X0303 4 2009-06-03 0000916076 MARTIN MARIETTA MATERIALS INC MLM 0001084501 ZELNAK STEPHEN P JR MARTIN MARIETTA MATERIALS, INC. 2710 WYCLIFF ROAD RALEIGH NC 27607 1 1 Chm. and CEO Common Stock 2009-06-03 4 S 0 15000 82.74 D 148598 D Common Stock 2009-06-04 4 S 0 14100 82.24 D 134498 D Common Stock 2009-06-04 4 S 0 300 82.69 D 134198 D Common Stock 2009-06-04 4 S 0 500 82.75 D 133698 D Common Stock 2009-06-04 4 S 0 100 82.81 D 133598 D Common Stock 2009-06-05 4 S 0 6166 81.496 D 127432 D Common Stock 2009-06-05 4 S 0 7300 82.672 D 120132 D Common Stock 2009-06-05 4 S 0 1600 83.574 D 118532 D Common Stock 2009-06-05 4 S 0 700 84.201 D 117832 D The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.48 to $83.23, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) through (6) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.68 to $82.67, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.99 to $81.86,inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.06 to $83.05, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.15 to $84.13, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.16 to $84.44, inclusive. /s/ Stephen P. Zelnak, Jr. 2009-06-05