8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934




        Date of report (Date of earliest event reported) October 5, 1998



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



       North Carolina                 1-12744                56-1848578
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(State or other jurisdiction        (Commission             (IRS Employer
      of incorporation)             File Number)          Identification No.)



              2710 Wycliff Road, Raleigh, North Carolina 27607-3033
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                    (Address of principal executive offices)



       Registrant's telephone number, including area code (919) 781-4550



                                 Not Applicable
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          (Former name or former address, if changed since last report)


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Item 5. Other Events

                On October 5, 1998, the Company disseminated the press release
attached as Exhibit 99.1 hereto, which exhibit is hereby incorporated by
reference as the Company's response to this Item 5.

Item 7. Exhibits

         Exhibit 99.1   Press Release dated October 5, 1998




                                   SIGNATURES

           Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf of the
undersigned hereunto duly authorized.


                                      MARTIN MARIETTA MATERIALS, INC.
                                      (Registrant)



Date:  October 9, 1998                By:  /s/ Bruce A. Deerson
                                           ----------------------------------
                                           Vice President and General Counsel


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                                  EXHIBIT INDEX


99.1       Press Release dated October 5, 1998



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EX-99.1

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FOR IMMEDIATE RELEASE         Contact: Janice K. Henry
                                       Vice President, Chief Financial Officer
                                         and Treasurer
                                       (919) 783-4658


                         MARTIN MARIETTA MATERIALS, INC.
                AGREES TO ACQUIRE REDLAND STONE PRODUCTS COMPANY
                                FOR $272 MILLION

RALEIGH, North Carolina (October 5, 1998) - Martin Marietta Materials, Inc.,
(NYSE: MLM) today announced that it has signed a contract with an affiliate of
Lafarge SA to acquire the common stock of Redland Stone Products Company for
$272 million. The purchase price is subject to certain post-closing adjustments
related to working capital. Redland Stone is the leading producer of aggregates
and asphaltic concrete in the state of Texas, and has mineral reserves which
exceed 1 billion tons. The company serves the San Antonio, Houston and South
Texas areas. Aggregates production in 1998 is expected to be about 14 million
tons, asphaltic concrete production is expected to be about 3 million tons, and
revenue is expected to be approximately $140 million. Redland Stone will be
operated as a new division of Martin Marietta Materials, with its headquarters
in San Antonio. The transaction is scheduled for closing prior to year end,
subject to satisfaction of conditions typical for such a transaction.

           Commenting on the transaction, Stephen P. Zelnak, Jr., Chairman and
CEO of Martin Marietta Materials, stated, "The acquisition of Redland Stone is a
major step in positioning our Company for further expansion in the western
United States. We believe this transaction will be neutral to earnings in 1999
and offers an excellent opportunity to grow the sales and earnings of our
Company in 2000 and beyond.

           "Redland Stone is the leading supplier of aggregates and asphaltic
concrete in both Houston and San Antonio. The company is well-positioned for
growth in both Texas and surrounding areas. Texas is scheduled to receive a 61
percent increase in transportation funding from the new Transportation Equity
Act of the 21st Century (TEA-21). This should generate strong demand for
materials used in highway and bridge construction for the foreseeable future.
When coupled with the above-average population growth expected for Texas, the
market for aggregates and asphalt should experience solid growth."

           Martin Marietta Materials is the nation's second largest producer of
construction aggregates and a leading producer of magnesia-based chemical and
refractory products used in a wide variety of industries.

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Investors are cautioned that statements in this press release which relate to
the future are, by their nature, uncertain and dependent upon numerous
contingencies including political, economic, regulatory, climatic, competitive,
and technological any of which could cause actual results and events to differ
materially from those indicated in such forward-looking statements. Additional
information regarding these and other risk factors and uncertainties may be
found in the Corporation's filings with the Securities and Exchange Commission.

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