Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
NNS Holding
   2. Issuer Name and Ticker or Trading Symbol
MARTIN MARIETTA MATERIALS INC [MLM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O M&C CORPORATE SERVICES, PO BOX 309GT UGLAND HOUSE, SOUTH CHURCH		 3. Date of Earliest Transaction (Month/Day/Year)
10/03/2008
(Street)

GEORGETOWN, E9 E9		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Call Option (right to buy) $ 134.6775 10/03/2008   J(2)     1 03/25/2009 03/25/2009 Common Stock 350,600 $ 0 1 D (1)  
Put Option (obligation to buy) $ 134.6775 10/03/2008   J(2)     1 03/25/2009 03/25/2009 Common Stock 350,600 $ 0 1 D (1)  
Call Option (right to buy) $ 134.6775 10/06/2008   J(2)     1 03/25/2009 03/25/2009 Common Stock 199,400 $ 0 1 D (1)  
Put Option (obligation to buy) $ 134.6775 10/06/2008   J(2)     1 03/25/2009 03/25/2009 Common Stock 199,400 $ 0 1 D (1)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NNS Holding
C/O M&C CORPORATE SERVICES
PO BOX 309GT UGLAND HOUSE, SOUTH CHURCH
GEORGETOWN, E9 E9		     X    
Sawiris Nassef
C/O M&C CORPORATE SERVICES, PO BOX 309GT
UGLAND HOUSE, SOUTH CHURCH STREET
GEORGETOWN, E9 E9		     X    
Norman Philip
C/O M&C CORPORATE SERVICES, PO BOX 309GT
UGLAND HOUSE, SOUTH CHURCH STREET
GEORGETOWN, E9 E9		     X    

Signatures

 /s/ Nassef Sawiris, as a director on behalf of NNS Holding   10/07/2008
**Signature of Reporting Person Date
 /s/ Nassef Sawiris   10/07/2008
**Signature of Reporting Person Date
 /s/ Philip Norman   10/07/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) See attached joint filer information.
(2) On October 3, 2008, NNS Holding partially unwound an existing European-style forward derivative transaction (also called a European-style synthetic long or put-call pair combination). Execution of the unwind occurred on October 3 and 6, 2008. As of October 6, 2008, NNS Holding is no longer the beneficial owner of 10% or more of the company's common stock.

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