SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

NNS Holding

(Last)

(First)

(Middle)

C/O M& C CORP. SERVICES, PO BOX 309GT

UGLAND HOUSE, SOUTH CHURCH STREET

(Street)

GEORGE TOWN

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/15/2007

3. Issuer Name and Ticker or Trading Symbol
MARTIN MARIETTA MATERIALS INC [ MLM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Shares of Common Stock, par value $0.01	3,429,747	D ^{( 1 )}

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Put option (obligation to buy)	08/15/2007	08/15/2007	Common Stock	66,570	140	D ^{( 1 )}
Put option (obligation to buy)	08/15/2007	08/15/2007	Common Stock	133,245	140	D ^{( 1 )}
Put option (obligation to buy)	12/14/2007	12/14/2007	Common Stock	66,570	140	D ^{( 1 )}
Call option (right to buy) ^{( 2 )}	05/07/2008	05/07/2008	Common Stock	967,897	131.87	D ^{( 1 )}
Put option (obligation to buy) ^{( 2 )}	05/07/2008	05/07/2008	Common Stock	967,897	131.87	D ^{( 1 )}

1. Name and Address of Reporting Person^*

NNS Holding

(Last)

(First)

(Middle)

C/O M& C CORP. SERVICES, PO BOX 309GT

UGLAND HOUSE, SOUTH CHURCH STREET

(Street)

GEORGE TOWN

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sawiris Nassef

(Last)

(First)

(Middle)

3 NESSIM STREET

(Street)

CAIRO

NOT APPLIC

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Norman Philip

(Last)

(First)

(Middle)

C/O M&C CORPORATE SERVICES

UGLAND HOUSE, SOUTH CHURCH STREET

(Street)

GRAND CAYMAN

E9 11221

(City)

(State)

(Zip)

Explanation of Responses:

1. See attached joint filer information.

2. The reporting person entered into a European-style forward buy transaction, in which it purchased a call option permitting NNS Holding to call 967,897 shares at an exercise price of $131.87 per call on May 7, 2008. On the same date and with the same counterparty as the related call, NNS Holding sold a put option giving the counterparty the right to deliver 967,897 shares at an exercise price of $131.87 on May 7, 2008.

Remarks:

	/s/ NASSEF SAWIRIS - as a director on behalf of NNS Holding	08/16/2007
	/s/ NASSEF SAWIRIS	08/16/2007
	/s/ PHILIP NORMAN	08/16/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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