<PAGE>
As filed with the Securities and Exchange Commission on February 28, 1994.
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
MARTIN MARIETTA CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 52-1801551
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6801 Rockledge Drive
Bethesda, Maryland 20817
(Address of principal executive offices)
--------------------
Sandia Corporation
Savings and Income Plan
Sandia Corporation
Savings and Security Plan
(Full title of the plan)
--------------------
Frank H. Menaker, Jr.
Vice President and General Counsel
Martin Marietta Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
(301) 897-6000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered(*) registered(*) per share(*) offering price(*) registration fee(**)
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $1.00 per share.... 2,000,000 $ 46.00 $ 92,000,000 $ 31,740.00
- --------------------------------------------------------------------------------------------------
</TABLE>
(*) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of plan
interests to be offered or sold pursuant to the plans described herein.
(**) Computed, pursuant to Rule 457, solely for the purpose of calculating the
registration fee.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by the Registrant or the Plan with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference and made a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 filed with the Commission on February 28, 1994.
(b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-B filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act"), and any amendment or report filed for the purpose of updating such
descriptions;
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to filing of a
post-effective amendment which indicates that all securities offered have been
sold or which removes from registration all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of the filing of such documents.
Item 4. Description of Securities.
-------------------------
Not Applicable
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The Opinion of Counsel as to the legality of the securities being issued
(constituting Exhibit 5) has been rendered by counsel who is a full-time
employee of the Registrant. Counsel rendering such opinion is not eligible to
participate in the Plan.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Maryland General Corporation Law authorizes Maryland corporations
to limit the liability of directors and officers to the Corporation and its
stockholders for money damages except (i)
- 1 -
<PAGE>
to the extent that it is proved that the director or officer actually received
an improper benefit or profit in money, property or services, for the amount of
the benefit or profit actually received, (ii) to the extent that a judgment or
other final adjudication adverse to the director or officer is entered in a
proceeding based on a finding in the proceeding that the director's or officer's
action, or failure to act, was the result of active and deliberate dishonesty
and was material to the cause of action adjudicated in the proceeding, or (iii)
in respect of certain other actions not applicable to the Corporation. The
Charter of the Corporation limits the liability of directors and officers of the
Corporation to the fullest extent permitted by the Maryland General Corporation
Law.
The Maryland General Corporation Law also authorizes the Corporation
to indemnify present and past directors and officers of the Corporation or any
such person who is or was serving at the request of the Corporation as an
officer, director or employee of another Corporation (including service with
respect to employee benefit plans) against judgements, penalties, fines,
settlements and reasonable expenses (including attorney's fees) actually
incurred in connection with any threatened, pending or completed action, suit,
or proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Corporation in respect of which the
director or officer is adjudged to be liable to the Corporation) in which they
are made parties by reason of being or having been directors or officers unless
it is established that (i) the act or omission of the director or officer was
material to the cause of action adjudicated and was committed in bad faith or
was the result of active and deliberate dishonesty, (ii) the director or officer
actually received an improper personal benefit in money, property or services,
or (iii) in the case of any criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful. The Maryland
General Corporation Law also provides that, unless limited by the Corporation's
Charter, the Corporation shall indemnify present and past directors and officers
of the Corporation who are successful, on the merits or otherwise, in the
defense of any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, against reasonable
expenses (including attorney's fees) incurred in connection with the proceeding.
The Charter of the Corporation provides for indemnification of
directors and officers to the fullest extent permitted by the Maryland General
Corporation Law, and the Corporation's directors and officers are covered by
certain insurance policies maintained by the Corporation.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable
- 2 -
<PAGE>
Item 8. Exhibits.
--------
5. Opinion of Stephen M. Piper, Esquire.
23-A. Consent of Ernst & Young.
23-B. Consent of KPMG Peat Marwick.
23-C. Consent of Stephen M. Piper, Esquire (contained in Exhibit 5 hereof).
25. Powers of Attorney.
Item 9. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that subparagraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
- 3 -
<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
- 4 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MARTIN MARIETTA CORPORATION
Date: February 25, 1994 By: /s/ Frank H. Menaker, Jr.
-------------------------
Frank H. Menaker, Jr.
Vice President and
General Counsel
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Norman R. Augustine Chairman of the February 25, 1994
------------------- Board, Chief
Norman R. Augustine* Executive Officer
/s/ Marcus C. Bennett Director, Vice February 25, 1994
---------------- President, Chief
Marcus C. Bennett* Financial and
Chief Accounting
Officer
/s/ Lamar Alexander Director February 25, 1994
----------------
Lamar Alexander*
/s/ John J. Byrne Director February 25, 1994
----------------
John J. Byrne*
/s/ A. James Clark Director February 25, 1994
----------------
A. James Clark*
/s/ Edwin I. Colodny Director February 25, 1994
----------------
Edwin I. Colodny*
/s/ James L. Everett, III Director February 25, 1994
----------------
James L. Everett, III*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Edward L. Hennessy, Jr. Director February 25, 1994
------------------------
Edward L. Hennessy, Jr.*
/s/ Edward E. Hood, Jr. Director February 25, 1994
-------------------
Edward E. Hood, Jr.*
/s/ Caleb B. Hurtt Director February 25, 1994
---------------
Caleb B. Hurtt*
/s/ Gwendolyn S. King Director February 25, 1994
------------------
Gwendolyn S. King*
/s/ Melvin R. Laird Director February 25, 1994
----------------
Melvin R. Laird*
/s/ Gordon S. Macklin Director February 25, 1994
------------------
Gordon S. Macklin*
/s/ Eugene F. Murphy Director February 25, 1994
----------------
Eugene F. Murphy*
/s/ Allen E. Murray Director February 25, 1994
----------------
Allen E. Murray*
/s/ John W. Vessey, Jr. Director February 25, 1994
--------------------
John W. Vessey, Jr.*
/s/ A. Thomas Young Director February 25, 1994
----------------
A. Thomas Young*
*By: /s/ Stephen M. Piper February 25, 1994
-----------------
(Stephen M. Piper, Attorney-in-fact**)
</TABLE>
_____________________
**By authority of Powers of Attorney filed with this Registration
Statement on Form S-8.
<PAGE>
Index to Exhibits
-----------------
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- --------- ----------- ----
<S> <C> <C>
5 Opinion of Stephen M. Piper, Esquire. 8
23-A Consent of Ernst & Young. 9
23-B Consent of KPMG Peat Marwick. 10
23-C Consent of Stephen M. Piper, Esquire (contained
in Exhibit 5 hereof).
25 Powers of Attorney. 11
</TABLE>
<PAGE>
EXHIBIT 5
---------
28 February 1994
HAND DELIVERED
- --------------
Martin Marietta Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
Re: Sandia Corporation Savings & Security
and Savings & Income Plans
Ladies & Gentleman:
I submit this opinion letter to you in connection with the
registration statement on Form S-8 (the "Registration Statement") being filed
with the Securities and Exchange Commission on the date hereof. The
Registration Statement registers shares of common stock of the Martin Marietta
Corporation ("Corporation") for use in connection with the Sandia Corporation
Savings & Security Plan and Sandia Corporation Savings & Income Plan
(collectively, the "Plans"). The Plans contemplate that such common stock may
be treasury or authorized but unissued common stock or may be acquired in the
open market. As Assistant General Counsel of the Corporation, I have examined
such corporate records, certificates and other documents and have reviewed
such questions of law as I deemed necessary or appropriate for the purposes of
this opinion.
Based upon that examination and review, I advise you that in my
opinion:
(1) the Corporation has been duly incorporated and is a validly existing
corporation under the laws of the State of Maryland, and
(2) to the extent that the operation of the Plans results in the issuance
of common stock, such shares of common stock have been duly and validly
authorized and, when issued in accordance with the terms set forth in the
Registration Statement, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to my opinion in the Registration
Statement.
Very truly yours,
Stephen M. Piper
<PAGE>
EXHIBIT 23-A
------------
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Martin Marietta
Corporation Registration Statement on Form S-8 to be filed on or about February
28, 1994, pertaining to the Sandia Corporation Savings and Security Plan and
Sandia Corporation Savings and Income Plan of our report dated January 21,
1994, with respect to the financial statements of Martin Marietta Corporation
and consolidated subsidiaries incorporated by reference in its Annual Report on
Form 10-K for the year ended December 31, 1993 and the related financial
statement schedules included therein; filed with the Securities and Exchange
Commission.
ERNST & YOUNG
Washington, D.C.
February 23, 1994
<PAGE>
EXHIBIT 23-B
------------
CONSENT OF KPMG PEAT MARWICK, INDEPENDENT AUDITORS
The Board of Directors
General Electric Company:
The Board of Directors
Martin Marietta Corporation:
We consent to the incorporation by reference in this Registration Statement
relating to the Sandia Corporation Savings and Income Plan and the Sandia
Corporation Savings and Security Plan on Form S-8 of Martin Marietta Corporation
of our report, dated February 3, 1993, on the consolidated financial statements
of GE Aerospace Businesses as of December 31, 1992 and 1991 and each of the
years for the two-year period ended December 31, 1992, which report is
incorporated by reference in the December 31, 1993 Annual Report on Form 10-K
of Martin Marietta Corporation which is incorporated herein by reference.
KPMG PEAT MARWICK
Philadelphia, Pennsylvania
February 23, 1994
<PAGE>
EXHIBIT 25
----------
Powers of Attorney
------------------
<PAGE>
POWER OF ATTORNEY
I, Norman R. Augustine, Chairman and Chief Executive Officer of Martin
Marietta Corporation, hereby constitute and appoint Frank H. Menaker, Jr. and
Stephen M. Piper, and each of them, with power of substitution, my true and
lawful attorneys-in-fact, with full power to do any and all acts and things for
me and on my behalf as Chairman and Chief Executive Officer of Martin Marietta
Corporation in connection with the preparation and filing with the Securities
and Exchange Commission under the Securities Act of 1933 and to sign for me, in
my name as Chairman and Chief Executive Officer of Martin Marietta Corporation:
1. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Sandia Corporation Savings and Security Plan and
the Sandia Corporation Savings and Income Plan; and
2. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use
in connection with the Martin Marietta Corporation Performance
Sharing Plan for Puerto Rico Employees.
Signature Capacity
--------- --------
/s/NORMAN R. AUGUSTINE Chairman and Chief Executive
---------------------- Officer
Norman R. Augustine Martin Marietta Corporation
December 2, 1993
<PAGE>
POWER OF ATTORNEY
I, Marcus C. Bennett, a Director and as the Chief Financial Officer and
Chief Accounting Officer of Martin Marietta Corporation, hereby constitute and
appoint Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, with power
of substitution, my true and lawful attorneys-in-fact, with full power to do any
and all acts and things for me and on my behalf as a Director and as the Chief
Financial Officer and Chief Accounting Officer of Martin Marietta Corporation in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933 and to sign for me, in my name as a
Director and as the Chief Financial Officer and Chief Accounting Officer of
Martin Marietta Corporation:
1. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Sandia Corporation Savings and Security Plan and
the Sandia Corporation Savings and Income Plan; and
2. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Martin Marietta Corporation Performance Sharing
Plan for Puerto Rico Employees.
Signature Capacity
--------- --------
/s/MARCUS C. BENNETT Chief Financial Officer,
-------------------- Chief Accounting Officer and
Marcus C. Bennett Director
December 2, 1993 Martin Marietta Corporation
<PAGE>
POWER OF ATTORNEY
I, Lamar Alexander, a Director of Martin Marietta Corporation, hereby
constitute and appoint Frank H. Menaker, Jr. and Stephen M. Piper, and each of
them, with power of substitution, my true and lawful attorneys-in-fact, with
full power to do any and all acts and things for me and on my behalf as a
Director of Martin Marietta Corporation in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933 and to sign for me, in my name as a Director of Martin Marietta
Corporation:
1. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Sandia Corporation Savings and Security Plan and
the Sandia Corporation Savings and Income Plan; and
2. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Martin Marietta Corporation Performance Sharing
Plan for Puerto Rico Employees.
Signature Capacity
--------- --------
/s/LAMAR ALEXANDER Director
------------------ Martin Marietta Corporation
Lamar Alexander
December 2, 1993
<PAGE>
POWER OF ATTORNEY
I, John J. Byrne, a Director of Martin Marietta Corporation, hereby
constitute and appoint Frank H. Menaker, Jr. and Stephen M. Piper, and each of
them, with power of substitution, my true and lawful attorneys-in-fact, with
full power to do any and all acts and things for me and on my behalf as a
Director of Martin Marietta Corporation in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933 and to sign for me, in my name as a Director of Martin Marietta
Corporation:
1. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Sandia Corporation Savings and Security Plan and
the Sandia Corporation Savings and Income Plan; and
2. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Martin Marietta Corporation Performance Sharing
Plan for Puerto Rico Employees.
Signature Capacity
--------- --------
/s/JOHN J. BYRNE Director
---------------- Martin Marietta Corporation
John J. Byrne
December 2, 1993
<PAGE>
POWER OF ATTORNEY
I, A. James Clark, a Director of Martin Marietta Corporation, hereby
constitute and appoint Frank H. Menaker, Jr. and Stephen M. Piper, and each of
them, with power of substitution, my true and lawful attorneys-in-fact, with
full power to do any and all acts and things for me and on my behalf as a
Director of Martin Marietta Corporation in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933 and to sign for me, in my name as a Director of Martin Marietta
Corporation:
1. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Sandia Corporation Savings and Security Plan and
the Sandia Corporation Savings and Income Plan; and
2. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Martin Marietta Corporation Performance Sharing
Plan for Puerto Rico Employees.
Signature Capacity
--------- --------
/s/A. JAMES CLARK Director
----------------- Martin Marietta Corporation
A. James Clark
December 2, 1993
<PAGE>
POWER OF ATTORNEY
I, Edwin I. Colodny, a Director of Martin Marietta Corporation, hereby
constitute and appoint Frank H. Menaker, Jr. and Stephen M. Piper, and each of
them, with power of substitution, my true and lawful attorneys-in-fact, with
full power to do any and all acts and things for me and on my behalf as a
Director of Martin Marietta Corporation in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933 and to sign for me, in my name as a Director of Martin Marietta
Corporation:
1. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Sandia Corporation Savings and Security Plan and
the Sandia Corporation Savings and Income Plan; and
2. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Martin Marietta Corporation Performance Sharing
Plan for Puerto Rico Employees.
Signature Capacity
--------- --------
/s/EDWIN I. COLODNY Director
------------------- Martin Marietta Corporation
Edwin I. Colodny
December 2, 1993
<PAGE>
POWER OF ATTORNEY
I, James L. Everett, III, a Director of Martin Marietta Corporation, hereby
constitute and appoint Frank H. Menaker, Jr. and Stephen M. Piper, and each of
them, with power of substitution, my true and lawful attorneys-in-fact, with
full power to do any and all acts and things for me and on my behalf as a
Director of Martin Marietta Corporation in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933 and to sign for me, in my name as a Director of Martin Marietta
Corporation:
1. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Sandia Corporation Savings and Security Plan and
the Sandia Corporation Savings and Income Plan; and
2. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Martin Marietta Corporation Performance Sharing
Plan for Puerto Rico Employees.
Signature Capacity
--------- --------
/s/JAMES L. EVERETT, III Director
------------------------ Martin Marietta Corporation
James L. Everett, III
December 2, 1993
<PAGE>
POWER OF ATTORNEY
I, Edward L. Hennessy, Jr., a Director of Martin Marietta Corporation,
hereby constitute and appoint Frank H. Menaker, Jr. and Stephen M. Piper, and
each of them, with power of substitution, my true and lawful attorneys-in-fact,
with full power to do any and all acts and things for me and on my behalf as a
Director of Martin Marietta Corporation in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933 and to sign for me, in my name as a Director of Martin Marietta
Corporation:
1. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Sandia Corporation Savings and Security Plan and
the Sandia Corporation Savings and Income Plan; and
2. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Martin Marietta Corporation Performance Sharing
Plan for Puerto Rico Employees.
Signature Capacity
--------- --------
/s/EDWARD L. HENNESSY, Jr. Director
-------------------------- Martin Marietta Corporation
Edward L. Hennessy, Jr.
December 2, 1993
<PAGE>
POWER OF ATTORNEY
I, Edward E. Hood, Jr., a Director of Martin Marietta Corporation, hereby
constitute and appoint Frank H. Menaker, Jr. and Stephen M. Piper, and each of
them, with power of substitution, my true and lawful attorneys-in-fact, with
full power to do any and all acts and things for me and on my behalf as a
Director of Martin Marietta Corporation in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933 and to sign for me, in my name as a Director of Martin Marietta
Corporation:
1. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Sandia Corporation Savings and Security Plan and
the Sandia Corporation Savings and Income Plan; and
2. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Martin Marietta Corporation Performance Sharing
Plan for Puerto Rico Employees.
Signature Capacity
--------- --------
/s/EDWARD E. HOOD, JR. Director
---------------------- Martin Marietta Corporation
Edward E. Hood, Jr.
December 2, 1993
<PAGE>
POWER OF ATTORNEY
I, Caleb B. Hurtt, a Director of Martin Marietta Corporation, hereby
constitute and appoint Frank H. Menaker, Jr. and Stephen M. Piper, and each of
them, with power of substitution, my true and lawful attorneys-in-fact, with
full power to do any and all acts and things for me and on my behalf as a
Director of Martin Marietta Corporation in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933 and to sign for me, in my name as a Director of Martin Marietta
Corporation:
1. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Sandia Corporation Savings and Security Plan and
the Sandia Corporation Savings and Income Plan; and
2. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Martin Marietta Corporation Performance Sharing
Plan for Puerto Rico Employees.
Signature Capacity
--------- --------
/s/CALEB B. HURTT Director
----------------- Martin Marietta Corporation
Caleb B. Hurtt
December 2, 1993
<PAGE>
POWER OF ATTORNEY
I, Gwendolyn S. King, a Director of Martin Marietta Corporation, hereby
constitute and appoint Frank H. Menaker, Jr. and Stephen M. Piper, and each of
them, with power of substitution, my true and lawful attorneys-in-fact, with
full power to do any and all acts and things for me and on my behalf as a
Director of Martin Marietta Corporation in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933 and to sign for me, in my name as a Director of Martin Marietta
Corporation:
1. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Sandia Corporation Savings and Security Plan and
the Sandia Corporation Savings and Income Plan; and
2. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Martin Marietta Corporation Performance Sharing
Plan for Puerto Rico Employees.
Signature Capacity
--------- --------
/s/GWENDOLYN S. KING Director
-------------------- Martin Marietta Corporation
Gwendolyn S. King
December 2, 1993
<PAGE>
POWER OF ATTORNEY
I, Melvin R. Laird, a Director of Martin Marietta Corporation, hereby
constitute and appoint Frank H. Menaker, Jr. and Stephen M. Piper, and each of
them, with power of substitution, my true and lawful attorneys-in-fact, with
full power to do any and all acts and things for me and on my behalf as a
Director of Martin Marietta Corporation in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933 and to sign for me, in my name as a Director of Martin Marietta
Corporation:
1. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Sandia Corporation Savings and Security Plan and
the Sandia Corporation Savings and Income Plan; and
2. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Martin Marietta Corporation Performance Sharing
Plan for Puerto Rico Employees.
Signature Capacity
--------- --------
/s/MELVIN R. LAIRD Director
------------------ Martin Marietta Corporation
Melvin R. Laird
December 2, 1993
<PAGE>
POWER OF ATTORNEY
I, Gordon S. Macklin, a Director of Martin Marietta Corporation, hereby
constitute and appoint Frank H. Menaker, Jr. and Stephen M. Piper, and each of
them, with power of substitution, my true and lawful attorneys-in-fact, with
full power to do any and all acts and things for me and on my behalf as a
Director of Martin Marietta Corporation in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933 and to sign for me, in my name as a Director of Martin Marietta
Corporation:
1. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Sandia Corporation Savings and Security Plan and
the Sandia Corporation Savings and Income Plan; and
2. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Martin Marietta Corporation Performance Sharing
Plan for Puerto Rico Employees.
Signature Capacity
--------- --------
/s/GORDON S. MACKLIN Director
-------------------- Martin Marietta Corporation
Gordon S. Macklin
December 2, 1993
<PAGE>
POWER OF ATTORNEY
I, Eugene F. Murphy, a Director of Martin Marietta Corporation, hereby
constitute and appoint Frank H. Menaker, Jr. and Stephen M. Piper, and each of
them, with power of substitution, my true and lawful attorneys-in-fact, with
full power to do any and all acts and things for me and on my behalf as a
Director of Martin Marietta Corporation in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933 and to sign for me, in my name as a Director of Martin Marietta
Corporation:
1. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Sandia Corporation Savings and Security Plan and
the Sandia Corporation Savings and Income Plan; and
2. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Martin Marietta Corporation Performance Sharing
Plan for Puerto Rico Employees.
Signature Capacity
--------- --------
/s/EUGENE F. MURPHY Director
------------------- Martin Marietta Corporation
Eugene F. Murphy
December 2, 1993
<PAGE>
POWER OF ATTORNEY
I, Allen E. Murray, a Director of Martin Marietta Corporation, hereby
constitute and appoint Frank H. Menaker, Jr. and Stephen M. Piper, and each of
them, with power of substitution, my true and lawful attorneys-in-fact, with
full power to do any and all acts and things for me and on my behalf as a
Director of Martin Marietta Corporation in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933 and to sign for me, in my name as a Director of Martin Marietta
Corporation:
1. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Sandia Corporation Savings and Security Plan and
the Sandia Corporation Savings and Income Plan; and
2. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Martin Marietta Corporation Performance Sharing
Plan for Puerto Rico Employees.
Signature Capacity
--------- --------
/s/ALLEN E. MURRAY Director
------------------ Martin Marietta Corporation
Allen E. Murray
December 2, 1993
<PAGE>
POWER OF ATTORNEY
I, John W. Vessey, Jr., a Director of Martin Marietta Corporation, hereby
constitute and appoint Frank H. Menaker, Jr. and Stephen M. Piper, and each of
them, with power of substitution, my true and lawful attorneys-in-fact, with
full power to do any and all acts and things for me and on my behalf as a
Director of Martin Marietta Corporation in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933 and to sign for me, in my name as a Director of Martin Marietta
Corporation:
1. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Sandia Corporation Savings and Security Plan and
the Sandia Corporation Savings and Income Plan; and
2. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Martin Marietta Corporation Performance Sharing
Plan for Puerto Rico Employees.
Signature Capacity
--------- --------
/s/JOHN W. VESSEY, JR. Director
---------------------- Martin Marietta Corporation
John W. Vessey, Jr.
December 2, 1993
<PAGE>
POWER OF ATTORNEY
I, A. Thomas Young, a Director of Martin Marietta Corporation, hereby
constitute and appoint Frank H. Menaker, Jr. and Stephen M. Piper, and each of
them, with power of substitution, my true and lawful attorneys-in-fact, with
full power to do any and all acts and things for me and on my behalf as a
Director of Martin Marietta Corporation in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933 and to sign for me, in my name as a Director of Martin Marietta
Corporation:
1. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Sandia Corporation Savings and Security Plan and
the Sandia Corporation Savings and Income Plan; and
2. A Registration Statement or Registration Statements on Form S-8 and
any and all amendments and supplements thereto (including post-
effective amendments) for the purpose of registering under the
Securities Act of 1933 such number of shares of the Common Stock of
Martin Marietta Corporation as are necessary or appropriate for use in
connection with the Martin Marietta Corporation Performance Sharing
Plan for Puerto Rico Employees.
Signature Capacity
--------- --------
/s/A. THOMAS YOUNG Director
------------------ Martin Marietta Corporation
A. Thomas Young
December 2, 1993
