SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549


                               Form 8-K

                            CURRENT REPORT

                Pursuant to section 13 or 15(d) of the
                   Securities Exchange Act of 1934

      Date of Report(Date of earliest event reported)1 January 1997


                     GENERAL DYNAMICS CORPORATION
            (Exact name of registrant as specified in charter)

           Delaware             1-3671                 13-1673581
       (State or Other       (Commission             (IRS Employer
         Jurisdiction        File Number)         Identification No.)
      of Incorporation)

         3190 Fairview Park Drive,                     22042-4523
           Falls Church, Virginia                      (Zip Code)
(Address of Principal Executive Offices)

                            (703) 876-3000
          Registrant's telephone number, including area code

<PAGE>

Item 2.     Acquisition or Disposition of Assets
                  On January 1, 1997, General
            Dynamics Corporation (the registrant) acquired through
            two newly formed subsidiaries the assets of the Defense
            Systems and Armament Systems business units from Lockheed
            Martin Corporation. Defense Systems has major product
            lines in the area of combat vehicles, primarily as a
            builder of turrets and transmissions. The business unit
            has a majority interest in AV Technology LLC, a limited
            liability company that supplies turret systems and light
            armored combat systems to the global defense market.
            Defense Systems also produces missile guidance and naval
            fire control systems.  Armament Systems is principally a
            supplier of advanced gun, ammunition handling and  air
            defense systems, and produces Gatling guns for fixed-wing
            and rotor aircraft, as well as for land  and seabased
            applications. Lockheed Martin Ordnance Systems, Inc., a
            part of Armament Systems, is a leader in the production
            of ammunition and ordnance products and operates the
            Milan Army Ammunition  Plant for  the United States Army.
            The business  units acquired  employ approximately 3,300
            people at four primary locations: Burlington, Vermont;
            Chesterfield, Michigan; Pittsfield,  Massachusetts; and
            Milan, Tennessee. The registrant will account for  this
            transaction as a purchase.

            The purchase consideration of $450 million was
            established  by negotiation and the registrant paid such
            amount in cash from available funds.  The Asset Purchase
            and Sale Agreement provides that the purchase
            consideration is subject to post closing adjustment based
            generally upon changes in specified account balances from
            June 30, 1996 to December 31, 1996.

            The assets acquired include, among other things,
            machinery, equipment and other physical property the
            primary use of which relates to the lines of business
            discussed above.  It is the present intent of the
            registrant to continue to devote the assets to such
            purposes.

Item 7.     Financial Statements and Exhibits
(c)         Exhibits.

            Exhibit 10-28- Asset Purchase and Sale Agreement (without
            Exhibits and Schedules) between the registrant and
            Lockheed Martin Corporation, dated November 6, 1996, as
            amended December 20, 1996.

<PAGE>
                              SIGNATURES
      Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this  report to be signed on its
behalf by the undersigned and thereunto duly authorized.

                           GENERAL DYNAMICS CORPORATION
                                 (Registrant)
                              By  /s/  John W. Schwartz
                                  John W. Schwartz
                              Staff Vice President 
                              and Controller 
                             (Principal Accounting 
                                     Officer)

Date   January 15, 1997
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SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                               Form 8-K

                            CURRENT REPORT

                Pursuant to section 13 or 15(d) of the
                   Securities Exchange Act of 1934

      Date of Report(Date of earliest event reported)1 January 1997

                     GENERAL DYNAMICS CORPORATION
            (Exact name of registrant as specified in charter)

           Delaware             1-3671                 13-1673581
       (State or Other       (Commission             (IRS Employer
         Jurisdiction        File Number)         Identification No.)
      of Incorporation)

         3190 Fairview Park Drive,                     22042-4523
           Falls Church, Virginia                      (Zip Code)
(Address of Principal Executive Offices)

                            (703) 876-3000
          Registrant's telephone number, including area code
Item 2.     Acquisition or Disposition of Assets
                  On January 1, 1997, General
            Dynamics Corporation (the registrant) acquired through
            two newly formed subsidiaries the assets of the Defense
            Systems and Armament Systems business units from Lockheed
            Martin Corporation. Defense Systems has major product
            lines in the area of combat vehicles, primarily as a
            builder of turrets and transmissions. The business unit
            has a majority interest in AV Technology LLC, a limited
            liability company that supplies turret systems and light
            armored combat systems to the global defense market.
            Defense Systems also produces missile guidance and naval
            fire control systems.  Armament Systems is principally a
            supplier of advanced gun, ammunition handling and  air
            defense systems, and produces Gatling guns for fixed-wing
            and rotor aircraft, as well as for land  and seabased
            applications. Lockheed Martin Ordnance Systems, Inc., a
            part of Armament Systems, is a leader in the production
            of ammunition and ordnance products and operates the
            Milan Army Ammunition  Plant for  the United States Army.
            The business  units acquired  employ approximately 3,300
            people at four primary locations: Burlington, Vermont;
            Chesterfield, Michigan; Pittsfield,  Massachusetts; and
            Milan, Tennessee. The registrant will account for  this
            transaction as a purchase.

            The purchase consideration of $450 million was
            established  by negotiation and the registrant paid such
            amount in cash from available funds.  The Asset Purchase
            and Sale Agreement provides that the purchase
            consideration is subject to post closing adjustment based
            generally upon changes in specified account balances from
            June 30, 1996 to December 31, 1996.

            The assets acquired include, among other things,
            machinery, equipment and other physical property the
            primary use of which relates to the lines of business
            discussed above.  It is the present intent of the
            registrant to continue to devote the assets to such
            purposes.

Item 7.     Financial Statements and Exhibits
(c)         Exhibits.

            Exhibit 10-28- Asset Purchase and Sale Agreement (without
            Exhibits and Schedules) between the registrant and
            Lockheed Martin Corporation, dated November 6, 1996, as
            amended December 20, 1996.
SIGNATURES
      Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this  report to be signed on its
behalf by the undersigned and thereunto duly authorized.

                           GENERAL DYNAMICS CORPORATION
                                 (Registrant)
                              By  /s/  John W. Schwartz
                                  John W. Schwartz
                              Staff Vice President 
                              and Controller 
                             (Principal Accounting 
                                     Officer)

Date   January 15, 1997