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                                                                   EXHIBIT 99.04

                         MARTIN MARIETTA MATERIALS, INC.

                                OFFER TO EXCHANGE
                 ALL OUTSTANDING 6 7/8% NOTES DUE APRIL 1, 2011
              ($250,000,000 AGGREGATE PRINCIPAL AMOUNT OUTSTANDING)

                                       FOR

                         6 7/8% NOTES DUE APRIL 1, 2011
                   REGISTERED UNDER THE SECURITIES ACT OF 1933

To:   Securities Dealers, Commercial Banks,
      Trust Companies and Other Nominees:

         Enclosed for your consideration is a Prospectus dated       , 2001
(as the same may be amended or supplemented from time to time, the "Prospectus")
and a form of Letter of Transmittal (the "Letter of Transmittal") relating to
the offer (the "Exchange Offer") by Martin Marietta Materials, Inc. (the
"Company") to exchange up to $250,000,000 in aggregate principal amount of
its 6 7/8% Notes due 2011 (the "New Notes") for $250,000,000 in aggregate
principal amount of its 6 7/8% Notes due 2011, issued and sold in a transaction
exempt from registration under the Securities Act of 1933, as amended (the "Old
Notes").

         We are asking you to contact your clients for whom you hold Old Notes
registered in your name or in the name of your nominee. In addition, we ask you
to contact your clients who, to your knowledge, hold Old Notes registered in
their own name. The Company will not pay any fees or commissions to any broker,
dealer or other person in connection with the solicitation of tenders pursuant
to the Exchange Offer. You will, however, be reimbursed by the Company for
customary mailing and handling expenses incurred by you in forwarding any of the
enclosed materials to your clients. The Company will pay all transfer taxes, if
any, applicable to the tender of Old Notes to it or its order, except as
otherwise provided in the Prospectus and the Letter of Transmittal.

         Enclosed are copies of the following documents:

         1.       The Prospectus;

         2.       A Letter of Transmittal for your use in connection with the
                  tender of Old Notes and for the information of your clients;

         3.       A form of letter that may be sent to your clients for whose
                  accounts you hold Old Notes registered in your name or the
                  name of your nominee, with space provided for obtaining the
                  clients' instructions with regard to the Exchange Offer;

         4.       A form of Notice of Guaranteed Delivery; and

         5.       Guidelines for Certification of Taxpayer Identification Number
                  on Substitute Form W-9.

         Your prompt action is requested. The Exchange Offer will expire at
5:00 p.m., New York City Time, on         ,     , 2001, unless extended (the
"Expiration Date"). Old Notes tendered pursuant to the Exchange Offer may be
withdrawn, subject to the procedures described in the Prospectus, at any time
prior to 5:00 p.m., New York City time, on the business day prior to the
Expiration Date.

         To tender Old Notes, certificates for Old Notes or a Book-Entry
Confirmation, a duly executed and properly completed Letter of Transmittal or a
facsimile thereof, and any other required documents, must be received by the
Exchange Agent as provided in the Prospectus and the Letter of Transmittal.

         Additional copies of the enclosed material may be obtained from First
Union National Bank, the Exchange Agent, by calling (704) 590-7408.


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         NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO
THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS AND
THE LETTER OF TRANSMITTAL.