively, the
"Corporate Governance Proposals"), are intended to reduce the vulnerability of
the Corporation to an unsolicited takeover proposal not deemed by the Board of
Directors to be in the best interests of the Corporation and its shareholders.
The Corporate Governance Proposals contain provisions commonly found in the
charters of publicly traded companies that would enable the Corporation (i) to
develop its business through long-range planning and to foster its long-term
growth, (ii) to attempt to avoid the necessity of sacrificing these plans for
the sake of short-term gains and the disruption caused by the threat of a
takeover not deemed by the Board to be in the best interests of the Corporation
and its shareholders and (iii) to provide the Board with sufficient time to make
a reasoned evaluation in the event of an unsolicited takeover proposal and,
among other things, to determine if any such proposal reflects the full value of
the Corporation and is fair to all shareholders.

         The Corporate Governance Proposals, taken as a whole, reduce the
vulnerability of the Corporation to an unsolicited takeover proposal,
particularly one that is made at an inadequate price or does not contemplate the
acquisition of all of the Common Stock, by making it more difficult and time
consuming to change, among other things, majority control of the Board. The
Board of Directors has observed that the accumulation of substantial common
stock positions by third parties is sometimes a prelude to their proposing a
takeover, restructuring, sale of all or part of such companies or other similar
extraordinary action or to their simply putting such companies "in play." Such
actions are often undertaken by the third party without advance notice to, or
consultation with, the management of such companies. In many cases, the
purchaser seeks representation on the particular company's board of directors in
order to increase the likelihood

4


that its proposal will be implemented by the company. If the company resists
such efforts, the purchaser may commence a proxy contest to have its nominees
elected to the board in place of certain directors or the entire board. In a
number of cases, the purchaser may not be truly interested in acquiring and
taking control of the company. Instead, the purchaser may use the threat of a
proxy fight and/or a bid to take over the company as a means of forcing the
company to repurchase the purchaser's equity position at a substantial premium
over the existing market price or as a means to put the company into "play"
solely to reap short-term gains from such purchaser's recent accumulation of
stock. The Board believes that such practices can be highly disruptive to a
company and that the imminent threat of removal of management in such situations
could severely curtail the Board's ability to evaluate a takeover proposal and
to negotiate effectively with a potential purchaser.
   
         The Board of Directors met to address these concerns and to consider
the advantages and disadvantages of adopting various measures that are
designed to protect shareholders' rights that have been adopted by publicly
traded companies.  The Board concluded that, in addition to the Corporate
Governance Proposals, implementation of a "shareholder rights plan" would aid
significantly in protecting the interests of the shareholders and the
Corporation. On July 23, 1996, the Board of Directors unanimously adopted a
shareholder rights plan (the "Rights Plan"), which plan will be effective upon
the distribution by Lockheed Martin pursuant to the Split-Off Transaction of
such number of shares of Common Stock as would result in its owning less than
15% of the Common Stock outstanding (the "Effective Time").  The Rights Plan
provides, among other things, that if any person or group of persons becomes
the beneficial owner of 15% or more of the Common Stock, all holders of rights
issued pursuant to the Rights Plan (other than such 15% or more shareholder and
its affiliates and associates) will have the right to acquire shares of Common
Stock at 50% of the then current market value, resulting in significant
economic and voting dilution to the acquiring shareholder.
    
         The Board recognizes that certain provisions of the Corporation's
Articles of Incorporation, unless amended, could permit the Rights Plan to be
circumvented by the taking of corporate action by certain shareholders
(including the replacement of the Board of Directors and the redemption of the
Rights) to defeat the purposes of the Rights Plan. Accordingly, the Board is
seeking shareholder approval of the Corporate Governance Proposals in part to
enhance the effectiveness of the Rights Plan and to ensure that its provisions
cannot easily be circumvented in a coercive takeover situation. The Rights Plan
does not require shareholder approval, and is not being submitted to the
shareholders of the Corporation for consideration at the Special Meeting.

         In addition to the Corporate Governance Proposals, the Board of
Directors is proposing amendments to other provisions of the Articles of
Incorporation. One of these proposals, described herein as Proposal 6, modifies
the manner in which "market price" is determined in determining whether
shareholder approval is required with respect to certain repurchases of stock by
the Corporation from any "interested shareholder." Another proposal, described
herein as Proposal 7, strengthens, among other things, the shareholder approval
requirement for business combinations between the Corporation and an interested
shareholder. The Board of Directors is also proposing an amendment to the
Articles of Incorporation, described herein as Proposal 8, that deletes certain
charter provisions that relate to the relationship between Lockheed Martin and

5


the Corporation that no longer will be necessary after the Effective Time.
Finally, in connection with the foregoing amendments and the proposed
restatement of the Articles of Incorporation, the Board of Directors is
proposing that several technical amendments be made to the Articles of
Incorporation that are described under Proposal 9.
   
         Although the Board believes that each of the proposed amendments to the
Articles of Incorporation should be adopted for the reasons set forth herein,
shareholders should be aware that certain of these proposals may deter certain
mergers, tender offers, proxy contests or other future takeover attempts that
some shareholders believe are in their best interests and may prevent
shareholders from realizing an opportunity to sell their Common Stock at prices
higher than then-current market prices. Although these proposals are designed as
protective measures for the Corporation's shareholders, certain of these
proposals, if adopted by the Corporation's shareholders, will make removal of
the Corporation's management more difficult and may have the effect of
entrenching the Board of Directors and management.
    
         The Board of Directors has carefully considered the potential adverse
effects of certain of the proposed amendments (other than Proposals 8 and 9,
which the Board believes to be of a "housekeeping" nature) and has concluded
that such adverse effects are substantially outweighed by the benefits these
proposed amendments afford the Corporation and its shareholders. These
provisions are designed to ensure continuity of management and its policies, to
encourage those seeking control of the Corporation to negotiate with management
and to ensure fair treatment of the Corporation's shareholders in takeover
situations. The proposals described herein are not being recommended in response
to any specific effort of which the Corporation is aware to accumulate Common
Stock or to obtain control of the Corporation. Although the proposed charter
amendments are being submitted to the shareholders for consideration as
individual proposals, the Board believes that such proposals will work most
effectively to prevent coercive takeovers if all of such proposals are adopted.
Accordingly, the Board of Directors unanimously has determined that all of the
proposed charter amendments are advisable and in the best interests of the
Corporation's shareholders and should be adopted by the shareholders. The Board
urges you to approve each of the proposed charter amendments as described in
this Proxy Statement under Proposals 1 through 9.

Background and Purposes of the Incentive Plan Proposals

         The Board of Directors believes that the best interests of the
shareholders will be served by providing incentives, in the form of stock
ownership, to the employees and non-employee directors of the Corporation. As a
result, the Board of Directors has adopted, subject to approval by the
Corporation's shareholders, the Martin Marietta Materials, Inc. Shareholder
Value Achievement Plan (the "Achievement Plan") and the Martin Marietta
Materials, Inc. Common Stock Purchase Plan for Directors (the "Directors'
Plan"). The Board of Directors also has adopted the Martin Marietta Materials,
Inc. Amended Omnibus Securities Award Plan (the "Amended Omnibus Plan") (the
Achievement Plan, the Directors' Plan and the Amended Omnibus Plan are
collectively referred to herein as the "Incentive Plans"). If approved by the
Corporation's shareholders, the Achievement Plan and the Directors' Plan would
become effective at the Effective Time.


6



         The purpose of the Incentive Plans is to encourage high levels of
performance by individuals who are key to the success of the Corporation and to
enable the Corporation to attract, motivate and retain talented and experienced
individuals essential to its continued success. The Incentive Plans seek to
accomplish this by providing such employees and non-employee directors an
opportunity to obtain and increase their proprietary interest in the
Corporation's performance. Specifically, the Achievement Plan, described in
greater detail below as Proposal 10, authorizes the grant of discretionary
performance-based stock awards conditioned upon the Corporation's attainment of
specified performance goals. The Directors' Plan, described in greater detail
below as Proposal 11, provides non-employee directors the opportunity to defer
the receipt of their annual fees, and to receive such fees in the form of Common
Stock or cash. Finally, the Amended Omnibus Plan, described in greater detail
below as Proposal 12, contemplates the issuance of various types of
discretionary stock-based awards to officers and key exempt salaried employees
of the Corporation. The Board strongly supports the approval of these Incentive
Plans, as it believes they will help foster and promote the growth and success
of the Corporation.

Effectiveness of Proposals
   
         Each of the proposed charter amendments described herein, the
Achievement Plan and the Directors' Plan, if approved by the Corporation's
shareholders, will become effective conditioned upon the distribution by
Lockheed Martin pursuant to the Split-Off Transaction of such number of shares
of Common Stock as would result in its owning less than 15% of the Common Stock
outstanding. The Amended Omnibus Plan will become effective
immediately upon its approval by the Corporation's shareholders.
    

7




                THE PROPOSED RESTATED ARTICLES OF INCORPORATION

         The proposed Restated Articles of Incorporation of the Corporation,
attached to this Proxy Statement as Appendix II, contains the text of each of
the proposed amendments to the Articles of Incorporation and is marked to show
clearly the changes proposed to be effected by the adoption of all such
amendments. None of the these proposals will be effective, however, until the
Effective Date and until the Restated Articles of Incorporation are filed with
the Secretary of State of the State of North Carolina.

                                   PROPOSAL 1

                    APPROVAL OF NUMBER OF DIRECTORS PROPOSAL


         Under the North Carolina Business Corporation Act, a corporation may
establish a variable range for the size of its board of directors. The number of
directors within such range may be determined by the shareholders or by the
Board of Directors. The Number of Directors Proposal would provide for a Board
of Directors comprised of a minimum of nine members and a maximum of eleven
members, which number may be increased or decreased from time to time within
such range by vote of the Board or the shareholders of the Corporation. No
decrease in the number of directors, however, may shorten the tenure of office
of a director.

         Under the Corporation's current Bylaws, the size of the Board of
Directors is determined by the Board and may be comprised of not less than three
nor more than fifteen members. Currently, the Board consists of seven members.
Upon implementation of the Number of Directors Proposal, the Board of Directors
will have to be expanded to a minimum of nine members. Since the Number of
Directors Proposal will not become effective until the Effective Time, which is
expected to occur, if at all, subsequent to the Special Meeting, the Board of
Directors will designate the additional directors, whose terms of office will
expire at the 1997 Annual Meeting of Shareholders of the Corporation. The Board
of Directors currently intends to increase the size of the Board to nine members
if the Number of Directors Proposal is adopted. The Board has not yet determined
the identity of the two additional directors.

         A minimum of nine directors is required under the North Carolina
Business Corporation Act in order for a company to have a classified Board. By
increasing the minimum size of the Board of Directors to nine directors, the
Number of Directors Proposal would permit the immediate implementation of a
staggered Board in accordance with the Classified Board Proposal described in
more detail under Proposal 2. In addition to permitting implementation of the
Classified Board Proposal, the Number of Directors Proposal preserves the
effectiveness of the Classified Board Proposal by preventing any shareholder
from obtaining control of the Board at a single meeting of shareholders by
enlarging the size of the Board and, at the same meeting, filling the newly
created directorships with its own nominees. By limiting the size of the Board
to eleven members, a person attempting to "pack" the Board could elect only two
directors in addition to the three directors to be elected at the annual
meeting. As a result, such person would not be able

8


to gain majority control of, or create a deadlock on, the Board of Directors at
a single annual meeting of shareholders.

         Implementation of the Number of Directors Proposal would move the range
for the size of the Board to the Restated Articles of Incorporation from its
current location in the Bylaws. As a result, under the North Carolina Business
Corporation Act, the range for the size of the Board of Directors could not be
amended by the shareholders without prior action by the Board.

         Shareholders should be aware that the Number of Directors Proposal
could make more difficult or discourage a change in control of the Board of
Directors of the Corporation, which some or a majority of the shareholders of
the Corporation may believe to be beneficial, and could discourage or make more
difficult or expensive a tender offer or other transaction involving the Common
Stock in circumstances that would give shareholders the opportunity to realize a
premium on the sale of their shares of Common Stock over then-prevailing market
prices.

         The text of the Number of Directors Proposal is set forth in Article
5(a) of the Restated Articles of Incorporation attached hereto as Appendix II.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE
NUMBER OF DIRECTORS PROPOSAL.



9




                                PROPOSAL 2

                   APPROVAL OF CLASSIFIED BOARD PROPOSAL


         Under the Classified Board Proposal, the Board of Directors would be
divided into three classes of directors as nearly equal in number as possible,
designated Class I, Class II and Class III. Approximately one-third of the
directors would be elected at the annual meeting of shareholders each year to
serve for a term of three years. The Classified Board Proposal provides that if
the number of directors is changed, any increase or decrease will be apportioned
among the classes so as to maintain the number of directors in each class as
nearly equal as possible. Directors will hold office until the annual meeting of
shareholders in the year in which such director's term expires and until such
director's successor is elected, subject to prior death, resignation,
retirement, disqualification or removal from office of such director. Any
director of any class elected by the directors to fill a vacancy as a result of
an increase in the number of directors will, however, only hold office until the
next annual meeting of shareholders of the Corporation at which directors are
elected. In no case will a decrease in the number of directors shorten the term
of office of any incumbent director.

         Notwithstanding the foregoing, the Classified Board Proposal provides
that if and when holders of any of the Corporation's preferred shares have the
right to elect a specified number of directors, then the election, term of
office, filling of vacancies and other features of such directorships will be
governed by the rights and preferences of such preferred shares as established
by the Board of Directors. Any such directors would not be classified pursuant
to the Classified Board Proposal unless so provided by the terms of the
preferred shares.

         Upon implementation of the Number of Directors Proposal and the
Classified Board Proposal, the Board of Directors intends to appoint two
additional directors to the Board of Directors as Class I directors, whose term
of office will expire at the 1997 Annual Meeting of Shareholders. The Board of
Directors also will designate one current director of the Corporation as a Class
I director to serve until the 1997 Annual Meeting of Shareholders, three current
directors as Class II directors to serve until the 1998 Annual Meeting of
Shareholders and three current directors as Class III directors to serve until
the 1999 Annual Meeting of Shareholders. The Classified Board Proposal would
thus result in the Board's extending the term of office of three of the
Corporation's current directors by one year and the term of office of three of
the Corporation's current directors by two years. In addition, only three
directors would be elected by the shareholders at the next annual meeting of
shareholders in 1997. At each annual meeting thereafter, successors to the class
of directors whose term expires at that annual meeting would be elected for a
three-year term.

         The Corporation's current Bylaws permit the creation of a staggered
Board at the direction of the Board of Directors at any time after the number of
directors is fixed at nine or more members. Implementation of the Classified
Board Proposal would move the provision relating to the classified Board to the
Restated Articles of Incorporation from its current location in the Bylaws. As a
result, under the North Carolina Business Corporation Act, the provision

10


relating to the classified Board could not be amended by the shareholders
without prior action by the Board.

         The classification of the Corporation's Board of Directors will have
the effect of making it more difficult to change the overall composition of the
Board of Directors. At least two meetings of shareholders, instead of one, may
be required for shareholders to change a majority of the Board. The Classified
Board Proposal is intended to encourage persons seeking to acquire control of
the Corporation to initiate such an acquisition through arms-length negotiations
with the Corporation's management and the Board of Directors, rather than
through a proxy contest. A classified Board may enhance the bargaining power of
the Board and the ability of the Board to act in the best interests of all
shareholders in the event of a hostile takeover situation.

         Since directors will be serving for longer terms which expire at
different times, a classified Board also promotes continuity of management and
experience on the Board and enhances the ability of the Corporation to carry out
its long-range plans and goals for the benefit of its shareholders. Although the
Corporation has not experienced any lack of continuity or stability of the
Corporation's management or policies in the past, the Board of Directors
believes that a classified Board will assist the Corporation in maintaining
continuity of management in the future.

         The Classified Board Proposal could make it more difficult or
discourage a third party from making a tender offer or otherwise attempting to
obtain control of the Corporation in a transaction that some or a majority of
the shareholders of the Corporation may deem to be in their best interests. As a
result, shareholders may be deprived of opportunities to sell some or all of
their shares of Common Stock in a tender offer at a higher price than the then
current market price of the Common Stock. The Board, however, believes that the
benefits of seeking to protect its ability to negotiate with an unfriendly
acquirer outweigh the disadvantages of discouraging such proposals.

         The text of the Classified Board Proposal is set forth in Article 5(b)
of the Restated Articles of Incorporation attached hereto as Appendix II.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE
CLASSIFIED BOARD PROPOSAL.


11




                                 PROPOSAL 3

                  APPROVAL OF REMOVAL OF DIRECTORS PROPOSAL


         Under the Removal of Directors Proposal, directors of the Corporation
may be removed only for cause by a majority of the votes cast by the
shareholders of the Corporation. If a director is elected by a particular group
of shareholders, only the shareholders of that voting group may participate in
the vote to remove such director. In accordance with the requirements of the
North Carolina Business Corporation Act, a director may not be removed by the
shareholders at a meeting unless the notice of the meeting states that one of
the purposes of the meeting is the removal of directors. If any directors are so
removed, new directors may be elected at such meeting. The proposal defines
"cause" as the conviction of a director of a felony or an adjudication that a
director was liable for fraudulent or dishonest conduct or gross abuse of
authority or discretion with respect to the Corporation. Such conviction or
adjudication must be made by a court of competent jurisdiction pursuant to a
final and non-appealable judgment.

         The Corporation's Bylaws currently provide that a director may be
removed from office with or without cause. The North Carolina Business
Corporation Act permits directors to be removed by shareholders only for cause
provided that such provision is contained in a company's articles of
incorporation. Implementation of the Removal of Directors Proposal would move
the provision regarding the removal of directors to the Restated Articles of
Incorporation from its current location in the Bylaws. As a result, under the
North Carolina Business Corporation Act, the provision relating to the removal
of directors could not be amended by the shareholders without prior action by
the Board.

         The Removal of Directors Proposal is designed to protect the benefits
afforded by a classified Board pursuant to the Classified Board Proposal and the
Number of Directors Proposal. The Removal of Directors Proposal would prevent a
third party from gaining control of the Board of Directors by removing incumbent
directors without cause and filling the resulting vacancies with its own
nominees. Under the Removal of Directors and Classified Board Proposals, two
successive annual meetings may be needed in order for a third party to gain
control of the Board, and three annual meetings may be required in order to
replace the entire Board.

         The Removal of Directors Proposal would discourage persons whose
efforts are not endorsed by the Board of Directors from attempting to acquire
control of the Corporation through a proxy contest. By reducing the threat of
removal of the Board, the Removal of Directors Proposal may enhance the
bargaining power of the Board and the ability of the Board to act in the best
interests of all shareholders in the event of a hostile takeover situation.

         Shareholders should recognize that this proposal will also make it more
difficult for shareholders to remove a director in circumstances which do not
constitute a takeover attempt and where, in the belief of the holders of a
majority of the Common Stock outstanding, good reason for such removal may
exist. Moreover, the Removal of Directors Proposal may have the effect of
delaying an ultimate change in existing management which might be desired by a
majority

12


of the shareholders. However, the Board of Directors believes that the
benefits of the proposal outweigh its possible disadvantages. It is the belief
of the Board that a director who is performing his or her duties in good faith
and in the best interests of the Corporation and its shareholders should be
able to continue to represent the interests of all the shareholders for the
term for which he or she was elected.

         The text of the Removal of Directors Proposal is set forth in Article
5(d) of the Restated Articles of Incorporation attached hereto as Appendix II.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE
REMOVAL OF DIRECTORS PROPOSAL.


13




                                 PROPOSAL 4

                    APPROVAL OF SPECIAL MEETING PROPOSAL


         The Special Meeting Proposal provides that special meetings of
shareholders may be called only by the Chairman of the Board of Directors or the
President of the Corporation, or by the affirmative vote of a majority of the
members of the Board of Directors or the Executive Committee of the Board of
Directors. No other person or persons, including the shareholders of the
Corporation, would be authorized to call a special meeting of shareholders.
   
         Under the North Carolina Business Corporation Act, special meetings of
shareholders of a public corporation may be called by the Board of Directors of
such corporation or by such persons authorized by the corporation's articles of
incorporation or bylaws. Currently, the Bylaws provide that special meetings of
shareholders (i) may be called by the Chairman of the Board, the President, the
Board of Directors or the Executive Committee of the Board of Directors and
(ii) must be called on the written request of shareholders entitled to cast a
majority of all the votes entitled to be cast at the meeting.
    
         The Special Meeting Proposal would eliminate the ability of one or more
shareholders to require the call of a special shareholder meeting to force
shareholder consideration of a proposal to take action over the opposition of
the Board of Directors. Accordingly, shareholder proposals opposed by the Board
of Directors could only be brought before the shareholders at an annual meeting.
The Board believes that the threat of a proxy contest in a hostile takeover
situation could be highly disruptive to the Corporation and could interfere with
the implementation of the policies of the Board of Directors. In addition, the
imminent threat of removal of management in a proxy contest could curtail the
Board's ability to evaluate a takeover proposal. The Special Meeting Proposal
would encourage persons seeking to acquire the Corporation to deal directly with
the Corporation's management.

         Implementation of the Special Meeting Proposal would move the provision
relating to the call of special meetings of shareholders to the Restated
Articles of Incorporation from its current location in the Bylaws. As a result,
under the North Carolina Business Corporation Act, the provision relating to the
call of special meetings of shareholders could not be amended by the
shareholders without prior action by the Board.

         Shareholders should recognize that this provision would apply to any
purpose for which shareholders may wish to hold a special meeting and may
prevent shareholders from calling a special meeting even when a majority desires
to do so. The Board of Directors, however, believes that the advantages of the
Special Meeting Proposal outweigh its disadvantages and that this proposal would
not significantly impair the rights of the Corporation's shareholders.
Shareholders would continue to have the opportunity to make proper proposals at
duly convened annual shareholders' meetings and to request that any such
proposal be presented for consideration to other shareholders in the
Corporation's annual proxy statement. The Special Meeting Proposal

14


would not affect in any way the conduct of annual meetings of shareholders
held pursuant to North Carolina law.

         The text of the Special Meeting Proposal is set forth in Article 9 of
the Restated Articles of Incorporation attached hereto as Appendix II.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE
SPECIAL MEETING PROPOSAL.



15




                                PROPOSAL 5

                   APPROVAL OF DIRECTOR VACANCY PROPOSAL


         Under the Director Vacancy Proposal, if a vacancy occurs on the Board
of Directors, including any vacancy resulting from an increase in the number of
directors of the Corporation, such vacancy may be filled only by the affirmative
vote of a majority of the remaining directors in office, even though less than a
quorum. Under the Director Vacancy Proposal, shareholders are not permitted to
fill any vacancy on the Board, other than vacancies that result from the removal
of a director from office by the shareholders that is filled by the shareholders
at the same meeting at which such removal occurs. Under the Director Vacancy
Proposal, the term of office of any director elected by the directors to fill a
vacancy expires at the next annual meeting of shareholders at which directors
are elected. No decrease in the number of directors may shorten the tenure of
office of any incumbent director.

         Under the North Carolina Business Corporation Act, unless the articles
of incorporation of a company provide otherwise, a vacancy occurring on the
board of directors, including any vacancy resulting from an increase in the
number of directors, may be filled by the shareholders or the board of directors
of a company. Because the Director Vacancy Proposal would, except under certain
circumstances, limit the right of shareholders of the Corporation to fill any
vacancy on the Board of Directors, it is proposed that the Director Vacancy
Proposal be contained in the Restated Articles of Incorporation.

         The Director Vacancy Proposal enhances the effectiveness of the
Classified Board Proposal by making it more difficult for a shareholder to
obtain control of, or to create deadlock on, the Board within a short period of
time. Because any vacancy on the Board of Directors, including any vacancy
resulting from an increase in the number of directors, would be filled by the
Board, the Director Vacancy Proposal makes it more likely that a shareholder
would need at least two annual meetings, rather than one, to obtain control of
the Board. By vesting in the Board of Directors the power to fill vacancies on
the Board, the Director Vacancy Proposal protects against sudden changes in the
management of a company that result from sudden changes in shareholdings and
provides stability within the management of the Corporation.

         The text of the Director Vacancy Proposal is set forth in Article 5(c)
of the Restated Articles of Incorporation attached hereto as Appendix II.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE
DIRECTOR VACANCY PROPOSAL.


16




                                 PROPOSAL 6

                    APPROVAL OF STOCK REPURCHASE PROPOSAL


         Article 10(a) of the Articles of Incorporation prevents the Corporation
from repurchasing from an "interested shareholder" shares of voting stock of the
Corporation that have been beneficially owned for a period of less than two
years without the approval of a majority of the voting stock not owned by the
interested shareholder, subject to certain exceptions. One of such exceptions
occurs if the purchase price for such shares is not greater than the market
price of the stock "at the time of such purchase." Market price of the shares is
generally determined by reference to the last closing sale price immediately
preceding the time in question on the New York Stock Exchange or other principal
market on which such shares are listed. An "interested shareholder" is generally
defined as any person who beneficially owns, directly or indirectly, 5% or more
of the voting stock of the Corporation outstanding.

         Under the Stock Repurchase Proposal, Article 10(a) of the Articles of
Incorporation would be amended to provide that for purposes of the "fair market
value" exception to such stock repurchase provisions, market price will be
determined as of the earlier of (i) the date of such stock repurchase or (ii)
the date any agreement with respect to such transaction was entered into.

         The purpose of the stock repurchase provisions of the Articles of
Incorporation is to prevent shareholders from "greenmailing" the Corporation
(i.e., pressuring the Corporation to repurchase their shares at more than fair
market value), while at the same time establishing price guidelines so that the
Board has the ability to repurchase stock if it determines that such a
repurchase is in the best interests of the Corporation and its shareholders. The
Stock Repurchase Proposal is not intended to, and would not, affect the purposes
of the stock repurchase provisions of the Articles of Incorporation. The purpose
of the Stock Repurchase Proposal is only to change the manner in which the "fair
market value" exception to the stock repurchase provisions is implemented in
order to permit such exception to be applied in circumstances in which the Board
has determined to effect a stock repurchase for not less than fair market value.

         Currently, in connection with any proposed stock repurchase by the
Corporation from an interested shareholder, the market price of the repurchased
stock must be determined upon the consummation of such purchase to ensure that
the purchase price is not greater than the market price of such stock at such
time. If the purchase price is greater than the market price at the time of
repurchase, the transaction could not be consummated without the approval of a
majority of the voting stock not beneficially owned by the interested
shareholder. This provision therefore virtually requires that the repurchase
occur after the close of the market and be consummated on the same day in which
the agreement is entered into since the market price of the stock is subject to
continual change during trading hours. If the market price of the stock were to
decline at the time the transaction was actually consummated, regardless of
whether the purchase price at the time the parties became committed to the
repurchase met the "fair market value" criterion, the transaction would not
satisfy the "fair market value" exception and would require the approval of the
disinterested shareholders of the Corporation in order to be effected. The Board
believes that

17


in many instances it may be necessary or appropriate to enter into an agreement
which provides for consummation of the repurchase after the date on which the
agreement is entered into.

         The Stock Repurchase Proposal is not being recommended in connection
with any proposed repurchase of stock held by any interested shareholder. The
Board believes that the Stock Repurchase Proposal is necessary to accomplish the
purposes of the stock repurchase provisions and the "fair market value"
exception thereto set forth in the Articles of Incorporation.

         The text of the Stock Repurchase Proposal is set forth in Article 8(a)
of the Restated Articles of Incorporation attached hereto as Appendix II.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE STOCK
REPURCHASE PROPOSAL.



18




                                PROPOSAL 7

                 APPROVAL OF BUSINESS COMBINATION PROPOSAL


         Article 10 of the Articles of Incorporation requires that certain
business combinations (including a merger or consolidation or, in certain
circumstances, a sale, lease, exchange or other transfer of assets, the
issuance, transfer or reclassification of equity securities, or the adoption of
a plan of liquidation or dissolution) between the Corporation and any
"interested shareholder" be approved by a majority of the voting stock of the
Corporation not held by any interested shareholder, except in cases in which
either (i) the interested transaction is approved by a majority of the
"disinterested directors" of the Corporation or (ii) such interested shareholder
has beneficially owned its shares for more than two years.

         The purpose of the business combination provisions described above is
to prevent persons who own a substantial amount of voting stock from causing or
seeking to cause the Corporation to enter into a merger or other business
combination without the approval of the members of the Board of Directors or the
shareholders that are unaffiliated with such "interested shareholder." In the
absence of such provisions, a significant shareholder who acquired control of
the Corporation and the Board of Directors could subsequently, by virtue of such
control, force the remaining shareholders to sell or exchange their shares at a
price that may not reflect any premium attributable to such shareholder's
acquisition of a controlling interest in the Corporation. This could occur where
a tender offeror has made a two-tiered acquisition, involving a tender offer for
cash at a high price for a portion of the Corporation's shares, followed by a
merger in which cash or securities are issued for the remainder of the
Corporation's shares. The cash or securities issued in the second step may have
a value below the cash paid in the initial tender offer. A two-tiered tender
offer often coerces shareholders into making a hasty decision as to whether to
sell their shares because such an offer takes advantage of shareholders'
legitimate fear that they will suffer a disadvantage if the tender offer is
successful and they are forced to participate in the lower-valued second tier
transaction.

         Under the Business Combination Proposal, business combinations between
the Corporation and an interested shareholder would require the approval of
greater percentages of the outstanding and disinterested shares than currently
is required. Such transactions would require the approval of (i) 66-2/3% of the
voting stock of the Corporation not held by any interested shareholder, voting
together as a single class, and (ii) 80% of all voting stock of the Corporation,
voting together as a single class. Similarly, any amendment of the business
combination provisions of the Articles of Incorporation would require the
approval of (i) 66-2/3% of the voting stock of the Corporation not held by any
interested shareholder, voting together as a single class, and (ii) 80% of all
voting stock of the Corporation, voting together as a single class.

         The Business Combination Proposal would also eliminate the exception to
the shareholder approval requirement with respect to business combinations
between the Corporation and any interested shareholder that has beneficially
owned its shares for two years or more. Under the Business Combination Proposal,
business combinations between the Corporation and an

19


interested shareholder would require the approval of either (i) a supermajority
vote of the outstanding and disinterested shareholders or (i) a majority of the
disinterested directors of the Corporation, in each case irrespective of the
length of time an interested shareholder has owned its shares.

         The purpose of the Business Combination Proposal is to protect
shareholders from being treated unfairly in a merger or other business
combination by making it more difficult for persons who own a substantial amount
of Common Stock to enter into a business combination with the Corporation
without negotiating with the Board of Directors or the shareholders of the
Corporation. The Business Combination Proposal would encourage persons
interested in acquiring the Corporation to negotiate in advance with the Board
of Directors. Otherwise, such business combination would require the approval of
a supermajority vote of both the outstanding and the disinterested shareholders
of the Corporation.
   
         The Business Combination Proposal is not being recommended in
connection with any proposed business combination between the Corporation and
any interested shareholder. The text of the Business Combination Proposal is set
forth in Articles 8(b) and 8(e) of the Restated Articles of Incorporation
attached hereto as Appendix II.
    
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE
BUSINESS COMBINATION PROPOSAL.



20




                                  PROPOSAL 8

                  APPROVAL OF POST SPLIT-OFF CHARTER PROPOSAL


         Under the Post Split-Off Charter Proposal, several provisions of the
Corporation's current Articles of Incorporation relating to the relationship
between Lockheed Martin and the Corporation would be modified or deleted in
their entirety. The Board of Directors believes that such provisions no longer
will be necessary following consummation of the Split-Off Transaction.

         The Board has proposed that Articles 8 and 9 of the Corporation's
Articles of Incorporation, which provide guidance and protection to the
Corporation's officers, directors and employees in satisfying their fiduciary
duties to the Corporation as they may involve Martin Marietta Corporation (one
of the predecessors to Lockheed Martin) and its officers, directors and
employees, be deleted in their entirety. Articles 8 and 9 were originally
adopted upon the formation of the Corporation in November 1993 because many of
the officers, directors and employees of the Corporation, as the successor to
substantially all of the assets and liabilities of the materials group of Martin
Marietta Corporation and its subsidiaries, were also officers, directors or
employees of Martin Marietta Corporation. The Board believes that these
provisions no longer will be necessary following the divestiture of Lockheed
Martin's equity interest in the Corporation. The Board believes that the
standards of conduct set forth in the North Carolina Business Corporation Act
that govern the fiduciary duty of officers and directors of the Corporation are
sufficient to address any potential conflict that may exist between the
interests of the Corporation and Lockheed Martin following consummation of the
Split-Off Transaction.

         The Post Split-Off Charter Proposal also amends the definition of
"Interested Shareholder" contained in paragraph (c)(iii) of Article 10 of the
Articles of Incorporation to delete any exception therein for Martin Marietta
Corporation and any subsidiary or employee benefit plan of Martin Marietta
Corporation. The Board believes that the exception for Martin Marietta
Corporation and its affiliates within the definition of interested shareholder
no longer will be necessary following the Split-Off Transaction.

         In addition, under the Post Split-Off Charter Proposal a number of
technical amendments would be made to Article 10 of the Articles of
Incorporation to correct references necessitated by the change in the numbering
of such Article as a result of the deletion of the current Articles 8 and 9 of
the Corporation's Articles of Incorporation.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE POST
SPLIT-OFF CHARTER PROPOSAL.


21




                                PROPOSAL 9

               APPROVAL OF MISCELLANEOUS AMENDMENT PROPOSAL


         Under the Miscellaneous Amendment Proposal, several provisions of the
Corporation's current Articles of Incorporation would be deleted or modified in
connection with the proposed restatement of the Articles of Incorporation to
reflect the amendments described in this Proxy Statement.
   
         The Miscellaneous Amendment Proposal would (i) delete all references in
the charter to the Articles of Incorporation and substitute therefor
references to the Restated Articles of Incorporation of the Corporation in the
preamble, Article 6, Article 10 and the signature recital of the Articles of
Incorporation, (ii) delete references to the "initial" registered office and
"initial" registered agent of the Corporation in Article 3 of the Articles of
Incorporation, and (iii) capitalize certain terms that are used and already
defined in Article 10 of the Articles of Incorporation.
    
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE
MISCELLANEOUS AMENDMENT PROPOSAL.



22




                               PROPOSAL 10

             APPROVAL OF SHAREHOLDER VALUE ACHIEVEMENT PLAN

         The Corporation has adopted, subject to approval by the Corporation's
shareholders, the Achievement Plan to encourage ownership of Common Stock by key
employees of the Corporation. The Corporation is seeking shareholder approval of
the Achievement Plan in order to comply with the requirements of the New York
Stock Exchange and Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code"). If approved by the shareholders of the Corporation, the
Achievement Plan will become effective at the Effective Time. The following
summary of the Achievement Plan is qualified in its entirety by the terms of the
Achievement Plan, a copy of which has been filed with the Securities and
Exchange Commission.

Summary of the Achievement Plan Purpose and Eligibility
   
         The primary purpose of the Achievement Plan is to foster and promote
the long-term growth and performance of the Corporation by enhancing the
Corporation's ability to attract and retain qualified key employees and motivate
key employees through stock ownership and performance-based incentives. To
achieve this purpose, the Achievement Plan provides for the granting of stock
awards (the "Awards") based on the performance of the Corporation through cycles
established by the Committee (as defined below), currently anticipated to be
three years. All key employees of the Corporation and any of its subsidiaries
(the "Participants") are eligible for discretionary awards. Participation in the
Achievement Plan, as well as the level of Awards made to individual
Participants, will be determined by the Compensation Committee of the Board of
Directors or any other committee of the Board that the Board authorizes to
administer the Achievement Plan (the "Committee"). It is anticipated that
approximately 11 executives initially will be chosen to participate in the
Achievement Plan. The Corporation will reserve 250,000 shares of Common Stock
for issuance under the Achievement Plan.
    
         Administration

         The Achievement Plan is administered by the Committee. The Committee,
in its sole discretion, has the authority, among other things, to determine the
terms of all Awards granted under the Achievement Plan, including any purchase
or exercise price for an Award; to determine the employees to whom, and the time
or times at which, Awards will be granted and become exerciseable and
forfeitable; to determine the number of shares covered by an Award; to interpret
the Achievement Plan; and to make all other determinations deemed advisable for
the administration of the Achievement Plan.

         Awards

         An Award granted under the Achievement Plan will provide for the future
issuance of shares of Common Stock to the Participant upon the Corporation's
attainment of certain performance goals established by the Committee at the time
the Award is granted. The goals will be based on a performance cycle (the
"Measurement Period") anticipated to be three years, and

23


will include one or more of (i) total return to shareholders, (ii) cash flow,
(iii) return on equity, (iv) return on assets, (v) stock price and (vi) earnings
per share. Each Award will have a target number of shares, but more or less than
the target number may be issued, depending on the level to which the performance
goal has been exceeded or not attained. It is anticipated that no more than 150%
of the target number of shares will be issued with respect to an Award, and
there will be a threshold performance target below which no shares will be
issued. No Participant may be granted Awards during a Measurement Period having
a target number of shares of Common Stock greater than the lesser of (i) 20,000
shares or (ii) a dollar value of $500,000 based on the Fair Market Value (as
defined in the Achievement Plan) of the target number of shares of Common Stock
as of the first day of the applicable Measurement Period. A written agreement
between the Corporation and each Participant will set forth the terms,
conditions, and restrictions applicable to an Award.

         If a Participant terminates employment during a Measurement Period due
to death or disability, his or her Awards will be paid on a pro-rata basis. If a
Participant is terminated by the Corporation without Cause (as defined in the
Achievement Plan), or retires under the Corporation's retirement plan, the
Participant will be paid with respect to his or her Awards after the end of the
Measurement Period if the performance goals were attained. However, in that case
the Committee will have discretionary authority to reduce or eliminate the
payment.

         Awards are intended to constitute "performance based" compensation
within the meaning of Section 162(m) of the Code. Section 162(m) of the Code
denies a deduction by an employer for certain compensation in excess of $1
million per year paid by a publicly traded corporation to the chief executive
officer and the four most highly compensated executive officers other than the
chief executive officer. Certain compensation, including "performance based"
compensation, is excluded from this deduction limit. Among the requirements for
compensation to qualify for this exception is that the material terms pursuant
to which the compensation is to be paid be disclosed to and approved by the
shareholders prior to the payment.

         Payment upon Exercise

         A Participant's Award will be paid as soon as practicable after the end
of the Measurement Period (or, in the case of a Participant who dies or incurs a
disability, and becomes entitled to an Award pursuant to the Achievement Plan,
as soon as practicable following death or the determination of disability).
Payment will be made in shares of Common Stock or, in the discretion of the
Committee, all or part in cash, based on the Fair Market Value of the applicable
number of shares of Common Stock on the payment date.

         Withholding

         With respect to any payments made to Participants under the Achievement
Plan, the Corporation will withhold all local, state and federal taxes,
including withholding of shares of Common Stock otherwise payable to the
Participant.



24


         Adjustment for Recapitalization, Merger, Etc.

         If any change is made to the shares of Common Stock by reason of any
recapitalization, merger, consolidation, spin-off, reorganization, combination
or exchange of shares, or other corporate change, or any distributions are made
of Common Stock to shareholders other than cash dividends, appropriate
adjustments will be made by the Committee to the kind and maximum number of
shares subject to the Achievement Plan and the kind and number of shares and
price per share of stock subject to each outstanding Award.

         Nonassignability of Awards

         No right or interest of a Participant under the Achievement Plan may be
subject in any manner to anticipation, alienation, sale, assignment, transfer,
or otherwise or may be transferred by the Participant other than by will or the
laws of intestate succession. Any attempt to take such action with respect to an
Award will render such Award null and void.

         Termination or Amendment

         The Achievement Plan may be amended or terminated at any time by the
Board of Directors or the Committee, provided that such termination or amendment
does not adversely affect a Participant's rights with respect to Awards
previously awarded to him or her, without the consent of the Participant.

         Change in Control

         The Achievement Plan provides that upon the occurrence of a Change in
Control (as defined in the Achievement Plan) all conditions applicable to
outstanding Awards will be deemed to have been satisfied at the target level as
of the date of the Change of Control. Payment with respect to a Participant's
awards will be made as soon as practicable after the Change of Control. For
purposes of the Achievement Plan, a Change of Control is generally defined as
(i) the acquisition by any person, or related group of persons, of 40% or more
of either the outstanding Common Stock or the combined voting power of the
Corporation's outstanding securities, (ii) a merger of the Corporation following
which the Corporation's shareholders before the merger fail to own more than 50%
of the resulting entity, (iii) a change in the composition of the Board such
that the individuals who constitute the Board on the effective date of the
Achievement Plan (the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board, provided, however, that generally an individual
whose election or nomination was approved by a majority of the Board will be
considered to be a member of the Incumbent Board, (iv) a liquidation or
dissolution of the Corporation or (v) a sale of all or substantially all of the
Corporation's assets.



25


New Plan Benefits

         As noted above, the Achievement Plan will become effective at the
Effective Time. The Committee will not meet to determine the terms and
conditions of the Awards, the Participants of the Achievement Plan or the
performance goals applicable to the Awards, until after the occurrence of the
Effective Time. As a result, benefits under the Achievement Plan are not yet
determinable.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE ACHIEVEMENT PLAN.



26




                              PROPOSAL 11

         APPROVAL OF COMMON STOCK PURCHASE PLAN FOR DIRECTORS

         The Corporation has adopted, subject to approval by the Corporation's
shareholders, the Directors' Plan. The Directors' Plan is intended to provide an
inducement to obtain and retain the services of qualified persons who are
neither employees nor officers of the Corporation to serve as members of the
Board of Directors by providing them with an equity interest in the Corporation,
more closely aligning their interests with those of the Corporation's
shareholders, and providing them with fair and reasonable compensation. The
Corporation is seeking shareholder approval of the Directors' Plan in order to
comply with the requirements of the New York Stock Exchange. If approved by the
Corporation's shareholders, the Directors' Plan will become effective at the
Effective Time. The following summary of the Directors' Plan is qualified in its
entirety by the terms of the Directors' Plan, a copy of which has been filed
with the Securities and Exchange Commission.

Summary of Directors' Plan

         Eligibility and Participation

         All non-employee directors are eligible to participate in the
Directors' Plan. Under the terms of the Directors' Plan, each non-employee
director of the Corporation is entitled to make an election to receive all or a
portion of his or her retainer fees, board meeting fees and committee meeting
fees (collectively, "Annual Fees"), in the form of Common Stock. In addition, a
non-employee director who participates in the Directors' Plan can make an
election to defer up to 100% of his or her Annual Fees, whether received in the
form of Common Stock or cash. Such amounts are credited to a Stock Deferral
Account and/or a Cash Deferral Account maintained under the Directors' Plan, and
paid in accordance with the non-employee director's election. Other than as
described in the next sentence, participation in the Directors' Plan is
voluntary, and all amounts deferred are fully vested. The Board of Directors, in
its sole discretion, may provide for a proportion of each non-employee
director's Annual Fees which must be paid in the form of Common Stock for the
next following plan year. If the Board of Directors makes such a determination,
the participant's elections will remain in effect and apply to the amount of the
Annual Fees payable in Common Stock and cash after implementation of the Board
of Director's determination. Because participation in the Directors' Plan is
generally voluntary, the number of non-employee directors who will participate
is unknown.

         Administration

         The Directors' Plan will be administered by the Compensation Committee
of the Board of Directors (the "Compensation Committee"). The Compensation
Committee will interpret the terms and conditions of the Directors' Plan and
will have all powers necessary to do so. The Compensation Committee will furnish
to each non-employee director participating in the Directors' Plan, promptly
after the end of each calendar year, a statement indicating the amounts credited
to such director's Stock Deferral Account and/or Cash Deferral Account.


27



         Stock and Cash Deferral Accounts

         The portion of a non-employee director's Annual Fees that he or she
elects to defer in the form of Common Stock will be credited to his or her Stock
Deferral Account, and the portion he or she elects to defer in the form of cash
will be credited to his or her Cash Deferral Account, in each case as of the
date such fees otherwise would have been paid (the "Fee Payment Date"). Amounts
so credited to the Stock Deferral Account will be converted on the Fee Payment
Date into a number of Stock Equivalents (units of measurement which represent
the right to receive one share of Common Stock) calculated by dividing the
amounts so credited by the Fair Market Value (as defined in the Directors' Plan)
of one share of Common Stock on such date, unless the Board of Directors, in its
sole discretion, provides for a percentage discount from the Fair Market Value.
Upon payment, a participant will receive one share of Common Stock for each
Stock Equivalent credited to his Stock Deferral Account. With respect to each
Stock Equivalent so credited, an amount equal to any dividends declared in
respect of a share of Common Stock will be credited to the participant's Cash
Deferral Account on the date such dividends are paid. In addition, interest at a
rate to be determined by the Compensation Committee will be credited to each
Cash Deferral Account.

         A participant in the Directors' Plan may elect that payments from his
or her Stock Deferral Account and Cash Deferral Account be made in the form of a
lump sum or in up to five annual installments commencing on any specific day
selected by the participant which is not later than two years following such
participant's tenure as a non-employee director of the Corporation. Each
participant may designate one or more beneficiaries to receive amounts to be
distributed from the participant's Stock Deferral Account and Cash Deferral
Account. If a participant in the Directors' Plan dies before payment of his or
her accounts is complete, the balance remaining in such accounts will be paid to
his or her beneficiary as soon as practicable following the participant's death.

         Amendment and Termination

         The Directors' Plan is not scheduled to expire on any particular date.
The Board of Directors may amend, modify, suspend or terminate the Directors'
Plan without the consent of any participants, provided that such action may not
materially and adversely affect a participant's rights with respect to amounts
already credited to his or her Stock Deferral Account and Cash Deferral Account.

         Nonassignability of Awards

         The rights and interests of a participant in the Directors' Plan may
not be transferred, encumbered or alienated other than by the laws of descent
and distribution, provided that a participant may designate a beneficiary.



28


         No Rights of a Shareholder or to Continued Election as a Director

         No participant has any of the rights or privileges of a shareholder as
a result of his or her participation in the Directors' Plan until Common Stock
is actually distributed under the plan. Moreover, nothing in the Directors' Plan
confers any right upon any participant in the plan to continue as a member of
the Board of Directors. All expenses and costs incurred in connection with the
Directors' Plan will be borne by the Corporation.

New Plan Benefits

         Because receipt of Common Stock and the deferral of Common Stock and
cash received under the Directors' Plan are completely within the discretion
of each participating non-employee director, benefits under the Directors'
Plan are not determinable.  However, the following individuals currently serve
as non-employee directors:  Marcus C.  Bennett, Richard G.  Adamson, Bobby F.
Leonard, Frank H. Menaker, Jr., James M.  Reed and William B. Sansom.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE DIRECTORS' PLAN.


29




                               PROPOSAL 12

                         APPROVAL OF THE AMENDED
                      OMNIBUS SECURITIES AWARD PLAN

         Effective February 2, 1994, the Corporation adopted the Martin Marietta
Materials, Inc. Omnibus Securities Award Plan (the "Omnibus Plan"), and on July
23, 1996 the Corporation adopted amendments to the Omnibus Plan, subject to
approval by the Corporation's shareholders. The Amended Omnibus Plan is being
submitted to shareholders in view of the proposed amendments and the
Corporation's desire that Awards (as defined below) continue to qualify as
"performance based compensation" for purposes of Section 162(m) of the Code. If
the proposed amendments are not approved by the shareholders, the Omnibus Plan
as in effect immediately prior to such amendments will remain in full force and
effect. Awards granted prior to the effective date of the amendments will remain
outstanding subject to the terms and conditions of the Omnibus Plan as it
existed prior to such effective date.

         The following summary of the Amended Omnibus Plan is qualified in its
entirety by reference to the text of the Amended Omnibus Plan, a copy of which
has been filed with the Securities and Exchange Commission.

Summary of the Amended Omnibus Plan

         Purpose and Eligibility

         The primary purpose of the Amended Omnibus Plan is to enable officers
and other key exempt salaried employees of the Corporation or any subsidiary to
share in the growth and prosperity of the Corporation by encouraging stock
ownership by such persons and to attract and retain skilled personnel. The
Amended Omnibus Plan contemplates the issuance of incentive stock options within
the meaning of Section 422 of the Code ("Incentive Options"), as well as
non-qualified stock options ("Non-Qualified Options") (collectively, "Options"),
restricted stock, stock appreciation rights ("Stock Appreciation Rights"), and
other stock-based incentive awards (collectively, "Awards"). All officers and
other key exempt salaried employees of the Corporation and any of its
subsidiaries are eligible for discretionary Awards under the Amended Omnibus
Plan. However, no individual who beneficially owns Common Stock possessing five
percent (5%) or more of the combined voting power of all classes of stock of the
Corporation is eligible to participate in the Amended Omnibus Plan.
The approximate number of persons currently eligible to participate is 75.
   
         The aggregate number of shares with respect to which Non-Qualified
Options, Incentive Options or other Awards payable in securities may be granted
under the Amended Omnibus Plan is 2,000,000. The aggregate number of shares with
respect to which Non-Qualified Options, Incentive Options or Stock Appreciation
Rights may be granted to any Participant is 200,000 in any one year. As of the
date of this Proxy Statement, approximately 683,000 shares were subject to
outstanding Awards under the Omnibus Plan.  Accordingly, approximately
1,317,000 additional shares would be available for issuance under the Amended
Omnibus Plan.
    


30



         Administration
   
         The Amended Omnibus Plan will be administered by a committee composed
of members of the Board of Directors who are neither employees nor officers of
the Corporation (the "Committee"). The members of the Committee must be both
"non-employee directors" for purposes of Rule 16b-3 under the Securities
Exchange Act of 1934 (the "Exchange Act") and "outside directors" for purposes
of Section 162(m) of the Code. The Committee, in its sole discretion, has the
authority, among other things: to determine the terms of all Awards granted
under the Amended Omnibus Plan, including any purchase or exercise price for an
Award; to determine the persons to whom Awards will be granted ("Participants")
and the time or times at which grants will be made and become exercisable and
forfeitable; to determine the number of shares covered by an Award; to
interpret the Amended Omnibus Plan; and to make all other determinations deemed
advisable for the administration of the Amended Omnibus Plan.
    
         Award Agreements

         Each Award under the Amended Omnibus Plan will be evidenced by an
agreement between the Corporation and the Participant (an "Award Agreement")
which will set forth the number of shares of Common Stock, Stock Appreciation
Rights or units subject to the Award and such other terms and conditions as the
Committee determines to be applicable to the Award. Under the terms of the
Amended Omnibus Plan, each Award Agreement must provide for the following:

                   (i) Non-assignability: A provision that no Award is
         assignable or transferable except by will or the laws of descent and
         distribution and that during the lifetime of a Participant, his or her
         Awards are exercisable only by the Participant or his or her guardian
         or legal representative;

                   (ii)  Termination of Employment:  A provision  describing
         the treatment of an Award in the event of the  retirement,
         disability, death or  other  termination  of a  Participant's
         employment  with the Corporation or its subsidiary;

                   (iii) Rights as a Shareholder: A provision stating that a
         Participant will have no rights as a shareholder with respect to any
         securities covered by an Award until the date the Participant becomes a
         holder of record of such shares;

                   (iv) Withholding: A provision requiring the withholding of
         any taxes required by law to be withheld from all amounts paid in
         satisfaction of an Award. In the case of Awards paid in shares of
         Common Stock, a Participant may satisfy the withholding obligation by
         paying the amount of any taxes in cash, or, with the approval of the
         Committee, with shares of Common Stock or other securities, having a
         "Fair Market Value" (as defined in the Amended Omnibus Plan) equal to
         the withholding amount due on the date the Award is exercised;



31


                   (v) Execution: A provision stating that no Award is
         enforceable until the Award Agreement or a receipt has been signed by
         the Participant and either the Chairman of the Board or the Chief
         Executive Officer (or his delegates) of the Corporation;

                   (vi) Holding Period: A provision stating that an Insider (a
         person subject to Section 16 of the Exchange Act) must meet the holding
         period requirements of Rule 16b-3, provided that this requirement does
         not apply to Awards granted on or after August 15, 1996; and

                   (vii) Exercise and Payment: A provision describing the
         permitted methods of exercising and paying the exercise price with
         respect to the Award.

         Options

         The Committee may from time to time grant Options to any Participant.
The terms of Options granted under the Amended Omnibus Plan will be set out in
Award Agreements which will contain such provisions as the Committee from time
to time deems appropriate, including the exercise price and expiration date of
such Options. Award Agreements will specify whether or not an Option is an
Incentive Option.

         In no event will the exercise price of an Incentive Option be less than
100% of the Fair Market Value of the shares subject to the Option on the date of
grant. The term of Incentive Options cannot exceed ten years from the date of
grant. To the extent that the aggregate Fair Market Value, determined as of the
time the Incentive Option is granted, of the Common Stock which may become
exercisable for the first time by any employee during any calendar year exceeds
$100,000, such excess amount will be treated as Non-Qualified Options.

         Stock Appreciation Rights

         The Committee from time to time may grant Stock Appreciation Rights to
any Participant. A Stock Appreciation Right is a right to receive, upon exercise
of the right, but without payment by the Participant, an amount payable in cash.
The amount payable with respect to each right will be equal in value to a
percentage of the excess, if any, of the Fair Market Value of a share of Common
Stock on the exercise date over the Fair Market Value of a share of Common Stock
on the date the Award was made. Upon exercise, a Stock Appreciation Right will
be satisfied by the Corporation in cash.

         Each Stock Appreciation Right will be evidenced by an Award Agreement
containing such other terms and conditions, consistent with the Amended Omnibus
Plan, as the Committee deems appropriate.



32


         Restricted Stock

         The Committee from time to time may grant restricted stock ("Restricted
Stock") to any Participant. Restricted Stock is Common Stock that is issued to a
Participant and is subject to restrictions on transfer and/or such other
restrictions or incidents of ownership as the Committee may determine. Each
Participant who is awarded Restricted Stock will be required to enter into an
Award Agreement, in a form specified by the Committee, agreeing to the terms and
conditions of the grant and such other matters consistent with the Amended
Omnibus Plan as the Committee determines appropriate.

         Other Awards

         The Committee may grant any other stock or stock-related awards to a
Participant that the Committee deems appropriate.

         Adjustment for Recapitalization, Merger, Etc.

         If any change is made to the shares of Common Stock by reason of any
recapitalization, merger, consolidation, spin-off, reorganization, combination
or exchange of shares, or other corporate change, or any distributions are made
to shareholders other than cash dividends, appropriate adjustments will be made
by the Committee to the kind and maximum number of shares subject to the Amended
Omnibus Plan and the kind and number of shares and price per share of stock
subject to each outstanding Award.

         Termination or Amendment

         The Board of Directors may terminate, suspend or discontinue the
Amended Omnibus Plan at any time, provided that no such action shall deprive
Participants of their rights under outstanding Awards. The Committee may amend
or alter the Amended Omnibus Plan from time to time as its deems desirable, to
the extent permitted by law. However, no such action may, without approval of
the shareholders of the Corporation, be effective if shareholder approval would
be required to keep the Amended Omnibus Plan and the Awards made thereunder in
compliance with Rule 16b-3 under the Exchange Act and Section 162(m) of the
Code.

         Change in Control

         The Amended Omnibus Plan provides that the Committee, upon the
occurrence of a Change in Control (as defined in the Amended Omnibus Plan), may,
in its sole discretion, take any of the following actions: (i) accelerate time
periods for purposes of vesting in, or realizing gain from, any outstanding
Award; (ii) cancel any outstanding Award and pay to the holder thereof its
equivalent cash value, as determined by the Committee based upon the highest
price per share of Common Stock received or to be received by other shareholders
of the Corporation in the Change in Control, as of the date of the Change in
Control; or (iii) make other adjustments to outstanding Awards as it deems
appropriate to maintain and protect the rights and interests of Participants
following such Change in Control.


33



Federal Income Tax Consequences

         The following is a brief discussion of the Federal income tax
consequences of transactions under the Amended Omnibus Plan based on the Code,
as in effect as of the date hereof. The Amended Omnibus Plan is not qualified
under Section 401(a) of the Code. This discussion is not intended to be
exhaustive and does not describe any state or local tax consequences.

         Incentive Options. No taxable income is realized by the optionee upon
the grant or exercise of an Incentive Option. If Common Stock is issued to an
optionee pursuant to the exercise of an Incentive Option, and if no
disqualifying disposition of such shares is made by such optionee within two
years after the date of grant or within one year after the transfer of such
shares to such optionee, then (1) upon sale of such shares, any amount realized
in excess of the exercise price will be taxed to such optionee as a long-term
capital gain and any loss sustained will be a long-term capital loss, and (2) no
deduction will be allowed to the optionee's employer for Federal income tax
purposes.

         If the Common Stock acquired upon the exercise of an Incentive Option
is disposed of prior to the expiration of either holding period described above,
generally (1) the optionee will realize ordinary income in the year of
disposition in an amount equal to the excess (if any) of the fair market value
of such shares at exercise (or, if less, the amount realized on the disposition
of such shares) over the exercise price paid for such shares, and (2) the
optionee's employer will be entitled to deduct such amount for Federal income
tax purposes if the amount represents an ordinary and necessary business
expense. Any further gain (or loss) realized by the optionee will be taxed as
short-term or long-term capital gain (or loss), as the case may be, and will not
result in any deduction by the employer.

         Non-Qualified Options. Except as noted below, with respect to
Non-Qualified Options, (1) no income is realized by the optionee at the time the
Option is granted; (2) generally, at exercise, ordinary income is realized by
the optionee in an amount equal to the difference between the exercise price
paid for the shares and the fair market value of the shares, if unrestricted, on
the date of exercise, and the optionee's employer is generally entitled to a tax
deduction in the same amount subject to applicable tax withholding requirements;
and (3) at sale, appreciation (or depreciation) after the date as of which
amounts are includable in income is treated as either short-term or long-term
capital gain (or loss) depending on how long the shares have been held.

New Plan Benefits

         Inasmuch as Awards to all Participants under the Amended Omnibus Plan
will be granted at the sole discretion of the Committee, such benefits under the
Amended Omnibus Plan are not presently determinable.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDED OMNIBUS
PLAN.


34




                            EXECUTIVE COMPENSATION


         The following tables show annual and long-term compensation received
from the Corporation and Lockheed Martin for services in all capacities to the
Corporation (and prior to its incorporation, to Martin Marietta Corporation), of
the Chief Executive Officer and the next four most highly compensated executive
officers for the years ended December 31, 1995, 1994 and 1993. Other than
compensation paid by the Corporation or Lockheed Martin as set forth below, no
annual or long-term compensation of any kind was paid to the Chief Executive
Officer or other named executive officers of the Corporation in each of the
years in the three-year period ended December 31, 1995. The information set
forth in the table captioned "Option Grants in Last Fiscal Year" relates to
stock options with respect to the Common Stock of the Corporation. The
information set forth in the table captioned "Aggregated Option/SAR Exercises in
Last Fiscal Year and Fiscal Year-End Option/SAR Values" relates to stock options
and stock appreciation rights ("SARs") under plans sponsored by the Corporation
or by Lockheed Martin. Each stock option and SAR outstanding under Martin
Marietta Corporation stock option plans at the time of the business combination
between Martin Marietta Corporation and Lockheed Corporation (effective as of
March 1995), was fully vested (pursuant to the change-in-control provisions in
the plans) and converted into an option and SAR with respect to the common stock
of Lockheed Martin (pursuant to an agreement entered into in connection with the
combination). Accordingly, securities granted under these plans are options
exercisable for the common stock of Lockheed Martin.



35




                          Summary Compensation Table



                                               Annual
                                            Compensation                Long-Term Compensation
                                        ------------------  ------------------------------------------------
                                                                          Awards                  Payouts
                                                             ----------------------------------   -------
                                                                                 Number of
                                                                                 Securities
                                                                Restricted       Underlying         LTIP          All Other
Name and Principal Position     Year     Salary    Bonus(1) Stock Awards(2)(3)  Options/SARs(4)   Payouts(5)    Compensation(6)
- ---------------------------     ----     ------    -------- ------------------  ---------------   ----------    ---------------
                                                                                        

Stephen P. Zelnak, Jr.          1995    $333,334   $122,500     $153,132          43,000          $166,600        $915,806
  President and Chief           1994     286,667    210,000      --               30,000            29,840           5,250
  Executive Officer             1993     253,333    135,000      288,000(7)       14,000            19,880           5,170




Philip J. Sipling               1995     176,667     80,000      25,011           12,000            41,650         136,920
  Senior Vice President         1994     160,834     75,600      --                9,000            16,785           5,250
                                1993     143,333     55,000      --                3,600                             3,158
                                                                                          --



Robert R. Winchester            1995     176,667     89,190      12,390           12,000            73,420         129,605
  Senior Vice President         1994     160,834     73,700      --                9,000            16,785           5,250
                                1993     147,500     66,900      --                3,400                             3,556
                                                                                          --



Janice K. Henry                 1995     167,667     61,760      19,320            9,000            58,310         151,550
  Vice President,               1994     156,840     77,000      --                7,000                             5,225
  Chief Financial Officer       1993     146,719     70,000      --                4,000  --                         3,231
  and Treasurer(8)
                                                                                          --



Bruce A. Deerson                 1995    152,333     40,000      37,632            7,000            24,990          78,400
  Vice President, Secretary      1994    143,917     62,700      --                6,000                             5,037
  and General Counsel            1993    127,193     59,000      --                2,000  --                         2,793

                                                                                          --

- -----------------

(1) Bonuses for 1993 were paid pursuant to either the Martin Marietta
    Corporation Executive Incentive Plan -- Corporate or the Martin Marietta
    Corporation Executive Incentive Plan -- Martin Marietta Materials, Inc.
    Bonuses for 1995 and 1994 were paid pursuant to the Martin Marietta
    Materials, Inc. Executive Incentive Plan.  A portion of the cash bonus in
    1995 paid to the named executive officers and certain other key employees
    of the Corporation was deferred pursuant to the Martin Marietta Materials,
    Inc. Incentive Stock Plan.  The amounts deferred for each of the named
    executive officers are as follows:  Mr. Zelnak, $122,500; Mr. Sipling,
    $17,500; Mr. Winchester, $9,910; Ms. Henry, $15,440; and Mr. Deerson,
    $30,100.  The amounts reported under "Bonus" do not include such deferred
    portions which are reported under "Restricted Stock Awards."

(2) The amounts reported under "Restricted Stock Awards" for 1995 represent the
    value of units that correspond to Common Stock credited to participants
    under the Martin Marietta Materials, Inc. Incentive Stock Plan (the "Plan").
    Pursuant to the Plan, each participant at his or her election is permitted
    to use up to 50% of the annual incentive bonus earned by the participant to
    be credited towards units ("Units") that will subsequently be converted into
    Common Stock of the Corporation pursuant to the terms of the Plan at a 20%
    discount from the fair market value of the Common Stock (the closing price
    of the Common Stock as reported in the Wall Street Journal) on the date the
    amount of the bonus is determined. Each of the executive officers named is
    required to use a minimum of 10% of the annual incentive bonus towards the
    crediting of Units under the Plan, except for Mr. Zelnak, who is required to
    use a minimum of 25% towards the crediting of such Units. Any election to
    purchase Units under the Plan (in addition to the mandatory purchases) must
    be made at least six months prior to the date the amount of the annual
    incentive bonus is determined. The Units credited under the Plan generally
    vest at the end of the fiscal year in the year that is immediately preceding
    three years from the date of grant, at which time shares of Common Stock are
    issued to the participant. Dividend equivalents are paid on the Units at the
    same rate as dividends are paid to all shareholders. The amounts reported
    under "Restricted Stock Awards" represent the market value on the date of
    grant of the Units credited to each named executive officer. The number of
    Units credited to each of the named executives is as follows: Mr. Zelnak,
    7,292; Mr. Sipling, 1,191; Mr. Winchester, 590; Ms. Henry, 920; and Mr.
    Deerson, 1,792.
(3) Restricted stock was granted in 1991 and 1993 pursuant to the Martin
    Marietta Corporation Restricted Stock Award Plan. Upon consummation of the
    Martin Marietta Corporation and Lockheed Corporation business combination,
    the plan was terminated as an active plan and, while existing awards remain
    in effect, no further

36


    awards will be made. At December 31, 1995, Mr. Zelnak held a total of 3,250
    restricted shares of Lockheed Martin common stock having a then current
    value of $256,750. Mr. Zelnak will continue to be entitled to his stock if
    he remains with the Corporation during the operative period of the plan
    restrictions. Each restricted share of Martin Marietta Corporation common
    stock was converted into a restricted share of Lockheed Martin common stock
    in connection with the Martin Marietta Corporation and Lockheed Corporation
    business combination. The 1991 awards will continue to vest in accordance
    with the terms of the plan; the 1993 awards became fully vested upon
    consummation of the business combination. Mr. Zelnak held 8,000 restricted
    shares that were awarded in 1993 for which vesting was accelerated upon
    consummation of the business combination. Dividends are paid on restricted
    stock at the same rate as paid to all stockholders of Lockheed Martin. There
    were no restricted stock awards granted in 1995 pursuant to the Martin
    Marietta Corporation Restricted Stock Award Plan.
(4) Options granted in 1995 and 1994 are for Common Stock of the Corporation.
(5) Amounts reported under this column represent payouts of awards under the
    Amended and Restated Martin Marietta Corporation Long Term Performance
    Incentive Compensation Plan. Upon consummation of the business combination
    of Martin Marietta Corporation and Lockheed Corporation, the plan was
    terminated as an active plan and no further awards will be made.
(6) Amounts reported under "All Other Compensation" represent matching
    contributions to the Lockheed Martin Performance Sharing Plan and, for Mr.
    Zelnak, amounts paid under the Martin Marietta Corporation Deferred
    Compensation and Estate Supplement Plan. Amounts reported in 1995 also
    represent awards granted in 1993 under the Amended and Restated Martin
    Marietta Corporation Long Term Performance Incentive Compensation Plan,
    payment of which was accelerated upon the business combination of Martin
    Marietta Corporation and Lockheed Corporation. Accelerated payments were in
    the amounts that follow: Mr. Zelnak, $512,050; Mr. Sipling, $131,670; Mr.
    Winchester, $124,355; Ms. Henry, $146,300; and Mr. Deerson, $73,150.
(7) Mr. Zelnak borrowed $55,452.11 from Martin Marietta Corporation in 1994 to
    satisfy personal income tax obligations associated with the vesting of
    restricted stock previously granted by Martin Marietta Corporation. The loan
    and its terms were approved by disinterested members of Martin Marietta
    Corporation's Board of Directors. No interest was paid on the loan, which
    was repaid in full in September 1994.
(8) Compensation reported in the table for Ms. Henry in 1993 and part of 1994
    was paid by Martin Marietta Corporation in connection with her employment in
    another business segment of Martin Marietta Corporation.


37




Option Grants in Last Fiscal Year

         Shown below is information on grants of options for the Corporation's
Common Stock awarded pursuant to the Omnibus Plan to the named executives in
the fiscal year ended December 31, 1995.



                                             Individual Grants (1)
                                 -------------------------------------------------

                                                    % of
                                                    Total                               Potential Realizable Value at
                                    No. of         Options                                Assumed Annual Rate of
                                   Securities      Granted                                Stock Price Appreciation
                                   Underlying        to      Exercise or                   for Option Term(2)
                                    Options       Employees  Base Price  Expiration      -------------------------
Name                                Granted        In 1995   Per Share     Date             5%             10%
- ----                             -------------    --------   ---------  ----------       ---------     -----------

                                                                                  

Stephen P. Zelnak, Jr............   43,000         19.4%      $20.00      8/3/05          $540,846      $1,370,616
Philip J. Sipling................   12,000          5.4%       20.00      8/3/05           150,933         382,497
Robert R. Winchester.............   12,000          5.4%       20.00      8/3/05           150,933         382,497
Janice K. Henry..................    9,000          4.1%       20.00      8/3/05           113,200         286,873
Bruce A. Deerson.................    7,000          3.2%       20.00      8/3/05            88,044         223,123

- -----------------

(1) Awards are granted at the discretion of a disinterested committee (the
    "Committee") of the Board of Directors of the Corporation upon the
    recommendation of management of the Corporation, except for Mr. Zelnak for
    whom the Committee formulates its own decision, and may be awarded based on
    past performance or as incentive for future efforts. A maximum of 2,000,000
    shares of the Corporation's stock is authorized for grants to key employees.
    Each award under the Omnibus Plan is evidenced by an award agreement setting
    forth the number and type of stock-based incentives subject to the award and
    such other terms and conditions applicable to the award as determined by the
    Committee. Under the award agreement, options vest and become exercisable in
    three approximately equal increments on the first, second and third
    anniversary dates of the grant and expire 10 years from the date of grant.
    No individual may receive cumulative grants for more than 10 percent of the
    shares available under the Omnibus Plan. Options awarded in 1995 expire
    ninety days following termination of employment, except in instances
    following death, disability or retirement. In the event of death, all
    outstanding options vest immediately and will expire one year following the
    date of death. In instances of disability or normal retirement, the award
    agreement states that the terms of all outstanding options will be
    unaffected by such retirement or disability. In the event of early
    retirement, options that are not vested will terminate on the second
    business day after such retirement and options that are vested will
    terminate 90 days thereafter unless the Committee determines that all
    outstanding options will be unaffected by such retirement. The exercise
    price of the shares of Common Stock subject to options is set by the
    Committee and must be at least 100% of the fair market value of the shares
    on the date the option is granted. The award agreement provides that shares
    to be issued upon exercise of options may be purchased by the Company in the
    open market.
(2) The dollar amounts set forth in these columns are the result of calculations
    at the 5 percent and 10 percent rates set by the Securities and Exchange
    Commission, and therefore are not intended to forecast possible future
    appreciation, if any, of the price of the Common Stock.



38


Aggregated Options/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Options/SAR Values

         Shown below is information relating to the exercise of options for the
purchase of Lockheed Martin common stock and stock appreciation rights ("SARs")
during the last completed fiscal year and the fiscal year-end value of
unexercised options for Lockheed Martin common stock and SARs for the named
executives, for which the related expenses are paid by Lockheed Martin. Also
shown is information relating to options for the Corporation's Common Stock
under the Omnibus Plan granted in August 1995, which generally will not become
exercisable until August 1996 when one-third of the total award granted in 1995
vests. No options for the Corporation's Common Stock have been exercised.



                                                                                                      Value of
                                                          Number of Securities Underlying     Unexercised In-The-Money
                                                            Unexercised Options/SARs at           Options/SARs at
                             No. of                             Fiscal Year-End(2)               Fiscal Year-End(2)(3)
                             Shares                       ------------------------------    ------------------------------
                            Acquired          Value       Exercisable   Unexercisable(4)    Exercisable   Unexercisable(4)
Name                      on Exercise(1)    Realized(1)   -----------   ----------------    -----------   ----------------
- ----                      --------------   ------------
                                                                                      
Stephen P. Zelnak, Jr.        20,800        $ 460,850        --            43,000              --           $ 26,875

Philip J. Sipling               --                --        18,600         12,000          $   879,270         7,500

Robert R. Winchester            --                --        18,400         12,000              852,787         7,500

Janice K. Henry                 --                --        39,000          9,000            1,906,032         5,625

Bruce A. Deerson                --                --         3,000          7,000              130,500         4,375


- --------------
(1) Includes shares acquired and value realized from exercise of options of the
    common stock and SARs of Lockheed Martin. No options have been exercised for
    the Corporation's Common Stock.
(2) Options granted by the Corporation in 1995 as shown in "Option Grants in
    Last Fiscal Year", all of which were unexercisable at year-end, are included
    in this table. Options granted by the Corporation in 1994, one-third of
    which vested in 1995, were not in-the-money at year-end 1995 and are not
    included in this table.
(3) The value presented represents the difference between the closing price of
    the stock at year-end and the exercise price of the options and SARs.
(4) The amounts reported represent options granted by the Corporation in 1995,
    none of which is exercisable.



Long-Term Incentive and Deferred Compensation Plans
- -- Awards in Last Fiscal Year

         The Martin Marietta Corporation Post-Retirement Death Benefit Plan was
a death benefit program covering 20 officers and key employees of Martin
Marietta Corporation, only one of whom is an executive officer of the
Corporation, who held specific positions approved for participation by the board
of directors of Martin Marietta Corporation. The plan provided death benefit
coverage commencing immediately upon retirement in amounts ranging from 15
percent (upon retirement at age 55) to 150 percent (upon retirement at or after
age 64) of final annualized salary, depending upon the age of the participant at
retirement. Benefits were grossed up for income tax purposes. This plan has been
discontinued as a result of the business combination of Martin Marietta
Corporation and Lockheed Corporation. In lieu thereof, a death benefit will be
paid calculated based on the applicable percentage (determined by age at
retirement) and annualized salary at the time of consummation of the business
combination of Martin Marietta Corporation and Lockheed Corporation. If Mr.
Zelnak, the only executive officer of the

39

   
Corporation who participated in the plan, could retire on March 15, 1995 (the
effective date of the business combination) and the applicable percentage was
assumed to be 100% for each participant (which is assumed solely for purposes of
this calculation), the death benefits payable to Mr. Zelnak's estate would be
approximately $300,000.  This benefit will no longer be payable following
consummation of the Split-Off Transaction.
    
         Performance Sharing Plan

         The Martin Marietta Corporation Performance Sharing Plan (the
"Performance Plan"), which is currently sponsored by Lockheed Martin, permits
eligible employees to make regular savings contributions on a pre-tax or
after-tax basis through systematic payroll deductions. For the year ended
December 31, 1995, participants could contribute up to 17 percent of their
current base salary subject to the limitations imposed by the Code, and direct
the investment of such contributions into an Indexed Equity Fund, a Fixed Income
Fund, a fund which consisted of Martin Marietta Corporation common stock and is
now comprised of Lockheed Martin common stock, an Intermediate-Term Investment
Grade Bond Fund and a Long-Term Investment Grade Bond Fund. Effective April 1,
1995, five publicly traded mutual funds were also available to all participants
as investment options. In addition, Lockheed Martin makes monthly matching
contributions to the participant's account equal to 50 percent of up to the
first 7 percent of the compensation contributed by the participant, which
expense is passed through to the Corporation. Plan contributions are 100 percent
vested.

         Full distributions under the Performance Sharing Plan are generally
made upon the termination, layoff, retirement, disability or death of the
participant. Distributions of account balances invested in Lockheed Martin
common stock are automatically distributed in kind unless a recipient requests
otherwise. Each share of common stock of Martin Marietta Corporation held by the
Performance Sharing Plan was converted into a share of common stock of Lockheed
Martin upon consummation of the Martin Marietta Corporation and Lockheed
Corporation business combination.



40


         Pension Plans

         The named executives participate in the Martin Marietta Corporation
Pension Plan for Salaried Employees (the "Pension Plan"), which covers all of
the Corporation's executive officers and substantially all of the salaried
employees of the Corporation on a non-contributing basis. Set forth below is a
pension plan table which shows the estimated annual benefits payable upon
retirement for specified earnings and years of service under the Pension Plan.




                                                           Years of Service
                                          -----------------------------------------------------------------
Final Average Earnings                    15(a)           20(b)         25(b)         30(b)           40(b)
- ----------------------

                                                                                
$100,000............................   $   21,117     $   41,578    $   46,775    $   51,972     $   57,585
$150,000(c).........................       32,367         63,578        71,525        79,472         87,835
$200,000(c).........................       43,617         85,578        96,275       106,972        118,085
$300,000(c).........................       66,117        129,578       145,775       161,972        178,585
$400,000(c).........................       88,617        173,578       195,275       216,972        239,085
$500,000(c).........................      111,117        217,578       244,775       271,972        299,585


- --------------
(a)   Calculated under the Post-ERISA Formula.
(b)   Calculated under the Pre-ERISA Formula.
(c)   The benefits payable under the Pension Plan may be limited by Sections
      401(a)(17) and 415(d) of the Code. The maximum earnings amount which may
      be considered to compute a benefit in accordance with Section 401(a)(17)
      of the Code is $150,000. The maximum annual amount payable under the Plan
      as of December 31, 1995 in accordance with Section 415(b) of the Code is
      $120,000.


         Compensation covered by the Pension Plan generally includes, but is not
limited to, base salary, executive incentive compensation awards including the
deferred portion thereof, lump sum payments in lieu of a salary increase, and
overtime. The normal retirement age under the Pension Plan is 65, but unreduced
early retirement benefits are available at age 62 and reduced benefits are
available as early as age 55. The calculation of benefits under the Pension Plan
is generally based on an annual accrual rate, average compensation for the
highest consecutive five years of the ten years preceding retirement and the
participant's number of years of credited service. Maximum benefits payable
under the Pension Plan are subject to current Code limitations. The amounts
listed in the foregoing table are not subject to any deduction for Social
Security benefits or other offset amounts.

         Employees who participated prior to October 1, 1975 in a pension plan
covering employees of Martin Marietta Corporation's aerospace businesses are
eligible for an alternative pension formula (the "Pre-ERISA Formula").
Commencing in 1991, if a highly compensated employee eligible for the Pre-ERISA
Formula would receive a higher benefit under the Pre-ERISA Formula than under
the formula applicable to other employees (the "Post-ERISA Formula"), the
portion of the difference earned in 1991 and thereafter will be paid out of
general corporate assets. One executive officer of the Corporation is eligible
for the Pre-ERISA Formula.

         As of December 31, 1995, the estimated total annual benefits
payable upon retirement at age 65 for the individuals named in the
compensation table, based on continued employment at current
compensation, are as follows:  Mr. Zelnak, $229,481; Mr. Sipling, $99,808;
Mr.

41

Winchester, $112,871; Ms. Henry, $148,209; and Mr. Deerson, $109,726.  These
amounts include benefits payable under Lockheed Martin's Supplemental Excess
Retirement Plan.  The years of credited service upon assumed retirement at age
65 for Mr. Zelnak, Mr.  Sipling, Mr.  Winchester, Ms. Henry, and Mr. Deerson
are 28.75 years, 27.67 years, 31.08 years, 41.67 years, and 36.75 years,
respectively.


         Sections 401(a) (17) and 415(d) of the Code limit the annual benefits
payable under the Pension Plan. As permitted by ERISA, Lockheed Martin maintains
the Supplemental Excess Retirement Plan, which provides for the payment of
benefits in excess of those limits and payment of amounts equalizing the
differences in the accrual method for those certain employees who were not
participants in the Pension Plan prior to October 1, 1975.

Employment Protection Agreements

         The Board has approved, and the Company intends to enter into,
Employment Protection Agreements (the "Agreement") with each of the named
executive officers.

         The purpose of these Agreements is to provide the Company's key
executives with payments and benefits upon certain types of terminations within
two years and 30 days following a "Change of Control." For purposes of the
Agreements, a Change of Control is generally defined as (i) the acquisition by
any person, or related group of persons, of 40% or more of either the
outstanding common stock of the Company or the combined voting power of the
Company's outstanding securities, (ii) a merger of the Company following which
the Company's shareholders before the merger fail to own more than 50% of the
resulting entity, (iii) a change in the majority membership of the Board, (iv) a
liquidation or dissolution of the Company or (v) a sale of all or substantially
all of the Company's assets.

         The Agreements provide that if, within the two year period following a
Change of Control, an executive is terminated without "Cause" (as defined in the
Agreements) or terminates his employment with "Good Reason" (as defined in the
Agreement), or if the executive voluntarily terminates his employment for any
reason during the thirty-day period following the second anniversary of the
Change of Control, the Company is obligated to pay the executive, in a lump sum,
an amount equal to twice the sum of the executive's "Base Salary" and "Annual
Bonus". For purposes of the Agreements, Base Salary means the highest annual
rate of base salary that the executive received within the twelve-month period
ending on the date of the Change of Control and Annual Bonus means the
executive's highest annual bonus paid during the period beginning five years
prior to the Change of Control and ending on the date of the executive's
termination of employment. In addition, for two years following termination of
employment, the Company must provide the executive with welfare benefits that
are generally as favorable as those the executive enjoyed prior to the Change of
Control. Furthermore, the Agreements provide for "gross-up" payments to
compensate the executives for any golden parachute excise taxes imposed by the
IRS on account of the severance amounts.



42


         The term of the Agreements is three years following its effective date.
On each anniversary date of the effective date, the Agreements are renewed for
one additional year, unless either party gives notice of its intent to cancel
the automatic extension.

Compensation Committee Interlocks And
  Insider Participation In Compensation Decisions

        There are no executive officer-director interlocks where an executive of
the Corporation serves on the compensation committee of another corporation that
has an executive officer serving on the Corporation's Board of Directors.


         Messrs.  Bennett,  Leonard  and Sansom  served on the  Corporation's
Compensation  Committee  and Messrs.  Leonard,  Reed and Sansom served on the
Corporation's  Equity-Related  Awards Committee during 1995. Mr. Bennett is
Senior Vice President,  Chief Financial  Officer and a Director of Lockheed
Martin which owns  approximately 81% of the  Corporation's  Common Stock.  Mr.
Leonard was Vice President,  Human Resources of Martin Marietta  Corporation
until his  retirement in March 1995.  None of such persons was an officer or
employee of the  Corporation or any of its subsidiaries.



43




                        METHOD OF PROXY SOLICITATION

         The entire cost of preparing, assembling, printing and mailing the
Notice of Special Meeting of Shareholders, this Proxy Statement and proxies and
the cost of soliciting proxies relating to the Meeting, if any, has been or will
be paid by the Corporation. In addition to use of the mails, proxies may be
solicited by officers, directors and other regular employees of the Corporation
by telephone, facsimile or personal solicitation, and no additional compensation
will be paid to such individuals. The Corporation will, if requested, reimburse
banks, brokerage houses and other custodians, nominees and certain fiduciaries
for their reasonable expenses incurred in mailing proxy materials to their
principals.


               SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING

         Proposals by shareholders intended to be presented at the 1997 Annual
Meeting of Shareholders of the Corporation must be received by the Secretary of
the Corporation no later than November 23, 1996 in order to be included in the
Proxy Statement and on the proxy card that will be solicited by the Board of
Directors in connection with that meeting. The inclusion of any proposal will be
subject to applicable rules of the Securities and Exchange Commission. In
addition, the Bylaws of the Corporation establish an advance notice requirement
for any proposal of business to be considered at an annual meeting of
shareholders. In general, written notice must be received by the Secretary of
the Corporation at its principal executive office, 2710 Wycliff Road, Raleigh,
North Carolina 27607, not less than 60 days nor more than 90 days prior to the
first anniversary of the preceding year's annual meeting and must contain
specified information concerning the matter to be brought before such meeting
and concerning the shareholder proposing such a matter. Any waiver by the
Corporation of these requirements with respect to the submission of a particular
shareholder proposal shall not constitute a waiver with respect to the
submission of any other shareholder proposal nor shall it obligate the
Corporation to waive these requirements with respect to future submissions of
the shareholder proposal or any other shareholder proposal. Any shareholder
desiring a copy of the Articles of Incorporation or Bylaws of the Corporation or
any of the Incentive Plans will be furnished one without charge upon written
request to the Secretary of the Corporation at its principal executive office,
2710 Wycliff Road, Raleigh, North Carolina 27607 or by telephoning the Secretary
of the Corporation at (919) 781-4550.

                                        MARTIN MARIETTA MATERIALS, INC.

   
August 28, 1996
    

1




                      MARTIN MARIETTA MATERIALS, INC.
PROXY                                                          PROXY
   
              Proxy solicited by the Board of Directors for the
                 Special Meeting to be held September 27, 1996

         The undersigned hereby appoints Stephen P. Zelnak, Jr. and Janice K.
Henry, and each or either of them, proxies, with full power of substitution,
with the powers the undersigned would possess if personally present, to vote, as
designated below, all shares of the Common Stock of the undersigned in Martin
Marietta Materials, Inc. at the Special Meeting of Shareholders to be held on
September 27, 1996, and at any adjournment or postponement thereof.
    
         This proxy when properly executed will be voted as specified herein
and, unless otherwise directed, will be voted FOR each of Proposals 1 through
12. The Board of Directors recommends voting FOR each proposal.

1.  Proposal 1 -- Approval of Amendment to the Articles of Incorporation to
                  Change the Size of the Board of Directors

      FOR  [ ]                     AGAINST  [ ]                  ABSTAIN  [ ]

2.  Proposal 2 -- Approval of Amendment to the Articles of Incorporation to
                  Provide for a Classified Board

      FOR  [ ]                     AGAINST  [ ]                  ABSTAIN  [ ]

3.  Proposal 3 -- Approval of Amendment to the Articles of Incorporation to
                  Provide for the Removal of Directors Only For Cause and to
                  Define "Cause"

      FOR  [ ]                     AGAINST  [ ]                  ABSTAIN  [ ]

4.  Proposal 4 -- Approval of Amendment to the Articles of Incorporation
                  Regarding the Calling of a Special Meeting of Shareholders

      FOR  [ ]                     AGAINST  [ ]                  ABSTAIN  [ ]

5.  Proposal 5 -- Approval of Amendment to the Articles of Incorporation
                  Regarding the Filling of Vacancies on the Board of Directors

      FOR  [ ]                     AGAINST  [ ]                  ABSTAIN  [ ]

6.  Proposal 6 -- Approval of Amendment to the Articles of Incorporation
                  Regarding Certain Stock Repurchases by the Corporation from
                  Interested Shareholders

      FOR  [ ]                     AGAINST  [ ]                  ABSTAIN  [ ]

7.  Proposal 7 --Approval of Amendment to the Articles of Incorporation
                 Regarding Approval of Certain Business Combinations between
                 the Corporation and Interested Shareholders and the Required
                 Vote to Amend Such Article

      FOR  [ ]                     AGAINST  [ ]                  ABSTAIN  [ ]


                 (Continued and to be signed on the reverse)


2




                                            (Continued from other side)

8.  Proposal 8 --Approval of Amendment to the Articles of Incorporation
                 Deleting Provisions Defining The Standard of Conduct for
                 Officers, Directors and Employees of the Corporation With
                 Respect to Matters Involving the Corporation and Martin
                 Marietta Corporation

      FOR  [ ]                     AGAINST  [ ]                  ABSTAIN  [ ]

9.  Proposal 9 --Approval of Amendment to the Articles of Incorporation Making
                 Certain Technical Amendments Required in Connection with the
                 Restatement of the Articles of Incorporation

      FOR  [ ]                     AGAINST  [ ]                  ABSTAIN  [ ]

10.  Proposal 10 -- Approval of the Corporation's Shareholder Value Achievement
                 Plan

      FOR  [ ]                     AGAINST  [ ]                  ABSTAIN  [ ]

11.  Proposal 11 -- Approval of the Corporation's Common Stock Purchase Plan
                 for Directors

      FOR  [ ]                     AGAINST  [ ]                  ABSTAIN  [ ]

12.  Proposal 12 -- Approval of the Corporation's Amended Omnibus Securities
                 Award Plan

      FOR  [ ]                     AGAINST  [ ]                  ABSTAIN  [ ]

         Receipt of Notice of Special Meeting of Shareholders and accompanying
Proxy Statement is hereby acknowledged.

         Please date and sign exactly as printed below and return promptly in
the enclosed postage paid envelope.


                                          Dated:_____________________, 1996


                                          --------------------------------
                                                 Signature and Title


                                          --------------------------------
                                                 Signature if held jointly

                                          (When signing as attorney, executor,
                                          administrator, trustee, guardian,
                                          etc., give title as such.  If joint
                                          account, each joint owner should
                                          sign.  If a corporation or a
                                          partnership, sign full corporate name
                                          or partnership name, as the case may
                                          be, by an authorized person.)



1





                                                                   Appendix I

                        BENEFICIAL OWNERSHIP OF SHARES

         The following table shows as of August 10, 1996 the number of shares of
Common Stock beneficially owned by (i) all persons known to the Corporation to
be the beneficial owners of more than 5% of such stock as of August 10, 1996,
(ii) the directors of the Corporation, (iii) the Chief Executive Officer of the
Corporation, (iv) the four most highly compensated executive officers of the
Corporation and (v) all directors and executive officers of the Corporation as a
group.



Name of                           Amount of Common Stock
Beneficial Owner                  Beneficially Owned(1)(2)    Percent of Class
- ----------------                  ------------------------    ----------------

Lockheed Martin Corporation            33,278,850                 72.2%
6801 Rockledge Drive
Bethesda, Maryland  20817

Martin Marietta Investments Inc.        4,071,150                  8.8%
3510 Silverside Road
Wilmington, Delaware 19810
   
Richard G. Adamson                          1,400                     *
Marcus C. Bennett                           4,000                     *
Bruce A. Deerson                            7,683                     *
Janice K. Henry                             9,816                     *
Bobby F. Leonard                            4,750                     *
Frank H. Menaker, Jr.                       1,050                     *
James M. Reed                               2,000                     *
William B. Sansom                             400                     *
Philip J. Sipling                          13,000                     *
Robert R. Winchester                       14,150                     *
Stephen P. Zelnak, Jr.                     44,333                     *


All executive officers and directors      110,065                     *
as a group (12 individuals including
those named above)
    
- ---------------

   * Less than 1% of the shares of Common Stock outstanding.
(1)  As to the shares reported, (i) beneficial ownership is direct, and (ii)
     the person indicated has sole voting and investment power.
(2)  The number of shares  owned for each of Messrs.  Deerson,  Sipling,
     Winchester,  Zelnak and Ms. Henry and all executive  officers and
     directors as a group  assumes  that options held by each of them
     covering  shares of Common Stock in the amounts  indicated,  which are
     currently exercisable  within 60 days of August 10, 1996, have been
     exercised:  Mr.  Deerson, 6,333; Ms. Henry, 7,666; Mr. Sipling,  10,000;
     Mr. Winchester, 10,000; Mr.  Zelnak, 34,333; and all executive officers
     and directors as a group, 74,665.


1


                                                         Appendix II


     [Additional text is underscored; deleted text is marked by "^"]
     [IN EDGAR VERSION, ADDITIONAL TEXT IS IN BRACKETS; DELETED TEXT
                       IS MARKED BY SYMBOL "//"]


                                 [RESTATED]
                          ARTICLES OF INCORPORATION
                                     OF
                       MARTIN MARIETTA MATERIALS, INC.
         //
         1.       The name of the corporation is Martin Marietta Materials,
Inc. (hereinafter the "Corporation").

         2. The number of shares the Corporation is authorized to issue is One
Hundred Ten Million (110,000,000), divided into One Hundred Million
(100,000,000) Common Shares and Ten Million (10,000,000) Preferred Shares,
each with a par value of one cent ($.01) per share. The preferences,
limitations and relative rights of each class and series of shares are as
follows:

         (a)      Common Shares

                  The common shares shall be entitled to one vote per share
                  and to all other rights of shareholders subject only to any
                  rights granted to Preferred Shares under subparagraph (b) of
                  this Article 2.

         (b)      Preferred Shares

                  The Preferred Shares may be issued in one or more series
                  with such designations, preferences, limitations, and
                  relative rights as the board of directors may determine from
                  time to time in accordance with applicable law.

         3. The address of the // registered office of the Corporation in the
State of North Carolina is 225 Hillsborough Street, Raleigh, Wake County,
North Carolina 27603; and the name of its // registered agent at such address
is CT Corporation System.

         4. The name and address of the incorporator are Russell M.  Robinson,
II, 1900 Independence  Center, Charlotte, Mecklenburg County, North Carolina
28246.

         5. [(a) The number of directors of the Corporation shall be not less
than nine (9) nor more than eleven (11). By vote of a majority of the Board of
Directors or shareholders of the Corporation, the number of directors of the
Corporation may be increased or decreased, from time to time, within the range
above specified; provided, however, that the tenure of office of a director
shall not be affected by any decrease in the number of directors so made by
the Board or the shareholders.



2


                            (b)(i) The directors shall be divided into three
                           classes, designated Class I, Class II and Class
                           III.  Each class shall consist, as nearly as may be
                           possible, of one-third of the total number of
                           directors constituting the  Board of Directors.
                           Prior to the 1997 annual meeting of shareholders,
                           the Board of Directors shall determine which
                           directors shall be designated as Class I, Class II
                           and Class III directors. The term of the initial
                           Class I directors shall terminate on the date of
                           the 1997 annual meeting of shareholders; the term
                           of the initial Class II directors shall terminate
                           on the date of the 1998 annual meeting of
                           shareholders; and the term of the initial Class III
                           directors shall terminate on the date of the 1999
                           annual meeting of shareholders. At each annual
                           meeting of shareholders beginning in 1997,
                           successors to the class of directors whose term
                           expires at that annual meeting shall be elected for
                           a three-year term. Those persons who receive the
                           highest number of votes at a meeting at which a
                           quorum is present shall be deemed to have been
                           elected.

                  (ii)     If the number of directors is changed, any increase
                           or decrease shall be apportioned among the classes so
                           as to maintain the number of directors in each class
                           as nearly equal as possible, but in no case will a
                           decrease in the number of directors shorten the term
                           of any incumbent director. A director shall hold
                           office until the annual meeting for the year in which
                           his or her term expires and until his or her
                           successor shall be elected and shall qualify,
                           subject, however, to prior death, resignation,
                           retirement, disqualification or removal from office.

                 (iii)     Notwithstanding  the  foregoing,  whenever  the
                           holders of any one or more  classes or series of
                           Preferred  Shares  issued by the  Corporation
                           shall have the right,  voting separately by class
                           or series,  to elect  directors at an annual or
                           special  meeting of shareholders,  the election,
                           term of office, filling of vacancies and other
                           features of such  directorships  shall be  governed
                           by the  terms of these  Restated  Articles  of
                           Incorporation  or the  resolution  or  resolutions
                           adopted  by the Board of  Directors pursuant  to
                           Article  2(b) of these  Restated  Articles  of
                           Incorporation  applicable thereto,  and such
                           directors so elected shall not be divided into
                           classes  pursuant to this Article 5(b) unless
                           expressly provided by the terms of such Preferred
                           Shares.

         (c) Vacancies in the Board of Directors, except for vacancies resulting
from an increase in the number of directors, shall be filled only by a majority
vote of the remaining directors then in office, though less than a quorum,
except that vacancies resulting from removal from office by a vote of the
shareholders may be filled by the shareholders at the same meeting at which such
removal occurs. Vacancies resulting from an increase in the number of directors
shall be filled only by a majority vote of the Board of Directors. Any director
elected to fill a vacancy shall hold office until the next shareholders' meeting
at which directors are elected. No decrease in the number of directors
constituting the Board of Directors shall affect the tenure of any incumbent
director.


3



         (d) Except as otherwise provided herein, any of the directors or the
entire Board of Directors, as the case may be, may be removed at any time, but
only for cause, by a vote of the shareholders and if the number of votes cast to
remove such director(s) or the entire Board of Directors, as the case may be,
exceeds the number of votes cast not to remove such director(s) or the entire
Board of Directors, as the case may be. Cause for removal shall be deemed to
exist only if the director(s) whose removal is proposed has been convicted in a
court of competent jurisdiction of a felony or has been adjudged by a court of
competent jurisdiction to be liable for fraudulent or dishonest conduct, or
gross abuse of authority or discretion, with respect to the Corporation, and
such conviction or adjudication has become final and non-appealable. If a
director is elected by a voting group of shareholders, only the shareholders of
that voting group may participate in the vote to remove such director. A
director may not be removed by the shareholders at a meeting unless the notice
of the meeting states that the purpose, or one of the purposes, of the meeting
is removal of the director. If any directors are so removed, new directors may
be elected at the same meeting.]

         6. To the fullest extent permitted by the North Carolina Business
Corporation Act as it exists or may hereafter be amended, no person who is
serving or who has served as a director of the Corporation shall be personally
liable to the Corporation or any of its shareholders for monetary damages for
breach of duty as a director. No amendment or repeal of this [Article,] nor the
adoption of any provision to these [Restated] Articles of Incorporation
inconsistent with this [Article,] shall eliminate or reduce the protection
granted herein with respect to any matter that occurred prior to such amendment,
repeal or adoption.

         7.       The provision of Article 9 of the North  Carolina  Business
Corporation  Act entitled "The North Carolina Shareholder  Protection  Act"
and of Article 9A entitled "The North  Carolina Control Share  Acquisition
Act" shall not be applicable to the Corporation.

         8//. (a) Any purchase by the Corporation of shares of Voting Stock (as
hereinafter defined) from an Interested Shareholder (as hereinafter defined) who
has beneficially owned such securities for less than two years prior to the date
of such purchase or any agreement in respect thereof, other than pursuant to an
offer to the holders of all of the outstanding shares of the same class as those
so purchased, at a per share price in excess of the Market Price (as hereinafter
defined), at the time of such purchase [or any agreement in respect thereof
(whichever is earlier),] of the shares so purchased, shall require the
affirmative vote of the holders of a majority of the voting power of the Voting
Stock not beneficially owned by the Interested Shareholder, voting together as a
single class.

                   (b)     In addition to any  affirmative  vote  required by
law or [these Restated]  Articles of Incorporation:

                       (i) Any merger or consolidation of the Corporation or any
                           Subsidiary (as hereinafter defined) with (i) any
                           Interested Shareholder or (ii) any other corporation
                           (whether or not itself an Interested Shareholder)
                           which is, or

4


                           after such merger or consolidation would be, an
                           Affiliate (as hereinafter defined) of an
                           Interested Shareholder;

                  (ii)     Any sale, lease, exchange, mortgage, pledge,
                           transfer, or other disposition (in one transaction or
                           a series of transactions) to or with any Interested
                           Shareholder or any Affiliate of any Interested
                           Shareholder of any assets of the Corporation or any
                           Subsidiary having an aggregate Fair Market Value (as
                           hereinafter defined) of $10,000,000 or more;

                 (iii)     The issuance or transfer by the Corporation or any
                           Subsidiary (in one transaction or a series of
                           transactions) of any equity securities (including any
                           securities that are convertible into equity
                           securities) of the Corporation or any Subsidiary
                           having an aggregate Fair Market Value of $10,000,000
                           or more to any Interested Shareholder or any
                          [Affiliate] of any Interested Shareholder in exchange
                           for cash, securities, or other property (or
                           combination thereof);

                  (iv)     The  adoption  of any  plan  or  proposal  for the
                           liquidation  or  dissolution  of the Corporation
                           proposed by or on behalf of an Interested
                           Shareholder  or any Affiliate of any Interested
                           Shareholder; or

                   (v)     Any   reclassification   of  securities
                           (including   any  reverse  stock  split),   or
                           recapitalization  of the Corporation,  or any
                           merger or consolidation of the Corporation with any
                           of its Subsidiaries,  or any other transaction
                           (whether or not with or into or otherwise
                           involving  an  Interested  Shareholder)  which has
                           the  effect,  directly  or indirectly,  of
                           increasing  the  proportionate  share of the
                           outstanding  shares of any class of equity
                           (including any securities that are convertible into
                           equity  securities) securities of the  Corporation
                           or any Subsidiary  which is directly or indirectly
                           owned by any Interested Shareholder or any
                           Affiliate of any Interested Shareholder

shall require the affirmative vote of the holders of [not less than (i)
66-2/3%] of the voting power of the Voting Stock not beneficially owned by any
Interested Shareholder,[voting together as a single class, and (ii) 80% of the
voting power of all Voting Stock,] voting together as a single class; provided,
however, that no such vote shall be required for (A) the purchase by the
Corporation of shares of Voting Stock from an Interested Shareholder unless
such vote is required by Subparagraph (a) of this Article [8, or] (B) any
transaction approved by a majority of the Disinterested Directors (as
hereinafter defined)//.

         (c)      For the purpose of this Article [8]:

                       (i) A "person" shall mean any individual, firm,
                           corporation, partnership, or other entity.



5


                  (ii)     "Voting Stock" shall mean all outstanding shares of
                           capital stock of the Corporation entitled to vote
                           generally in the election of directors and each
                           reference to a proportion of shares of Voting Stock
                           shall refer to such proportion of the votes
                           entitled to be cast by such shares.

                 (iii)     "Interested Shareholder" shall mean any person //
                           who or which:

                            (A)     is  the  beneficial  owner,  directly  or
                                    indirectly,  of 5% or  more  of  the
                                    outstanding Voting Stock;

                            (B)     is an Affiliate of the Corporation and at
                                    any time within the two-year period
                                    immediately prior to the date as of which
                                    a determination is being made was the
                                    beneficial owner, directly or indirectly,
                                    of 5% or more of the outstanding Voting
                                    Stock; or

                            (C)     is an assignee of or has otherwise
                                    succeeded to any shares of Voting Stock
                                    which were at any time within the two-year
                                    period immediately prior to the date as of
                                    which a determination is being made
                                    beneficially owned by any person described
                                    in subparagraphs (c)(iii)(A) or (B) of
                                    this Article [8] if such assignment or
                                    succession shall have occurred in the
                                    course of a transaction or series of
                                    transactions not involving a public
                                    offering within the meaning of the
                                    Securities Act of 1933.

                  (iv)     A person shall be a "beneficial owner" of any
                           Voting Stock:

                            (A)     which  such  person or any of its
                                    Affiliates  or  Associates  (as
                                    hereinafter defined) beneficially owns,
                                    directly or indirectly;

                            (B)     which such person or any of its Affiliates
                                    or Associates has (a) the right to acquire
                                    (whether such right is exercisable
                                    immediately or only after the passage of
                                    time) pursuant to any agreement,
                                    arrangement, or understanding, or upon the
                                    exercise of conversion rights, exchange
                                    rights, warrants or options, or otherwise,
                                    or (b) the right to vote pursuant to any
                                    agreement, arrangement, or understanding;
                                    or

                            (C)     which are beneficially owned, directly or
                                    indirectly, by any other person with which
                                    such person or any of its Affiliates or
                                    Associates has any agreement, arrangement,
                                    or understanding for the purpose of
                                    acquiring, holding, voting, or disposing
                                    of any shares of Voting Stock.

                  (v)      For the  purposes of  determining  whether a
                           person is an  Interested  Shareholder,
                           the number of shares of Voting Stock deemed to be

6


                           outstanding shall include shares deemed owned
                           through application of subparagraph (c)(iv) of this
                           Article [8], but shall not include any other shares
                           of Voting Stock which may be issuable pursuant to
                           any agreement, arrangement, or understanding, or
                           upon exercise of conversion rights, warrants or
                           options, or otherwise.

                  (vi)     "Affiliate" and "Associate" shall have the
                           respective meanings ascribed to such terms in Rule
                           12b-2 of the General Rules and Regulations under
                           the Securities Exchange Act of 1934, as in effect
                           on November 1, 1993.

                 (vii)     "Subsidiary" shall mean any corporation of which a
                           majority of the shares thereof entitled to vote
                           generally in the election of directors is owned,
                           directly or indirectly, by the Corporation.

                (viii)     "Market  Price" shall mean: the last closing sale
                           price  immediately  preceding the time in  question
                           of a share of the stock in  question  on the
                           Composite  Tape for New York Stock Exchange --
                           Listed Stocks,  or if such stock is not quoted on
                           the Composite Tape, on the New York Stock
                           Exchange,  Inc., or if such stock is not listed on
                           such Exchange, on the principal  United States
                           securities  exchange  registered  under the
                           Securities Exchange  Act of 1934 on which such
                           stock is listed,  or if such stock is not listed on
                           any such  exchange,  the last  closing  bid
                           quotation  with  respect to a share of such stock
                           immediately  preceding  the  time in  question  on
                           the  National  Association  of Securities  Dealers,
                           Inc.  Automated  Quotations  System or any system
                           then in use (or any other system of reporting or
                           ascertaining  quotations then  available),  or if
                           such stock is not so quoted,  the Fair  Market
                           Value at the time in  question  of a share of such
                           stock as determined by the Board of Directors in
                           good faith.

                  (ix)     "Fair Market Value" shall mean:

                            (A)     in the case of stock, the Market Price,
                                    and

                            (B)     in the case of property other than cash or
                                    stock, the fair market value of such
                                    property on the date in question as
                                    determined by the Board of Directors in
                                    good faith.

                       (x) "Disinterested Director" shall mean any member of
                           the Board of Directors of the Corporation
                           who is not an [Affiliate or Associate] of an
                           Interested Shareholder and was a member of the
                           Board of Directors prior to the time that the
                           Interested Shareholder became an Interested
                           Shareholder, and any successor of a Disinterested
                           Director who is not an [Affiliate or Associate] of
                           an Interested Shareholder as is recommended to
                           succeed a Disinterested Director by a majority of
                           Disinterested Directors then on the Board of
                           Directors.


7



         (d) A majority of the Disinterested Directors shall have the power
and duty to determine for the purposes of this Article [ 8], on the basis of
information known to them after reasonable inquiry, whether a person is an
Interested Shareholder or a transaction or series of transactions constitutes
one of the transactions described in subparagraph (b) of this Article [8].

         (e) Notwithstanding any other provisions of [these Restated] Articles
of Incorporation (and notwithstanding the fact that a lesser percentage may be
specified by law, [these Restated] Articles of Incorporation, or the Bylaws of
the Corporation), the affirmative vote of [not less than (i) 66-2/3% of the
voting power of the Voting Stock not beneficially owned by any Interested
Shareholder, voting together as a single class, and (ii) 80% of the voting
power of all] Voting Stock, voting together as a single class, shall be
required to amend, repeal, or adopt any provisions inconsistent with this
Article [8].

          [9. At any time in the interval between annual meetings, special
meetings of the shareholders may be called by the Chairman of the Board,
President, or by the Board of Directors or the Executive Committee by vote at
a meeting or in writing with or without a meeting. Special meetings of the
shareholders may not be called by any other person or persons.]

         [10.    This the ___ day of ________ 1996.]



[Name:

Title:]

        [These restated] articles will become effective upon filing with the
Secretary of State of North Carolina.

  // MARTIN MARIETTA MATERIALS, INC.

By: [ /s/ Bruce A. Deerson
         Bruce A. Deerson
         Vice President and General Counsel]