The chairman of Allied Corp. said today his company would "do all we can" to help Martin Marietta Corp. restructure its debt.

Allied's Edward L. Hennessy, in comments to reporters after Allied stockholders approved its purchase of Bendix Corp.--and with it a 38 percent interest in Marietta--said the Bethesda-based company has "real problems right now," because of its $1.3 billion debt and its sagging aluminum business.

Hennessy, noting that he and top Marietta officials are in frequent contact, said, "I'm very impressed with some of the programs they have."

Despite his stated interest in Marietta, however, Hennessy said holdings in the company were among those under consideration for disposition as part of an Allied effort to cut its $2 billion debt by $300 million by the end of this quarter. Other candidates for sale include Bendix's 7.2 percent stake in RCA Corp., now worth about $130 million, as well as units of both Allied and Bendix.

Allied officials have said little about their plans for Bendix, although Hennessy made it clear that Bendix Chairman William Agee, in his new position as president of Allied, will have responsibility for the operations of Bendix only.

In the meantime, Hennessy said Agee would have "no line responsibility other than Bendix" and no duties other than "putting the two companies together." He also said the six-year, "golden parachute" contract awarded Agee, and similar four-year contracts given 21 other Bendix officials by Bendix's board, would be reevaluated.

Under those pacts, any Bendix officials who are fired by Allied or leave after cuts in their management role or compensation are entitled to large salary packages.

Allied's acquisition in December of a controlling interest in Bendix resulted from an agreement ending a takeover battle between Marietta and Bendix. More than 94 percent of Allied shareholders today approved a plan to issue as many as 15.2 million new shares of Allied stock to pay Bendix shareholders.

Bendix shareholders, meeting separately, also approved the deal today. For each share of Bendix stock, Bendix shareholders will receive 1.3 shares of Allied, a quarter share of Allied preferred, and two discount notes worth about $83 a share.