<PAGE>
 
     As filed with the Securities and Exchange Commission on May 16, 1997
                                                        Registration No. 33-
--------------------------------------------------------------------------------
                       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
                      Directors Deferred Compensation Plan
                            (Full title of the plan)

                              --------------------

                           Stephen M. Piper, 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
                                           maximum      maximum
Title of securities           Amount to   offering     aggregate    Amount of
                                 be         price      offering    registration 
to be registered             registered   per share    price(1)        fee
--------------------------------------------------------------------------------
<S>                           <C>              <C>     <C>            <C> 
Deferred Compensation
  Payment Obligations
   (2)(3)                     $9,137,500       100%    $9,137,500     $2,770
--------------------------------------------------------------------------------
</TABLE> 
(1) Estimated solely for the purposes of determining the registration fee.

(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 Supplemental
    Savings Plan (the "Plan").

(3) Participants in the Plan may elect to have compensation deferred treated as
    if such amount had been used to purchase Lockheed Martin Corporation Common
    Stock.  For purposes of this Registration Statement, this investment option
    is referred to as Stock Units.  The Stock 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 Stock 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 directors eligible to participate in the Lockheed Martin
Corporation Directors Deferred Compensation Plan as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act").  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.
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

       The following documents (or portions thereof) 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 fiscal year
ended December 31, 1996 filed with the Commission on March 14, 1997;

         (b) The description of the Registrant's Common Stock contained in the
Registration Statement in Form 8-B/A filed with the Commission on March 9, 1995;
and

         (c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997 filed with the Commission on May 9, 1997.

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

       Deferred Compensation Payment Obligations

       Under the Lockheed Martin Directors Deferred Compensation Plan (the
"Plan"), Lockheed Martin Corporation (the "Registrant") will provide non-
employee directors the opportunity to defer a specified portion of their fees
payable for services as a director.  The obligation of the Registrant to
distribute the

                                      -1-

<PAGE>
 
compensation deferred, as adjusted by earnings or losses, if any, (the "Deferred
Compensation Payment Obligation") will be an unsecured general obligation of the
Registrant 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 Registrant.  Distribution will be in cash.

Stock Units

       Under the Plan, participants may elect to invest deferred compensation in
a manner such that the amount deferred will be treated as if that 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 "Stock Units."  The value of Stock 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 Stock
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 and, as such, is being registered on this
Registration Statement on Form S-8.


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. Counsel rendering such opinion is not 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

                                      -2-

<PAGE>
 
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 or officer 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 or officer 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 or officer actually received
an improper personal benefit in money, property or services or (c) in the case
of any criminal proceeding, the director or officer 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 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 Stephen M. Piper, Esquire.

  23-A.  Consent of Ernst & Young LLP.

                                      -3-

<PAGE>
 
  23-B.  Consent of Stephen M. Piper, Esquire (contained in Exhibit 5 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 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

                                      -4-

<PAGE>
 
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.

                                      -5-

<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 the date indicated
below.

                          LOCKHEED MARTIN CORPORATION

Date:  May 16, 1997                 By:/s/ Stephen M. Piper
                                     -----------------------------
                                     Stephen M. Piper
                                     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.
<TABLE>
<CAPTION>
                 Signature             Title              Date
            --------------------  ----------------  -----------------
     <S>                           <C>              <C>
 
     /s/ Norman R. Augustine       Chief Executive  February 27, 1997
     --------------------------    Officer and  
         Norman R. Augustine*      Director    
 
     /s/ Marcus C. Bennett         Chief Financial   February 27, 1997
     --------------------------    Officer and
         Marcus C. Bennett*        Director     
                                          
     /s/ Robert E. Rulon           Chief Accounting  February 27, 1997
     --------------------------    Officer
         Robert E. Rulon*                

     /s/ Lynn V. Cheney            Director          February 27, 1997
     --------------------------
         Lynn V. Cheney*
 
     /s/ Vance D. Coffman          Director          February 27, 1997
     --------------------------
         Vance D. Coffman*
 
     /s/ Houston I. Flournoy       Director          February 27, 1997
     --------------------------
         Houston I. Flournoy*
 
     /s/ James F. Gibbons          Director          February 27, 1997
     --------------------------
         James F. Gibbons*
</TABLE>

                                      -6-
<PAGE>
 
<TABLE> 
<CAPTION> 


            Signature             Title             Date
            ---------             -----             ----
     <S>                          <C>               <C> 
     /s/ Edward E. Hood, Jr.      Director          February 27, 1997
     -----------------------
         Edward E. Hood, Jr.*
 
     /s/ Caleb B. Hurtt           Director          February 27, 1997
     -----------------------
         Caleb B. Hurtt*
 
     /s/ Gwendolyn S. King        Director          February 27, 1997
     -----------------------
         Gwendolyn S. King*
 
     /s/ Vincent N. Marafino      Director          February 27, 1997
     -----------------------
         Vincent N. Marafino*
 
     /s/ Eugene F. Murphy         Director          February 27, 1997
     -----------------------
         Eugene F. Murphy*
 
     /s/ Allen E. Murray          Director          February 27, 1997
     -----------------------
         Allen E. Murray*
 
     /s/ Frank Savage             Director          February 27, 1997
     -----------------------
         Frank Savage*
 
     /s/ Daniel M. Tellep         Director          February 27, 1997
     -----------------------
         Daniel M. Tellep*
 
     /s/ Carlisle A.H. Trost      Director          February 27, 1997
     -----------------------
         Carlisle A.H. Trost*
 
     /s/ James R. Ukropina        Director          February 27, 1997
     -----------------------
         James R. Ukropina*
 
     /s/ Douglas C. Yearley       Director          February 27, 1997
     -----------------------
         Douglas C. Yearley*
</TABLE>


                    *By:/s/ Stephen M. Piper       May 16, 1997
                        --------------------                          
             (Stephen M. Piper, Attorney-in-fact**)


     ---------------------

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

                                      -7-
<PAGE>
 
<TABLE> 
<CAPTION> 


                                 EXHIBIT INDEX


     Exhibit                                                       Page
     Number                   Description                           No.
     ------                   -----------                          ----
      <S>          <C> 
         5.        Opinion of Stephen M. Piper, Esquire.

      23-A.        Consent of Ernst & Young LLP.

      23-B.        Consent of Stephen M. Piper, Esquire
                   (contained in Exhibit 5 hereof).

        24.        Powers of Attorney.

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20146}]
{"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": "333-27309", "film-number": "97610751"}, "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 May 16, 1997
                                                        Registration No. 33-
--------------------------------------------------------------------------------
                       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
                      Directors Deferred Compensation Plan
                            (Full title of the plan)

                              --------------------

                           Stephen M. Piper, 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
                                           maximum      maximum
Title of securities           Amount to   offering     aggregate    Amount of
                                 be         price      offering    registration 
to be registered             registered   per share    price(1)        fee
--------------------------------------------------------------------------------
Deferred Compensation
  Payment Obligations
   (2)(3)                     $9,137,500       100%    $9,137,500     $2,770
--------------------------------------------------------------------------------
(1) Estimated solely for the purposes of determining the registration fee.

(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 Supplemental
    Savings Plan (the "Plan").

(3) Participants in the Plan may elect to have compensation deferred treated as
    if such amount had been used to purchase Lockheed Martin Corporation Common
    Stock.  For purposes of this Registration Statement, this investment option
    is referred to as Stock Units.  The Stock 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 Stock 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 directors eligible to participate in the Lockheed Martin
Corporation Directors Deferred Compensation Plan as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act").  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.
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

       The following documents (or portions thereof) 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 fiscal year
ended December 31, 1996 filed with the Commission on March 14, 1997;

         (b) The description of the Registrant's Common Stock contained in the
Registration Statement in Form 8-B/A filed with the Commission on March 9, 1995;
and

         (c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997 filed with the Commission on May 9, 1997.

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

       Deferred Compensation Payment Obligations

       Under the Lockheed Martin Directors Deferred Compensation Plan (the
"Plan"), Lockheed Martin Corporation (the "Registrant") will provide non-
employee directors the opportunity to defer a specified portion of their fees
payable for services as a director.  The obligation of the Registrant to
distribute the

                                      -1-
compensation deferred, as adjusted by earnings or losses, if any, (the "Deferred
Compensation Payment Obligation") will be an unsecured general obligation of the
Registrant 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 Registrant.  Distribution will be in cash.

Stock Units

       Under the Plan, participants may elect to invest deferred compensation in
a manner such that the amount deferred will be treated as if that 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 "Stock Units."  The value of Stock 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 Stock
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 and, as such, is being registered on this
Registration Statement on Form S-8.

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. Counsel rendering such opinion is not 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

                                      -2-
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 or officer 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 or officer 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 or officer actually received
an improper personal benefit in money, property or services or (c) in the case
of any criminal proceeding, the director or officer 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 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 Stephen M. Piper, Esquire.

  23-A.  Consent of Ernst & Young LLP.

                                      -3-
23-B.  Consent of Stephen M. Piper, Esquire (contained in Exhibit 5 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 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

                                      -4-
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.

                                      -5-
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 the date indicated
below.

                          LOCKHEED MARTIN CORPORATION

Date:  May 16, 1997                 By:/s/ Stephen M. Piper
                                     -----------------------------
                                     Stephen M. Piper
                                     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.
Signature             Title              Date
            --------------------  ----------------  -----------------
/s/ Norman R. Augustine       Chief Executive  February 27, 1997
     --------------------------    Officer and  
         Norman R. Augustine*      Director    
 
     /s/ Marcus C. Bennett         Chief Financial   February 27, 1997
     --------------------------    Officer and
         Marcus C. Bennett*        Director     
                                          
     /s/ Robert E. Rulon           Chief Accounting  February 27, 1997
     --------------------------    Officer
         Robert E. Rulon*                

     /s/ Lynn V. Cheney            Director          February 27, 1997
     --------------------------
         Lynn V. Cheney*
 
     /s/ Vance D. Coffman          Director          February 27, 1997
     --------------------------
         Vance D. Coffman*
 
     /s/ Houston I. Flournoy       Director          February 27, 1997
     --------------------------
         Houston I. Flournoy*
 
     /s/ James F. Gibbons          Director          February 27, 1997
     --------------------------
         James F. Gibbons*
-6-
Signature             Title             Date
            ---------             -----             ----
/s/ Edward E. Hood, Jr.      Director          February 27, 1997
     -----------------------
         Edward E. Hood, Jr.*
 
     /s/ Caleb B. Hurtt           Director          February 27, 1997
     -----------------------
         Caleb B. Hurtt*
 
     /s/ Gwendolyn S. King        Director          February 27, 1997
     -----------------------
         Gwendolyn S. King*
 
     /s/ Vincent N. Marafino      Director          February 27, 1997
     -----------------------
         Vincent N. Marafino*
 
     /s/ Eugene F. Murphy         Director          February 27, 1997
     -----------------------
         Eugene F. Murphy*
 
     /s/ Allen E. Murray          Director          February 27, 1997
     -----------------------
         Allen E. Murray*
 
     /s/ Frank Savage             Director          February 27, 1997
     -----------------------
         Frank Savage*
 
     /s/ Daniel M. Tellep         Director          February 27, 1997
     -----------------------
         Daniel M. Tellep*
 
     /s/ Carlisle A.H. Trost      Director          February 27, 1997
     -----------------------
         Carlisle A.H. Trost*
 
     /s/ James R. Ukropina        Director          February 27, 1997
     -----------------------
         James R. Ukropina*
 
     /s/ Douglas C. Yearley       Director          February 27, 1997
     -----------------------
         Douglas C. Yearley*
*By:/s/ Stephen M. Piper       May 16, 1997
                        --------------------                          
             (Stephen M. Piper, Attorney-in-fact**)

     ---------------------

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

                                      -7-
EXHIBIT INDEX

     Exhibit                                                       Page
     Number                   Description                           No.
     ------                   -----------                          ----
5.        Opinion of Stephen M. Piper, Esquire.

      23-A.        Consent of Ernst & Young LLP.

      23-B.        Consent of Stephen M. Piper, Esquire
                   (contained in Exhibit 5 hereof).

        24.        Powers of Attorney.