SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
MARTIN MARIETTA MATERIALS, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
573284106
(CUSIP Number)
Richard C. Perry
Perry Corp.
599 Lexington Avenue
New York, NY 10022
(212) 583-4000
(Name, address and telephone number of person
authorized to receive notices and communications)
October 31, 1996
(Date of event which requires filing of this statement)
______________________
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
PAGE 1 OF 9 PAGES
<PAGE>
13D
CUSIP No. 573284106 PAGE 2 OF 9 PAGES
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON PERRY CORP.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
OO
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION New York
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER 2,691,208
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER -0-
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER 2,691,208
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER -0-
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 2,691,208
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 5.84%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
CO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 573284106 PAGE 3 OF 9 PAGES
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. Richard C. Perry
OF ABOVE PERSON
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
OO
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER 2,691,208 (all shares are
owned beneficially by Perry Corp.)
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER -0-
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER 2,691,208 (all shares are
owned beneficially by Perry Corp.)
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER -0-
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 2,691,208 (all shares are
owned beneficially by Perry Corp.)
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 5.84%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 573284106 PAGE 4 OF 9 PAGES
Item 1. Security and Issuer.
This statement on Schedule 13D ("Schedule 13D") is
being filed with respect to the common stock, $.01 par value (the
"Common Stock"), of MARTIN MARIETTA MATERIALS, INC., a North
Carolina corporation whose principal executive offices are
located at 2710 Wycliff Road, Raleigh, NC 27607-3303 (the
"Company").
Item 2. Identity and Background.
This Schedule 13D is being filed on behalf of Perry
Corp., a New York corporation whose principal offices are located
at 599 Lexington Avenue, New York, NY 10022 ("Perry Corp."), and
Richard C. Perry, with respect to the shares of Common Stock
owned beneficially by Perry Corp. Perry Corp. is a private
investment management firm.
Richard C. Perry is the President and sole
stockholder of Perry Corp. His business address is c/o Perry
Corp., 599 Lexington Avenue, New York, NY 10022. He is a citizen
of the United States.
Neither Perry Corp. nor Richard C. Perry has, during
the last five years:
A. been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); or
B. been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as
a result of such proceeding, was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or a finding of any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On October 31, 1996, Perry Corp. acquired 542,408
shares of Common Stock from Lockheed Martin Corporation in an
exchange offer pursuant to Section 13(e)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), in
exchange for Perry Corp.'s tender of 114,917 shares of Lockheed
Martin Corporation common stock. The tendered shares of Lockheed
Martin Corporation common were held in certain investment
accounts under the management and control of Perry Corp. (See
Item 5(d)).
<PAGE>
CUSIP No. 573284106 PAGE 5 OF 9 PAGES
The source of funds for the purchases of the other
2,148,800 shares of Common Stock reported by Perry Corp. herein
was the investment capital of certain investment accounts under
the management and control of Perry Corp. (See Item 5(d)). The
total amount of such funds is $46,024,566.
Item 4. Purpose of Transaction.
The purpose of the acquisition of shares of Common
Stock by Perry Corp. is for investment. Perry Corp. intends to
review its holdings with respect to the Company on a continuing
basis. Depending on Perry Corp's evaluation of the Company's
business and prospects, and upon future developments (including,
but not limited to, market prices of the shares of Common Stock
and availability and alternative uses of funds; as well as
conditions in the securities markets and general economic and
industry conditions), Perry Corp. may acquire additional shares
of Common Stock or other securities of the Company, sell all or a
portion of its shares of Common Stock or other securities of the
Company, now owned or hereafter acquired, or maintain its
position at current levels.
Perry Corp. has no present plans or proposals which
relate to, or would result in, any of the matters enumerated in
paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D.
Perry Corp. may, at any time and from time to time, review or
reconsider its position with respect to the Company, and
formulate plans or proposals with respect to any of such matters.
Item 5. Interest in Securities of the Issuer.
(a) As of November 4, 1996, Perry Corp. beneficially
owns, within the meaning of Rule 13d-3 under the Exchange Act,
2,691,208 shares of the Common Stock or approximately 5.84% of
the outstanding shares of Common Stock (based upon 46,079,300
shares of Common Stock reported to be outstanding by the Company
as of July 31, 1996 in the Company's Quarterly Report on Form 10-
Q for the quarterly period ended June 30, 1996).
(b) Perry Corp. has the power to vote and dispose
of the 2,691,208 shares of Common Stock beneficially owned by it,
which power may be exercised by its President and sole
stockholder, Richard C. Perry.
(c) All transactions in the Common Stock by Perry
Corp. during the past 60 days are described on Schedule A hereto.
<PAGE>
CUSIP No. 573284106 PAGE 6 OF 9 PAGES
(d) The shares reported herein by Perry Corp. are
owned beneficially by Perry Corp. for the benefit of investor
accounts managed and controlled by Perry Corp. Perry Corp. is
the managing general partner of Perry Partners LP, a Delaware
limited partnership, and is the investment manager of Perry
Partners International, Inc., a British Virgin Islands
corporation, and several managed accounts. Investors in Perry
Partners LP, Perry Partners International, Inc. and such managed
accounts have the right to receive dividends and proceeds from
the sale of the Common Stock. No such investor has an interest
which relates to more than 5% of the Common Stock outstanding.
Because of the foregoing relationships, Perry Corp.
and Richard C. Perry disclaim beneficial ownership of shares of
Common Stock reported herein, for purposes of Section 13(d) of
the Exchange Act or otherwise, other than the portion of such
shares which relates to their respective individual economic
interests in the shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Issuer's Securities
Except as otherwise described herein, there are no
contracts, arrangements, understandings or relationships (legal
or otherwise) among the persons named in Item 2 hereof and
between such persons and any person with respect to any
securities of the Company, including, but not limited to,
transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees
of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Joint Filing Agreement of Perry Corp.
and Richard C. Perry, as required by
Rule 13D-1(f)(1) promulgated under the
Securities Exchange Act of 1934, as
amended.
<PAGE>
CUSIP No. 573284106 PAGE 7 OF 9 PAGES
SIGNATURE
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and
correct.
Dated: November 5, 1996
PERRY CORP.
By: /s/ Richard C. Perry
-----------------------
Richard C. Perry
President
/s/ Richard C. Perry
---------------------------
Richard C. Perry
<PAGE>
CUSIP No. 573284106 PAGE 8 OF 9 PAGES
SCHEDULE A
PERRY CORP.
Transactions in the Common Stock
in the past 60 days
Trade Stock Number of Shares Purchase Price
Date Symbol* Purchased/(Sold) Per Share
- ------ ------ ---------------- --------------
10/31/96 MLM 542,408 **
10/21/96 MLM 134,000 23.25
10/21/96 MLMWI 116,000 23.61
10/18/96 MLMWI 25,000 20.98
10/18/96 MLM (25,000) 21.13
10/10/96 MLMWI 39,200 21.13
10/10/96 MLMWI 22,800 21.13
10/09/96 MLMWI 281,400 21.53
10/08/96 MLMWI 367,700 21.45
10/08/96 MLM (100,000) 22.38
10/07/96 MLMWI 406,500 21.22
10/07/96 MLM (196,500) 22.10
10/04/96 MLMWI 200,000 21.13
10/04/96 MLM 73,600 21.79
10/03/96 MLM 43,600 21.63
10/01/96 MLM 60,000 21.40
09/25/96 MLM 500 22.25
09/24/96 MLM 30,900 22.02
09/23/96 MLM 25,000 21.05
09/20/96 MLM 50,000 21.11
09/19/96 MLM 100,000 20.81
09/18/96 MLM 150,000 20.29
09/17/96 MLM (15,900) 19.84
09/17/96 MLM 60,000 20.48
09/16/96 MLM 300,000 20.17
- ------------------
* 'MLM' refers to transactions in the Common Stock. 'MLMWI'
refers to transactions in the when-issued market for the
Common Stock. Except where otherwise indicated, all
transactions were ordinary trading transactions effected on
the New York Stock Exchange.
** On October 31, 1996, Perry Corp. acquired 542,408 shares of
Common Stock from Lockheed Martin Corporation in an exchange
offer pursuant to Section 13(e)(4) of the Securities
Exchange Act of 1934, as amended, in exchange for Perry
Corp.'s tender of 114,917 shares of Lockheed Martin
Corporation common stock.
<PAGE>
CUSIP No. 573284106 PAGE 9 OF 9 PAGES
EXHIBIT 1
----------
JOINT FILING AGREEMENT
PURSUANT TO RULE 13D-1(f)(1)
The undersigned acknowledge and agree that the foregoing
statement on Schedule 13D, as amended, is filed on behalf of each
of the undersigned and that all subsequent amendments to this
statement on Schedule 13D, as amended, shall be filed on behalf
of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned
acknowledge that each shall be responsible for the timely filing
of such amendments, and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not
be responsible for the completeness and accuracy of the
information concerning the other, except to the extent that he or
it knows or has reason to believe that such information is
inaccurate.
Dated: November 5, 1996
PERRY CORP.
By: /s/ Richard C. Perry
-----------------------
Richard C. Perry
President
/s/ Richard C. Perry
---------------------------
Richard C. Perry
