<PAGE>
 
       As filed with the Securities and Exchange Commission on December 18, 1998
                                                      Registration No. 333-_____
--------------------------------------------------------------------------------

                                 UNITED STATES
                       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                                       52-1893632
 (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)   


                              6801 Rockledge Drive
                           Bethesda, Maryland  20817
                    (Address of principal executive offices)

                        Lockheed Martin Corporation 1995
                         Omnibus Performance Award Plan
                            (Full title of the plan)

                            Marian S. Block, Esquire
               Associate General Counsel and Assistant Secretary
                          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
<TABLE>
<CAPTION> 
                                           Proposed          Proposed              Amount
                                           maximum           maximum               of
Title of securities       Amount to be     offering price    aggregate             registration
to be registered          registered       per share (1)     offering price(1)     fee
-----------------------------------------------------------------------------------------------
<S>                     <C>               <C>               <C>                 <C>           
Common Stock,
par value $1.00
per share                   8,500,000         $93.63          $795,855,000             $221,250
-----------------------------------------------------------------------------------------------
</TABLE>
(1)  Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 based on the average of the high and low sales
prices per share of the Common Stock on December 15, 1998.
<PAGE>
 
                                    PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 

         The following documents filed by Lockheed Martin Corporation (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, 1997, filed with the Commission on March 19, 1998;

        (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, as amended (the
"Exchange Act"), (as amended on Form 8-B/A filed 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 November 17, 1998;

        (d)  The Registrant's Current Report on Form 8-K filed with the
Commission on October 27, 1998;

        (e)  The Registrant's Current Report on Form 8-K filed with the
Commission on September 21, 1998, as amended on Form 8-K/A filed September 25,
1998;

        (f)  The Registrant's Current Report on Form 8-K filed with the
Commission on July 17, 1998;

        (g)  The Registrant's Current Report on Form 8-K filed with the
Commission on January 21, 1998;

        (h)  The Registrant's Quarterly Report for the quarter ended March 31,
1998, filed with the Commission on May 8, 1998;

        (i)  The Registrant's Quarterly Report for the quarter ended June 30,
1998, filed with the Commission on August 14, 1998; and

        (j)  The Registrant's Quarterly Report for the quarter ended September
30, 1998, filed with the Commission on November 2, 1998.

        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 
<PAGE>
 
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.
         --------------------------

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

         The Opinion of Counsel as to the legality of the securities being
issued (constituting Exhibit 5) has been rendered by counsel who is a full-time
employee of the Registrant and who, as such, is eligible to participate in 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 
<PAGE>
 
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.
         -------- 

      5. Opinion of Marian S. Block, Esquire.

      23(a). Consent of Ernst & Young LLP, Independent Auditors.
      23(b). Consent of Marian S. Block, Esquire (included in Exhibit 5).

      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 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.
<PAGE>
 
     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold a 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 County of Montgomery, State of Maryland on December 18, 1998.

                                    LOCKHEED MARTIN CORPORATION


                                    By: /s/Marian S. Block
                                       -----------------------------
                                       Marian S. Block
                                       Associate General Counsel and
                                       Assistant Secretary


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

/s/Vance C. Coffman            Chairman and Chief         December 18, 1998
----------------------         Executive Officer 
Vance D. Coffman/*/                       


/s/Marcus C. Bennett           Executive Vice President   December 18, 1998
----------------------         Chief Financial Officer  
Marcus C. Bennett/*/           and Director           
              

/s/Todd J. Kallman             Chief Accounting Officer   December 18, 1998
----------------------  
Todd J. Kallman/*/


/s/Norman R. Augustine         Director                   December 18, 1998
----------------------                                                      
Norman R. Augustine/*/


/s/Houston I. Flournoy         Director                   December 18, 1998
----------------------                                                     
Houston I. Flournoy/*/


/s/James F. Gibbons            Director                   December 18, 1998
---------------------- 
James F. Gibbons/*/


/s/Edward E. Hood, Jr.         Director                   December 18, 1998
----------------------                                                     
Edward E. Hood, Jr./*/
<PAGE>
 
/s/Caleb B. Hurtt              Director                   December 18, 1998
----------------------  
Caleb B. Hurtt/*/


/s/Gwendolyn S. King           Director                   December 18, 1998
----------------------                                                         
Gwendolyn S. King/*/


/s/Vincent N. Marafino         Director                   December 18, 1998
----------------------                                                     
Vincent N. Marafino/*/


/s/Eugene F. Murphy            Director                   December 18, 1998
----------------------                                                         
Eugene F. Murphy/*/


/s/Allen E. Murray             Director                   December 18, 1998
----------------------
Allen E. Murray/*/


/s/Peter B. Teets              Director                   December 18, 1998
---------------------- 
Peter B. Teets/*/


/s/Carlisle A.H. Trost         Director                   December 18, 1998
-----------------------                                                      
Carlisle A. H. Trost/*/


/s/James R. Ukropina           Director                   December 18, 1998
-----------------------                                                        
James R. Ukropina/*/


/s/Douglas C. Yearley          Director                   December 18, 1998
-----------------------                                                       
Douglas C. Yearley/*/


     *By: /s/Marian S. Block
         -----------------------------------
         Marian S. Block, Attorney in fact**

______________________________

**By authority of Powers of Attorney filed with this Registration Statement on
Form S-8.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 DTD 12/15/98", "secsgml_size_bytes": 16807}]
{"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": "333-69295", "film-number": "98772452"}, "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 18, 1998
                                                      Registration No. 333-_____
--------------------------------------------------------------------------------

                                 UNITED STATES
                       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                                       52-1893632
 (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)   

                              6801 Rockledge Drive
                           Bethesda, Maryland  20817
                    (Address of principal executive offices)

                        Lockheed Martin Corporation 1995
                         Omnibus Performance Award Plan
                            (Full title of the plan)

                            Marian S. Block, Esquire
               Associate General Counsel and Assistant Secretary
                          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
Proposed          Proposed              Amount
                                           maximum           maximum               of
Title of securities       Amount to be     offering price    aggregate             registration
to be registered          registered       per share (1)     offering price(1)     fee
-----------------------------------------------------------------------------------------------
Common Stock,
par value $1.00
per share                   8,500,000         $93.63          $795,855,000             $221,250
-----------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 based on the average of the high and low sales
prices per share of the Common Stock on December 15, 1998.
PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 

         The following documents filed by Lockheed Martin Corporation (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, 1997, filed with the Commission on March 19, 1998;

        (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, as amended (the
"Exchange Act"), (as amended on Form 8-B/A filed 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 November 17, 1998;

        (d)  The Registrant's Current Report on Form 8-K filed with the
Commission on October 27, 1998;

        (e)  The Registrant's Current Report on Form 8-K filed with the
Commission on September 21, 1998, as amended on Form 8-K/A filed September 25,
1998;

        (f)  The Registrant's Current Report on Form 8-K filed with the
Commission on July 17, 1998;

        (g)  The Registrant's Current Report on Form 8-K filed with the
Commission on January 21, 1998;

        (h)  The Registrant's Quarterly Report for the quarter ended March 31,
1998, filed with the Commission on May 8, 1998;

        (i)  The Registrant's Quarterly Report for the quarter ended June 30,
1998, filed with the Commission on August 14, 1998; and

        (j)  The Registrant's Quarterly Report for the quarter ended September
30, 1998, filed with the Commission on November 2, 1998.

        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.
         --------------------------

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

         The Opinion of Counsel as to the legality of the securities being
issued (constituting Exhibit 5) has been rendered by counsel who is a full-time
employee of the Registrant and who, as such, is eligible to participate in 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.
         -------- 

      5. Opinion of Marian S. Block, Esquire.

      23(a). Consent of Ernst & Young LLP, Independent Auditors.
      23(b). Consent of Marian S. Block, Esquire (included in Exhibit 5).

      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 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 a 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 County of Montgomery, State of Maryland on December 18, 1998.

                                    LOCKHEED MARTIN CORPORATION

                                    By: /s/Marian S. Block
                                       -----------------------------
                                       Marian S. Block
                                       Associate General Counsel and
                                       Assistant Secretary

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

/s/Vance C. Coffman            Chairman and Chief         December 18, 1998
----------------------         Executive Officer 
Vance D. Coffman/*/                       

/s/Marcus C. Bennett           Executive Vice President   December 18, 1998
----------------------         Chief Financial Officer  
Marcus C. Bennett/*/           and Director           
              

/s/Todd J. Kallman             Chief Accounting Officer   December 18, 1998
----------------------  
Todd J. Kallman/*/

/s/Norman R. Augustine         Director                   December 18, 1998
----------------------                                                      
Norman R. Augustine/*/

/s/Houston I. Flournoy         Director                   December 18, 1998
----------------------                                                     
Houston I. Flournoy/*/

/s/James F. Gibbons            Director                   December 18, 1998
---------------------- 
James F. Gibbons/*/

/s/Edward E. Hood, Jr.         Director                   December 18, 1998
----------------------                                                     
Edward E. Hood, Jr./*/
/s/Caleb B. Hurtt              Director                   December 18, 1998
----------------------  
Caleb B. Hurtt/*/

/s/Gwendolyn S. King           Director                   December 18, 1998
----------------------                                                         
Gwendolyn S. King/*/

/s/Vincent N. Marafino         Director                   December 18, 1998
----------------------                                                     
Vincent N. Marafino/*/

/s/Eugene F. Murphy            Director                   December 18, 1998
----------------------                                                         
Eugene F. Murphy/*/

/s/Allen E. Murray             Director                   December 18, 1998
----------------------
Allen E. Murray/*/

/s/Peter B. Teets              Director                   December 18, 1998
---------------------- 
Peter B. Teets/*/

/s/Carlisle A.H. Trost         Director                   December 18, 1998
-----------------------                                                      
Carlisle A. H. Trost/*/

/s/James R. Ukropina           Director                   December 18, 1998
-----------------------                                                        
James R. Ukropina/*/

/s/Douglas C. Yearley          Director                   December 18, 1998
-----------------------                                                       
Douglas C. Yearley/*/

     *By: /s/Marian S. Block
         -----------------------------------
         Marian S. Block, Attorney in fact**

______________________________

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