<PAGE>

   As filed with the Securities and Exchange Commission on December 6, 1999
                             Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               _________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933
                               _________________

                          LOCKHEED MARTIN CORPORATION
            (Exact name of registrant as specified in its charter)

                                   Maryland
        (State or other jurisdiction of incorporation or organization)

                                  52-1893632
                     (I.R.S. Employee Identification No.)
                               _________________

                             6801 Rockledge Drive
                           Bethesda, Maryland 20817
                                (301) 897-6000
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
                               _________________

                          Lockheed Martin Corporation
       Divested Business Deferred Management Incentive Compensation Plan
                           (Full title of the plan)
                               _________________

                           Marian S. Block, Esquire
                 Vice President and Associate General Counsel
                          Lockheed Martin Corporation
                             6801 Rockledge Drive
                           Bethesda, Maryland  20817
                                (301) 897-6000

(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                               _________________

<TABLE>
<CAPTION>
                                CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
        Title of              Maximum         Proposed Maximum       Proposed Maximum
     Securities to            Amount to be       Offering Price       Aggregate Offering        Amount of
     be Registered            Registered(1)       per share(2)            Price(2)          Registration Fee(2)
---------------------------------------------------------------------------------------------------------------
<S>                           <C>               <C>                   <C>                   <C>
Deferred Compensation         $40,000,000             100%              $40,000,000                 $10,560
Payment Obligations (2)
---------------------------------------------------------------------------------------------------------------
</TABLE>

     (1)   Estimated solely for the purposes of determining the registration fee
under Rule 457(h) promulgated under the Securities Act of 1933, as amended.
This Registration Statement also covers an indeterminable number of additional
securities that may be issued as a result of an adjustment in the Deferred
Compensation Payment Obligations in the event of a stock split, stock dividend
or similar capital adjustment, as required by the Plan.

     (2)  The Deferred Compensation Payment Obligations are unsecured
obligations of Lockheed Martin Corporation to pay deferred compensation in the
future in accordance with the terms of the Lockheed Martin Corporation Divested
Business Deferred Management Incentive Compensation Plan (the "Plan"). Some
Participants in the Plan have previously elected to have compensation deferred
treated as if such amount had been used to purchase Lockheed Martin Corporation
common stock under another employee benefit plan. For purposes of this
registration statement, this investment option is referred to as Reference
Units. The Reference Units will accrue earnings or losses on deferred
compensation payment obligations based on the performance of Lockheed Martin
Corporation common stock. No additional consideration will be paid for the
Reference Units.

================================================================================
<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing information specified in Part I of Form S-8 will
be sent or given to employees eligible to participate in the Plan as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended. These documents and
the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

               ITEM 3. Incorporation of Documents by Reference.

                               ________________

     The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof:

     (a)  The Registrant's Annual Report on Form 10-K for the year ended
     December 31, 1998 filed with the Commission on March 22, 1999;

     (b)  The description of the Registrant's Common Stock contained in the
     Registrant's Registration Statement on Form 8-B filed with the Commission
     pursuant to Section 12 of the Securities Exchange Act of 1934 (the
     "Exchange Act") (as amended on Form 8-B/A filed on March 9, 1995), and any
     amendment or report filed for the purpose of updating such description;

     (c)  The Registrant's Current Report on Form 8-K filed with the Commission
     on April 21, 1999;

     (d)  The Registrant's Quarterly Report on Form 10-Q for the Quarter Ended
     March 31, 1999 filed with the Commission on May 17, 1999;

     (e)  The Registrant's Current Report on Form 8-K filed with the Commission
     on June 9, 1999;

     (f)  The Registrant's Current Report on Form 8-K filed with the Commission
     on June 14, 1999;

     (g)  The Registrant's Current Report on Form 8-K filed with the Commission
     on June 24, 1999;

     (h)  The Registrant's Current Report on Form 8-K filed with the Commission
     on June 28, 1999;

     (i)  The Registrant's Current Report on Form 8-K filed with the Commission
     on July 22, 1999;

     (j)  The Registrant's Quarterly Report on Form 10-Q for the Quarter Ended
     June 30, 1999 filed with the Commission on August 9, 1999;

     (k)  The Registrant's Current Report on Form 8-K filed with the Commission
     on September 7, 1999;

     (l)  The Registrant's Current Reports on Form 8-K filed with the Commission
     on September 16, 1999;

     (m)  The Registrant's Current Report on Form 8-K filed with the Commission
     on September 20, 1999;
<PAGE>

     (n)  The Registrant's Current Report on Form 8-K filed with the Commission
     on October 4, 1999;

     (o)  The Registrant's Current Report on Form 8-K filed with the Commission
     on October 27, 1999;

     (p)  The Registrant's Current Report on Form 8-K filed with the Commission
     on October 29, 1999 (as amended on Form 8-K/A filed on November 2, 1999);

     (q)  The Registrant's Quarterly Report on Form 10-Q for the Quarter Ended
     September 30, 1999 filed with the Commission on November 12, 1999;

     (r)  The Registrant's Current Report on Form 8-K filed with the Commission
     on November 22, 1999;

     (s)  The Registrant's Registration Statement on Form S-3 (File No. 333-
     71409) filed with the Commission on January 29, 1999 and Prospectus
     Supplements filed pursuant to Rule 424(b) of Regulation C on November 11,
     1999 and November 19, 1999.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such documents.

                      ITEM 4. Description of Securities.

                               ________________

     Under the Lockheed Martin Corporation Divested Business Deferred Management
Incentive Compensation Plan (the "Plan"), Lockheed Martin Corporation (the
"Corporation") will provide eligible employees (who currently participate in the
Lockheed Martin Corporation Deferred Management Incentive Compensation Plan
("DMICP") and who work in a business unit that has been identified as a possible
divestiture candidate) the opportunity to continue to defer a specified portion
his or her account balance in the DMICP. The obligation of the Corporation to
distribute the compensation deferred, together with earnings (or losses), if
any, (the "Deferred Compensation Payment Obligations") will be unsecured general
obligations of the Corporation to pay the deferred compensation in the future in
accordance with the terms of the Plan, and will rank pari passu with other
unsecured general obligations of the Corporation.

     Under the Plan, participants may elect to continue to invest deferred
compensation in a manner such that the amount deferred will be treated as if
such amount had been used to purchase shares of the Registrant's Common Stock.
This is, however, only a bookkeeping entry and not an actual purchase of the
Registrant's Common Stock.  For purposes of this Registration Statement, these
investments are referred to as Reference Units. The value of Reference Units
will fluctuate based on changes in the value of Lockheed Martin Corporation
Common Stock.  To the extent that dividends are paid on Lockheed Martin
Corporation Common Stock, a like amount will be added to the participant's
account and reinvested in Reference Units.  This right to accrue earnings (or
losses) based on the fluctuations in the value of Lockheed Martin Corporation
Common Stock may be deemed to be a "security" under the Securities Act of 1933
and, as such, is being registered on this Registration Statement on Form S-8.

                ITEM 5. Interests of Named Experts and Counsel.

                         ____________________________
<PAGE>

     The Opinions of Counsel as to the legality of the securities being issued
and as to compliance with the requirements of ERISA have been rendered by
counsel who are full-time employees of the Registrant. Counsel rendering such
opinions are eligible to participate in the Plan if their business unit is
selected as a possible candidate for divestiture under the terms of the Plan.

              ITEM 6. Indemnification of Directors and Officers.

                      _________________

     The Maryland General Corporation Law authorizes Maryland corporations to
limit the liability of directors and officers to the corporation or its
stockholders for money damages, except (a) to the extent that it is proved that
the person actually received an improper benefit or profit in money, property or
services, for the amount of the benefit or profit in money, property or services
actually received, (b) to the extent that a judgment or other final adjudication
adverse to the person is entered in a proceeding based on a finding that the
person's action or failure to act was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated in the proceeding
or (c) in respect of certain other actions not applicable to the Registrant.
Under the Maryland General Corporation Law, unless limited by charter,
indemnification is mandatory if a director or an officer has been successful on
the merits or otherwise in the defense of any proceeding by reason of his or her
service as a director unless such indemnification is not otherwise permitted as
described in the following sentence. Indemnification is permissive unless it is
established that (a) the act or omission of the director was material to the
matter giving rise to the proceeding and was committed in bad faith or was the
result of active and deliberate dishonesty, (b) the director actually received
an improper personal benefit in money, property or services or (c) in the case
of any criminal proceeding, the director had reasonable cause to believe his or
her act or omission was unlawful.  In addition to the foregoing, a court of
appropriate jurisdiction may under certain circumstances order indemnification
if it determines that the director or officer is fairly and reasonably entitled
to indemnification in view of all the relevant circumstances, whether or not the
director or officer has met the standards of conduct set forth in the preceding
sentence or has been adjudged liable on the basis that a personal benefit was
improperly received in a proceeding charging improper personal benefit to the
director or officer.  If the proceeding was an action by or in the right of the
corporation or involved a determination that the director or officer received an
improper personal benefit, however, no indemnification may be made if the
individual is adjudged liable to the corporation, except to the extent of
expenses approved by a court of competent jurisdiction.

     Article XI of the charter of the Registrant limits the liability of
directors and officers to the fullest extent permitted by the Maryland General
Corporation Law.  Article XI of the charter of the Registrant also authorizes
the Registrant to adopt by-laws or resolutions to provide for the
indemnification of directors and officers.  Article VI of the By-laws of the
Registrant provides for the indemnification of the Registrant's directors and
officers to the fullest extent permitted by the Maryland General Corporation
Law.  In addition, the Registrant's directors and officers are covered by
certain insurance policies maintained by the Registrant.

                 ITEM 7. Exemption from Registration Claimed.

                         _________________

     Not Applicable
<PAGE>

                               ITEM 8. Exhibits.

                               ________________

     4     Lockheed Martin Corporation Divested Business Deferred Management
           Incentive Compensation Plan.

     5-A   Opinion of Broc Romanek, Esquire.

     5-B   Opinion of Marian S. Block, Esquire.

     23-A  Consent of Ernst & Young LLP, Independent Auditors.

     23-B  Consent of Broc Romanek, Esquire (contained in Exhibit 5-A hereof).

     23-C  Consent of Marian S. Block, Esquire (contained in Exhibit 5-B
           hereof).

     24    Powers of Attorney.

                             ITEM 9. Undertakings.

                               ________________

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
          made, a post-effective amendment to this registration statement:

               (i)    To include any prospectus required by section 10(a)(3) of
               the Securities Act of 1933;

               (ii)   To reflect in the prospectus any facts or events arising
               after the effective date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the registration statement;

               (iii)  To include any material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

               Provided, however, that subparagraphs (1)(i) and (1)(ii) do not
               apply if the information required to be included in a post-
               effective amendment by those paragraphs is contained in periodic
               reports filed with or furnished to the Commission by the
               Registrant pursuant to section 13 or section 15(d) of the
               Securities Exchange Act of 1934 that are incorporated by
               reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.
<PAGE>

(b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bethesda, State of Maryland.

                                    LOCKHEED MARTIN CORPORATION



Date: December 6, 1999              /s/ Marian S. Block
                                    -------------------
                                    By:  Marian S. Block
                                    Vice President and Associate General Counsel

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the date indicated.

          Signature                Title                      Date
          ---------                -----                      ----


               *                   Chairman and Chief         December 6, 1999
     ------------------------
          Vance D. Coffman         Executive  Officer
                                   (Principal Executive
                                   Officer)

               *                   Executive Vice President   December 6, 1999
     ------------------------
          Robert J. Stevens        and  Chief Financial
                                   Officer (Principal
                                   Financial Officer)

               *                   Vice President and         December 6, 1999
     ------------------------
       Christopher E. Kubasik      Controller (Principal
                                   Accounting Officer)

The registration statement also has been signed on the date indicated by the
following directors, who constitute a majority of the Board of Directors:

     Norman R. Augustine*          Caleb B. Hurtt*
     Marcus C. Bennett*            Gwendolyn S. King*
     Lynne V. Cheney*              Eugene F. Murphy*
     Vance D. Coffman*             Frank Savage*
     Houston I. Flournoy*          James F. Gibbons*
     Carlisle A.H. Trost*          James R. Ukropina*
     Edward E. Hood, Jr.*          Douglas C. Yearley*


By:  /s/ Marian S. Block
------------------------
*Marian S. Block                   December 6, 1999
(Attorney-in-fact**)

**By authority of Powers of Attorney filed with this Registration Statement on
Form S-8.
<PAGE>

                                 EXHIBIT INDEX

Exhibit
Number    Description
------    -----------

4         Lockheed Martin Corporation Divested Business Deferred Management
          Incentive Compensation Plan.

5-A       Opinion of Broc Romanek, Esquire.

5-B       Opinion of Marian S. Block, Esquire.

23-A      Consent of Ernst & Young LLP, Independent Auditors.

23-B      Consent of Broc Romanek, Esquire (contained in Exhibit 5-A hereof).

23-C      Consent of Marian S. Block, Esquire (contained in Exhibit 5-B
          hereof).

24        Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "DEDP PLAN", "secsgml_size_bytes": 22048}]
{"company-data": {"conformed-name": "LOCKHEED MARTIN CORP", "cik": "0000936468", "assigned-sic": "3760", "irs-number": "521893632", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92197", "film-number": "99769673"}, "business-address": {"street1": "6801 ROCKLEDGE DR", "city": "BETHESDA", "state": "MD", "zip": "20817", "phone": "3018976000"}, "mail-address": {"street1": "6801 ROCKLEDGE DRIVE", "city": "BETHESDA", "state": "MD", "zip": "20817"}}
As filed with the Securities and Exchange Commission on December 6, 1999
                             Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               _________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933
                               _________________

                          LOCKHEED MARTIN CORPORATION
            (Exact name of registrant as specified in its charter)

                                   Maryland
        (State or other jurisdiction of incorporation or organization)

                                  52-1893632
                     (I.R.S. Employee Identification No.)
                               _________________

                             6801 Rockledge Drive
                           Bethesda, Maryland 20817
                                (301) 897-6000
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
                               _________________

                          Lockheed Martin Corporation
       Divested Business Deferred Management Incentive Compensation Plan
                           (Full title of the plan)
                               _________________

                           Marian S. Block, Esquire
                 Vice President and Associate General Counsel
                          Lockheed Martin Corporation
                             6801 Rockledge Drive
                           Bethesda, Maryland  20817
                                (301) 897-6000

(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                               _________________
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
        Title of              Maximum         Proposed Maximum       Proposed Maximum
     Securities to            Amount to be       Offering Price       Aggregate Offering        Amount of
     be Registered            Registered(1)       per share(2)            Price(2)          Registration Fee(2)
---------------------------------------------------------------------------------------------------------------
Deferred Compensation         $40,000,000             100%              $40,000,000                 $10,560
Payment Obligations (2)
---------------------------------------------------------------------------------------------------------------
(1)   Estimated solely for the purposes of determining the registration fee
under Rule 457(h) promulgated under the Securities Act of 1933, as amended.
This Registration Statement also covers an indeterminable number of additional
securities that may be issued as a result of an adjustment in the Deferred
Compensation Payment Obligations in the event of a stock split, stock dividend
or similar capital adjustment, as required by the Plan.

     (2)  The Deferred Compensation Payment Obligations are unsecured
obligations of Lockheed Martin Corporation to pay deferred compensation in the
future in accordance with the terms of the Lockheed Martin Corporation Divested
Business Deferred Management Incentive Compensation Plan (the "Plan"). Some
Participants in the Plan have previously elected to have compensation deferred
treated as if such amount had been used to purchase Lockheed Martin Corporation
common stock under another employee benefit plan. For purposes of this
registration statement, this investment option is referred to as Reference
Units. The Reference Units will accrue earnings or losses on deferred
compensation payment obligations based on the performance of Lockheed Martin
Corporation common stock. No additional consideration will be paid for the
Reference Units.

================================================================================
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing information specified in Part I of Form S-8 will
be sent or given to employees eligible to participate in the Plan as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended. These documents and
the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

               ITEM 3. Incorporation of Documents by Reference.

                               ________________

     The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof:

     (a)  The Registrant's Annual Report on Form 10-K for the year ended
     December 31, 1998 filed with the Commission on March 22, 1999;

     (b)  The description of the Registrant's Common Stock contained in the
     Registrant's Registration Statement on Form 8-B filed with the Commission
     pursuant to Section 12 of the Securities Exchange Act of 1934 (the
     "Exchange Act") (as amended on Form 8-B/A filed on March 9, 1995), and any
     amendment or report filed for the purpose of updating such description;

     (c)  The Registrant's Current Report on Form 8-K filed with the Commission
     on April 21, 1999;

     (d)  The Registrant's Quarterly Report on Form 10-Q for the Quarter Ended
     March 31, 1999 filed with the Commission on May 17, 1999;

     (e)  The Registrant's Current Report on Form 8-K filed with the Commission
     on June 9, 1999;

     (f)  The Registrant's Current Report on Form 8-K filed with the Commission
     on June 14, 1999;

     (g)  The Registrant's Current Report on Form 8-K filed with the Commission
     on June 24, 1999;

     (h)  The Registrant's Current Report on Form 8-K filed with the Commission
     on June 28, 1999;

     (i)  The Registrant's Current Report on Form 8-K filed with the Commission
     on July 22, 1999;

     (j)  The Registrant's Quarterly Report on Form 10-Q for the Quarter Ended
     June 30, 1999 filed with the Commission on August 9, 1999;

     (k)  The Registrant's Current Report on Form 8-K filed with the Commission
     on September 7, 1999;

     (l)  The Registrant's Current Reports on Form 8-K filed with the Commission
     on September 16, 1999;

     (m)  The Registrant's Current Report on Form 8-K filed with the Commission
     on September 20, 1999;
(n)  The Registrant's Current Report on Form 8-K filed with the Commission
     on October 4, 1999;

     (o)  The Registrant's Current Report on Form 8-K filed with the Commission
     on October 27, 1999;

     (p)  The Registrant's Current Report on Form 8-K filed with the Commission
     on October 29, 1999 (as amended on Form 8-K/A filed on November 2, 1999);

     (q)  The Registrant's Quarterly Report on Form 10-Q for the Quarter Ended
     September 30, 1999 filed with the Commission on November 12, 1999;

     (r)  The Registrant's Current Report on Form 8-K filed with the Commission
     on November 22, 1999;

     (s)  The Registrant's Registration Statement on Form S-3 (File No. 333-
     71409) filed with the Commission on January 29, 1999 and Prospectus
     Supplements filed pursuant to Rule 424(b) of Regulation C on November 11,
     1999 and November 19, 1999.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such documents.

                      ITEM 4. Description of Securities.

                               ________________

     Under the Lockheed Martin Corporation Divested Business Deferred Management
Incentive Compensation Plan (the "Plan"), Lockheed Martin Corporation (the
"Corporation") will provide eligible employees (who currently participate in the
Lockheed Martin Corporation Deferred Management Incentive Compensation Plan
("DMICP") and who work in a business unit that has been identified as a possible
divestiture candidate) the opportunity to continue to defer a specified portion
his or her account balance in the DMICP. The obligation of the Corporation to
distribute the compensation deferred, together with earnings (or losses), if
any, (the "Deferred Compensation Payment Obligations") will be unsecured general
obligations of the Corporation to pay the deferred compensation in the future in
accordance with the terms of the Plan, and will rank pari passu with other
unsecured general obligations of the Corporation.

     Under the Plan, participants may elect to continue to invest deferred
compensation in a manner such that the amount deferred will be treated as if
such amount had been used to purchase shares of the Registrant's Common Stock.
This is, however, only a bookkeeping entry and not an actual purchase of the
Registrant's Common Stock.  For purposes of this Registration Statement, these
investments are referred to as Reference Units. The value of Reference Units
will fluctuate based on changes in the value of Lockheed Martin Corporation
Common Stock.  To the extent that dividends are paid on Lockheed Martin
Corporation Common Stock, a like amount will be added to the participant's
account and reinvested in Reference Units.  This right to accrue earnings (or
losses) based on the fluctuations in the value of Lockheed Martin Corporation
Common Stock may be deemed to be a "security" under the Securities Act of 1933
and, as such, is being registered on this Registration Statement on Form S-8.

                ITEM 5. Interests of Named Experts and Counsel.

                         ____________________________
The Opinions of Counsel as to the legality of the securities being issued
and as to compliance with the requirements of ERISA have been rendered by
counsel who are full-time employees of the Registrant. Counsel rendering such
opinions are eligible to participate in the Plan if their business unit is
selected as a possible candidate for divestiture under the terms of the Plan.

              ITEM 6. Indemnification of Directors and Officers.

                      _________________

     The Maryland General Corporation Law authorizes Maryland corporations to
limit the liability of directors and officers to the corporation or its
stockholders for money damages, except (a) to the extent that it is proved that
the person actually received an improper benefit or profit in money, property or
services, for the amount of the benefit or profit in money, property or services
actually received, (b) to the extent that a judgment or other final adjudication
adverse to the person is entered in a proceeding based on a finding that the
person's action or failure to act was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated in the proceeding
or (c) in respect of certain other actions not applicable to the Registrant.
Under the Maryland General Corporation Law, unless limited by charter,
indemnification is mandatory if a director or an officer has been successful on
the merits or otherwise in the defense of any proceeding by reason of his or her
service as a director unless such indemnification is not otherwise permitted as
described in the following sentence. Indemnification is permissive unless it is
established that (a) the act or omission of the director was material to the
matter giving rise to the proceeding and was committed in bad faith or was the
result of active and deliberate dishonesty, (b) the director actually received
an improper personal benefit in money, property or services or (c) in the case
of any criminal proceeding, the director had reasonable cause to believe his or
her act or omission was unlawful.  In addition to the foregoing, a court of
appropriate jurisdiction may under certain circumstances order indemnification
if it determines that the director or officer is fairly and reasonably entitled
to indemnification in view of all the relevant circumstances, whether or not the
director or officer has met the standards of conduct set forth in the preceding
sentence or has been adjudged liable on the basis that a personal benefit was
improperly received in a proceeding charging improper personal benefit to the
director or officer.  If the proceeding was an action by or in the right of the
corporation or involved a determination that the director or officer received an
improper personal benefit, however, no indemnification may be made if the
individual is adjudged liable to the corporation, except to the extent of
expenses approved by a court of competent jurisdiction.

     Article XI of the charter of the Registrant limits the liability of
directors and officers to the fullest extent permitted by the Maryland General
Corporation Law.  Article XI of the charter of the Registrant also authorizes
the Registrant to adopt by-laws or resolutions to provide for the
indemnification of directors and officers.  Article VI of the By-laws of the
Registrant provides for the indemnification of the Registrant's directors and
officers to the fullest extent permitted by the Maryland General Corporation
Law.  In addition, the Registrant's directors and officers are covered by
certain insurance policies maintained by the Registrant.

                 ITEM 7. Exemption from Registration Claimed.

                         _________________

     Not Applicable
ITEM 8. Exhibits.

                               ________________

     4     Lockheed Martin Corporation Divested Business Deferred Management
           Incentive Compensation Plan.

     5-A   Opinion of Broc Romanek, Esquire.

     5-B   Opinion of Marian S. Block, Esquire.

     23-A  Consent of Ernst & Young LLP, Independent Auditors.

     23-B  Consent of Broc Romanek, Esquire (contained in Exhibit 5-A hereof).

     23-C  Consent of Marian S. Block, Esquire (contained in Exhibit 5-B
           hereof).

     24    Powers of Attorney.

                             ITEM 9. Undertakings.

                               ________________

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
          made, a post-effective amendment to this registration statement:

               (i)    To include any prospectus required by section 10(a)(3) of
               the Securities Act of 1933;

               (ii)   To reflect in the prospectus any facts or events arising
               after the effective date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the registration statement;

               (iii)  To include any material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

               Provided, however, that subparagraphs (1)(i) and (1)(ii) do not
               apply if the information required to be included in a post-
               effective amendment by those paragraphs is contained in periodic
               reports filed with or furnished to the Commission by the
               Registrant pursuant to section 13 or section 15(d) of the
               Securities Exchange Act of 1934 that are incorporated by
               reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.
(b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bethesda, State of Maryland.

                                    LOCKHEED MARTIN CORPORATION

Date: December 6, 1999              /s/ Marian S. Block
                                    -------------------
                                    By:  Marian S. Block
                                    Vice President and Associate General Counsel

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the date indicated.

          Signature                Title                      Date
          ---------                -----                      ----

               *                   Chairman and Chief         December 6, 1999
     ------------------------
          Vance D. Coffman         Executive  Officer
                                   (Principal Executive
                                   Officer)

               *                   Executive Vice President   December 6, 1999
     ------------------------
          Robert J. Stevens        and  Chief Financial
                                   Officer (Principal
                                   Financial Officer)

               *                   Vice President and         December 6, 1999
     ------------------------
       Christopher E. Kubasik      Controller (Principal
                                   Accounting Officer)

The registration statement also has been signed on the date indicated by the
following directors, who constitute a majority of the Board of Directors:

     Norman R. Augustine*          Caleb B. Hurtt*
     Marcus C. Bennett*            Gwendolyn S. King*
     Lynne V. Cheney*              Eugene F. Murphy*
     Vance D. Coffman*             Frank Savage*
     Houston I. Flournoy*          James F. Gibbons*
     Carlisle A.H. Trost*          James R. Ukropina*
     Edward E. Hood, Jr.*          Douglas C. Yearley*

By:  /s/ Marian S. Block
------------------------
*Marian S. Block                   December 6, 1999
(Attorney-in-fact**)

**By authority of Powers of Attorney filed with this Registration Statement on
Form S-8.
EXHIBIT INDEX

Exhibit
Number    Description
------    -----------

4         Lockheed Martin Corporation Divested Business Deferred Management
          Incentive Compensation Plan.

5-A       Opinion of Broc Romanek, Esquire.

5-B       Opinion of Marian S. Block, Esquire.

23-A      Consent of Ernst & Young LLP, Independent Auditors.

23-B      Consent of Broc Romanek, Esquire (contained in Exhibit 5-A hereof).

23-C      Consent of Marian S. Block, Esquire (contained in Exhibit 5-B
          hereof).

24        Powers of Attorney.