UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
MARTIN MARIETTA MATERIALS INC.
(Name of Issuer)
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Common Stock
(Title of Class of Securities)
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573284106
(CUSIP Number)
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December 31, 2003
(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
/x/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Potential persons who are to respond to the collection of
information contained in this form are not required to
respond unless the form displays a currently valid OMB
control number.
Page 1 of 5 pages
Cusip 825846108
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1
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
UBS Global Asset Management (Americas) Inc.
36-3664388
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2
Check the Appropriate Box if a Member of a Group (See
Instructions)
a / /
b /x/ See Item 8 of attached schedule.
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3
SEC USE ONLY
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4
Citizenship or Place of Organization - Delaware
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Number of 5. Sole Voting Power 1,375,540
Shares Bene- 6. Shared Voting Power _______
ficially 7. Sole Dispositive Power _______
Owned by Each 8. Shared Dispositive Power 1,375,540
Reporting
Person With:
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9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,375,540 Shares *
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10
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
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11
Percent of Class Represented by Amount in Row (9)
2.8%
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12
Type of Reporting Person (See Instructions)
IA
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* UBS Global Asset Management (Americas) Inc. disclaims
beneficial ownership of such securities.
Page 2 of 5 pages
Cusip 825846108
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Item 1(a). Name of Issuer:
MARTIN MARIETTA MATERIALS INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
2710 Wycliff Road
Raleigh , Nc 27607-3033
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Item 2(a) Name of Persons Filing:
UBS Global Asset Management (Americas) Inc.("UBS Global AM")
Item 2(b) Address of Principal Business Office or, if none,
Residence:
UBS Global AM's principal business office is located at:
One North Wacker, Chicago, Illinois 60606
Item 2(c) Citizenship:
Incorporated by reference to Item 4 of the cover pages.
Item 2(d) Title of Class of Securities:
Common Stock (the "Common Stock")
Item 2(e) CUSIP Number:
749651105
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Item 3. Type of Person Filing:
UBS Global AM is an Investment Adviser registered under
section 203 of the Investment Advisers Act of 1940.
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Item 4 (a)-(c)(iv). Ownership:
Incorporated by reference to Items 5-11 of the cover pages.
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Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following /X/.
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Page 3 of 5 pages
Cusip 825846108
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Item 6. Ownership of More than Five Percent on Behalf of
Another Person:
Accounts managed on a discretionary basis by UBS Global AM
have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the
Common Stock. No account holds more than 5 percent of the
outstanding Common Stock.
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Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company:
N/A
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Item 8 Identification and Classification of Members of the
Group:
UBS Global AM is an indirect wholly-owned subsidiary of UBS
AG. UBS Global AM is a member of the UBS Global Asset
Management Business Group of UBS AG, which includes UBS
Global Asset Management (Canada) Co. UBS Global Asset
Management Business Group is comprised of UBS Global AM's
affiliated companies located in numerous offices around the
world that provide investment advisory services to their
clients. All members of the UBS Global Asset Management
Business Group are directly or indirectly owned by UBS AG.
The shares being reported by UBS Global AM may be managed by
other members of the UBS Global Asset Management Business
Group of UBS AG. UBS Global AM does hereby disaffirm the
existence of a group within the meaning of Rule 13d-5(b)(1).
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Item 9 Notice of Dissolution of Group:
Not Applicable
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Item 10 Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
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Page 4 of 5 pages
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Cusip 825846108
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 17, 2004
UBS Global Asset Management (Americas) Inc.
By: /s/Mark F. Kemper By: /s/Mary Capasso
Mark F. Kemper Mary Capasso
Secretary Director
Page 5 of 5 pages