A Martin Marietta Corp. shareholder has filed a suit charging that the Bethesda aerospace company's managers and directors were trying to save their jobs when they mounted their counteroffer to Bendix Corp.'s takeover bid last September.

The suit charges that the company's directors answered Bendix's takeover bid with an offer of their own for Bendix "to perpetuate themselves in office against the interest of Martin Marietta's shareholders."

The suit, filed in Montgomery County Circuit Court in Rockville, claims that the counteroffer, which led to the resolution of the takeover battle that left Martin Marietta independent but $900 million in debt, "saddles Martin Marietta's public shareholders with an investment in a financially crippled company."

It also charges that, by thwarting Bendix's offer, Martin Marietta deprived its minority stockholders of a chance to sell their stock to Bendix for a profit. Seventy percent of Martin Marietta's stock was purchased by Bendix, but Martin Marietta, under its offer, bought more than half of Bendix, forcing Bendix to merge with Allied Corp. In that transaction, Allied and Marietta swapped stock, leaving Allied in control of Bendix and with 37 percent of Marietta.

The suit, filed by Marietta shareholder Richard Ash, is at least the second filed against the company in connection with the takeover battle. Ash seeks to force the directors to make restitution for the alleged breach of fiduciary duties and to pay back "excessive" salaries received by the directors.

A Martin Marietta spokesman said the suit "has no merit and we're going to defend ourselves vigorously."

In an interview last week, Marietta President Thomas G. Pownall denied that the company's executives had been self-serving in their defense of the company against the Bendix offer. He said he presumed that the company's remaining stockholders had not sold their stock to Bendix for the offer of $48 a share because they preferred to remain as holders of Martin Marietta shares.

"Their attitude, I believe, was and is that, with a considerably reduced stockholder base, their income potential was better than it might have been than if they'd tendered for $48 and sold out."