X0202 4 2004-05-25 0 0000916076 MARTIN MARIETTA MATERIALS INC MLM 0001084479 BENNETT MARCUS C 16440 GULF SHORES DRIVE16440 GULF SHORES BOCA GRANDE FL 33921-1991 1 0 0 0 Stock Units 2004-05-25 4 A 0 1321.00 34.464 A Common Stock 1321.00 9680.57 D The stock units were accrued under the Martin Marietta Materials, Inc. Common Stock Purchase Plan for Directors (the "Plan") and are to be settled in cash and/or stock in a lump sum or in installments not to exceed 10 years commencing on (i) the date the reporting person ceases to be a Non-Employee Director or (ii) the date that is one month and one year following the date the reporting person ceases to be a Non-Employee Director, in accordance with the reporting person's election under the Plan. Conversion price is 1 share of common stock for 1 unit. Marcus C. Bennett 2004-05-26