1
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                -----------------

                                    FORM 11-K

                                -----------------


[X]             ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                For the fiscal year ended December 31, 2000

                                       OR

[ ]             TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
                THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                For the transition period from _______ to ________

                         Commission file number: 1-12744
                                                 -------


                         MARTIN MARIETTA MATERIALS, INC.
                            PERFORMANCE SHARING PLAN

              (Full title of the plan and the address of the plan,
                if different from that of the issuer named below)




                         MARTIN MARIETTA MATERIALS, INC.
                                2710 WYCLIFF ROAD
                          RALEIGH, NORTH CAROLINA 27607

   (Name of issuer of the securities held pursuant to the plan and the address
                       of its principal executive office)



================================================================================

   2



FINANCIAL STATEMENTS

Martin Marietta Materials, Inc. Performance Sharing Plan

DECEMBER 31, 2000 AND 1999 AND YEAR ENDED DECEMBER 31, 2000 WITH REPORT OF
INDEPENDENT AUDITORS


   3


                         Martin Marietta Materials, Inc.
                            Performance Sharing Plan

                          Audited Financial Statements

           December 31, 2000 and 1999 and year ended December 31, 2000




                                    CONTENTS

Report of Independent Auditors..............................................1

Audited Financial Statements

Statements of Net Assets Available for Benefits.............................2
Statement of Changes in Net Assets Available for Benefits...................3
Notes to Financial Statements...............................................4




   4



                         Report of Independent Auditors

Martin Marietta Materials, Inc., as Plan Administrator

We have audited the accompanying statements of net assets available for benefits
of the Martin Marietta Materials, Inc. Performance Sharing Plan as of December
31, 2000 and 1999, and the related statement of changes in net assets available
for benefits for the year ended December 31, 2000. These financial statements
are the responsibility of Martin Marietta Materials, Inc., as Plan
Administrator. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2000 and 1999, and the changes in its net assets available for
benefits for the year ended December 31, 2000 in conformity with accounting
principles generally accepted in the United States.


                                                /s/ ERNST & YOUNG LLP

June 8, 2001
Raleigh, North Carolina



                                       1
   5



                         Martin Marietta Materials, Inc.
                            Performance Sharing Plan

                 Statements of Net Assets Available for Benefits

                                                   DECEMBER 31
                                             ----------------------
                                               2000          1999
                                             --------      --------
                                                 (IN THOUSANDS)


ASSETS

Cash                                         $     --      $  2,170
Interest in Master Trust, at fair value       113,192       113,777

Contributions receivable:
  Employees                                       422           398
  Martin Marietta Materials, Inc.                 151           140
                                             --------      --------
Net assets available for benefits            $113,765      $116,485
                                             ========      ========



SEE ACCOMPANYING NOTES.



                                       2
   6


                         Martin Marietta Materials, Inc.
                            Performance Sharing Plan

            Statement of Changes in Net Assets Available for Benefits

                          Year ended December 31, 2000



                                                         (IN THOUSANDS)

Net assets available for benefits at beginning of year      $116,485
Additions to net assets attributed to:
   Contributions:
     Employees                                                 5,265
     Martin Marietta Materials, Inc.                           1,854
     Rollovers                                                   607
                                                            --------
   Total contributions                                         7,726

Deductions from net assets attributed to:

   Distributions and withdrawals                               8,120
   Interest in net investment loss of Master Trust             1,860
   Administrative expenses                                       466
                                                            --------
Total deductions                                              10,446
                                                            --------
Net assets available for benefits at end of year            $113,765
                                                            ========


SEE ACCOMPANYING NOTES.



                                       3
   7


                         Martin Marietta Materials, Inc.
                            Performance Sharing Plan

                          Notes to Financial Statements

                                December 31, 2000


1. ACCOUNTING POLICIES

The financial statements of the Martin Marietta Materials, Inc. Performance
Sharing Plan (the "Plan") are prepared on the accrual basis of accounting. No
liability is recorded for distributions to participants who terminated during
the year but have chosen to defer payments to the following year. The assets of
the plan are held and invested on a commingled basis in the Martin Marietta
Materials, Inc. Defined Contribution Plans Master Trust (the "Master Trust")
along with the assets of the Martin Marietta Materials, Inc. Savings and
Investment Plan for Hourly Employees. The Plan's interest in the Master Trust is
stated at the fair value of the underlying net assets in the Master Trust. Fair
values of the underlying net assets are determined by closing prices on the last
business day of the year for those securities traded on national exchanges, at
the most recent sales prices for those securities traded in over-the-counter
markets and at fair value as determined by the trustee for securities for which
there is not an established market. The assets, realized and unrealized gains
and losses and investment income of the Master Trust are allocated among the
participating plans on a pro rata basis. All administrative expenses, a portion
of which are paid by Martin Marietta Materials, Inc. (the "Corporation"), are
otherwise paid by the Master Trust and allocated to each of the participating
plans.

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates,
in particular the determination of fair values of investments for which market
values are not readily available. Actual results could differ from those
estimates.

2. DESCRIPTION OF THE PLAN

The following description of the Plan provides only general information.
Participants should refer to the summary plan description for a more complete
description of the Plan's provisions.

The Plan is a defined contribution plan providing eligible salaried employees of
the Corporation an opportunity to participate in an individual savings and
investment program providing tax deferred savings. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Martin Marietta Materials, Inc. is the Plan's sponsor and also serves as the
Plan administrator.



                                       4
   8


                         Martin Marietta Materials, Inc.
                            Performance Sharing Plan

                    Notes to Financial Statements (continued)




2. DESCRIPTION OF THE PLAN (CONTINUED)

Employees are eligible to enroll in the Plan after six months of service.
Employee participation requires employee basic contributions of 1% to 7% of base
salary (as defined in the Plan and subject to applicable Internal Revenue Code
("IRC") limitations on allowable compensation). Participants may also elect to
make additional supplemental contributions, which are not considered for
purposes of computing the employer match. A participant's combined basic and
supplemental contributions may not exceed 17% of that participant's base pay.
Generally, a participant's before-tax contributions may not exceed 15% of base
pay, subject to certain restrictions for highly compensated employees.

The Corporation matches the participants' annual basic contribution (the first
7% of base pay). The amount of the Corporation's match is equal to 50% of the
basic contributions and is credited to participant accounts monthly. All
participants are 100% vested in the value of their accounts, including employer
contributions.

During 2000 and 1999, the participants' investment options included the
Yield-Enhanced Short-Term Investment Fund, S&P 500 Index Fund, Martin Marietta
Materials Common Stock Fund, Harbor Capital Appreciation Fund, Daily Bond Market
Fund, Vanguard Windsor Fund and Vanguard International Growth Fund.

Participants may change the overall percentage of their contributions in 1%
increments and may change investment elections for future before-tax, after-tax
and matching contributions, both up to once per month. Any changes in investment
elections must be made in 5% increments. In addition, participants may change
the investment mix of the accumulated value of prior contributions among the
investment options - daily, but are limited to 12 changes in a calendar year,
provided that the participant has one transfer in a calendar quarter, regardless
of the limitation.



                                       5
   9


                         Martin Marietta Materials, Inc.
                            Performance Sharing Plan

                    Notes to Financial Statements (continued)




2. DESCRIPTION OF THE PLAN (CONTINUED)

The Plan provides for participants to borrow from the money in his or her own
investment account. All loans must meet specific terms and conditions of the
Plan and are subject to applicable IRC regulations. Personal loans are available
to participants in terms of up to 5 years, and primary residence loans are
available for terms of up to 15 years. Such loans bear interest at a fixed rate,
established upon loan request, which is equal to the annual prime rate (based
upon corporate borrowing rates posted by at least 75% of the nation's 30 largest
banks, as reported in THE WALL STREET JOURNAL on the first business day of the
calendar month before loan application) plus 1%. All loans are due in full
immediately upon termination of employment. Approximately $819,000 and $665,000
was loaned to participants during 2000 and 1999, respectively. In addition, the
Plan provides for in-service withdrawals to participants that meet specific
conditions of financial hardship, as defined in the Plan and in accordance with
current specific regulations under the IRC. Participants who are still working
at the age of 59 1/2 may qualify for special withdrawal rights and privileges as
defined in the Plan.

Upon separation from the Corporation, participants may receive the full current
value of their contributions and the matching employer contributions.
Participants who have attained age 55 may receive their distributions in the
form of a lump-sum payment or in annual installments over a period of up to 25
years. The accounts of participants who receive installment payments remain
invested in the funds indicated by the participant.

State Street Bank and Trust Company is the trustee of the Master Trust and
recordkeeper of the Master Trust and Plan.

Although the Corporation expects to continue the Plan indefinitely, the Board of
Directors of the Corporation may terminate the Plan for any reason at any time.
If the Plan is terminated, each participant or former participant shall receive
a payment equal to the value of the participant's account.

3. INCOME TAX STATUS

The Plan received a determination letter from the Internal Revenue Service dated
March 18, 1998, stating that the Plan is qualified under Section 401(a) of the
Internal Revenue Code (the "Code") and, therefore, the related trust is exempt
from taxation. Once qualified, the Plan is required to operate in conformity
with the Code to maintain its qualification. The Plan Administrator believes the
Plan is being operated in compliance with the applicable requirements of the
Code and, therefore, believes that the Plan is qualified and the related trust
is tax exempt.



                                       6
   10

                         Martin Marietta Materials, Inc.
                            Performance Sharing Plan

                    Notes to Financial Statements (continued)




4. MASTER TRUST

The Plan's interest in the Master Trust's net assets as of December 31, 2000 and
1999, was 79.93% and 82.50%, respectively. The Plan's interest in the Master
Trust did not fluctuate significantly throughout the years ended December 31,
2000 and 1999. An analysis of investments and related investment income for the
Master Trust is as follows:



                                                                                 2000
                                                       ----------------------------------------------------------
                                                                          NET APPRECIATION
                                                                          (DEPRECIATION) IN
                                                           INTEREST       FAIR VALUE DURING   FAIR VALUE AT END
                                                        AND DIVIDENDS           YEAR             OF YEAR
                                                       ----------------- -------------------- -------------------
                                                                            (IN THOUSANDS)
                                                                                       
   Cash and cash equivalents                             $      2,346        $         --       $      39,787
   Governmental bonds                                              --                 141               1,569
   Corporate bonds                                                 --                 147               1,633
   Common stocks                                                4,270              (9,027)             95,273
   Other                                                          114                  --               2,991
                                                       ------------------ ------------------- -------------------
                                                         $      6,730        $     (8,739)      $     141,253
                                                       ================== =================== ===================






                                                                                 1999
                                                       ----------------------------------------------------------
                                                                           NET DEPRECIATION
                                                           INTEREST         IN FAIR VALUE     FAIR VALUE AT END
                                                         AND DIVIDENDS       DURING YEAR           OF YEAR
                                                       ------------------ ------------------- -------------------
                                                                            (IN THOUSANDS)
                                                                                       
   Cash and cash equivalents                             $      1,758        $         --       $      35,191
   Governmental bonds                                              --                  --               2,027
   Corporate bonds                                                 --                  --               1,467
   Common stocks                                                2,835              (1,606)             96,033
   Other                                                          123                  --               2,449
                                                       ------------------ ------------------- -------------------
                                                         $      4,716        $     (1,606)      $     137,167
                                                       ================== =================== ===================



                                       7
   11

                                   SIGNATURES

         THE PLAN. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustee of the below named plan has duly caused this annual report
to be signed on its behalf by the undersigned hereunto duly authorized.

                                         MARTIN MARIETTA MATERIALS, INC.
                                         PERFORMANCE SHARING PLAN


                                         By:  Martin Marietta Materials, Inc.
                                              Plan Administrator

                                         By:  Benefit Plan Committee

                                              By:  /s/ Janice K. Henry
                                                   ----------------------------
                                                      Janice K. Henry

Date:  June 28, 2001




                                       8
   12

                                  EXHIBIT INDEX

 EXHIBIT NO.            DOCUMENT
 -----------            ----------------------------
     23                 Consent of Ernst & Young LLP