<PAGE>
 
   As filed with the Securities and Exchange Commission on October 3, 1995.
                                                       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 of             (I.R.S. Employer Identification No.)
incorporation or organization)


                             6801 ROCKLEDGE DRIVE
                           BETHESDA, MARYLAND 20817
                   (Address of principal executive offices)

                             ____________________

                          LOCKHEED MARTIN CORPORATION
                DEFERRED MANAGEMENT INCENTIVE COMPENSATION PLAN
                           (Full title of the plan)
                             ____________________

                           STEPHEN M. PIPER, ESQUIRE
                           ASSISTANT 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

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                      PROPOSED             PROPOSED        
                                                      MAXIMUM              MAXIMUM         
       TITLE OF SECURITIES         AMOUNT TO BE    OFFERING PRICE          AGGREGATE            AMOUNT OF
        TO BE REGISTERED            REGISTERED        PER SHARE        OFFERING PRICE(1)     REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------

<S>                                <C>             <C>                 <C>                   <C>
DEFERRED COMPENSATION                                                                
  PAYMENT OBLIGATIONS (2)(3)        $40,000,000         100%              $40,000,000              $13,796

- -------------------------------------------------------------------------------------------------------------------
</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
         DEFERRED MANAGEMENT INCENTIVE COMPENSATION 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 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, Martin Marietta
Corporation and Lockheed Corporation 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, 1994 filed with the Commission on May 10, 1995 pursuant to
Rule 15d-2 promulgated by the Commission under Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act");

          (b)  The Registrant's Proxy Statement/Prospectus filed pursuant to
Registration Statement No. 33-57645 on Form S-4 filed with the Commission on
February 9, 1995;

          (c) Martin Marietta Corporation's Annual Report on Form 10-K for the
year ended December 31, 1994;

          (d) Lockheed Corporation's Annual Report on Form 10-K for the year
ended December 25, 1994;

          (e)  The Registrant's Quarterly Report on Form 10-Q filed with the
Commission on May 15, 1995;

          (f)  The Registrant's Quarterly Report on Form 10-Q filed with the
Commission on August 11, 1995, as amended on Form 10-Q/A filed with the
Commission on September 27, 1995;

                                     - 1 -
<PAGE>
 
          (g)  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;

          (h)  The Registrant's Current Report on Form 8-K filed with the
Commission on March 15, 1995.

          (i)  The Registrant's Current Report on Form 8-K filed with the
Commission on March 23, 1995;

          (j)  The Registrant's Current Report on Form 8-K filed with the
Commission on May 4, 1995;

          (k)  The Registrant's Current Report on Form 8-K filed with the
Commission on May 24, 1995;

          (l)  The Registrant's Current Report on Form 8-K filed with the
Commission on October 2, 1995;

          (m)  Current Reports on Form 8-K filed by Martin Marietta Corporation 
on February 13, 1995, February 17, 1995 and March 23, 1995; and

          (n)  Current Reports on Form 8-K filed by Lockheed Corporation on 
February 21, 1995 and March 23, 1995.

     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 Deferred Management Incentive Compensation Plan
(the "Plan"), Lockheed Martin Corporation (the "Corporation") will provide
eligible employees the opportunity to defer a specified portion of their
incentive compensation. 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 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

                                     - 2 -
<PAGE>
 
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 Opinion of Counsel as to the legality of the securities being issued
(constituting Exhibit 5-A) has been rendered by counsel who is a full-time
employee of the Registrant. The Opinion of Counsel as to compliance with the
requirements of ERISA (constituting Exhibit 5-B) has been rendered by counsel
who is a full-time employee of the Registrant. Counsel rendering such opinions
are 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

                                     - 3 -
<PAGE>
 
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 Deferred Management Incentive Compensation
          Plan.

   5-A.   Opinion of Stephen M. Piper, Esquire.

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

  23-A.   Consent of Ernst & Young LLP.

  23-B.   Consent of Stephen M. Piper, 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:

                                     - 4 -
<PAGE>
 
               (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
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

                                     - 5 -
<PAGE>
 
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.

                                     - 6 -
<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:  October 3, 1995                       By:  /s/ Frank H. Menaker, Jr.
                                                      ---------------------
                                                      Frank H. Menaker, Jr.
                                                      Vice President and
                                                        General Counsel


     Pursuant to the requirements of the Securities Exchange 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/  Daniel M. Tellep               Chairman of the           September 28, 1995
     ----------------      
     Daniel M. Tellep*              Board, Chief
                                    Executive Officer
                                    and Director
 
/s/  Marcus C. Bennett              Senior Vice               September 28, 1995
     -----------------    
     Marcus C. Bennett*             President, Chief
                                    Financial Officer
                                    and Director
 
/s/  Robert E. Rulon                Controller and Chief      September 28, 1995
     ---------------         
     Robert E. Rulon*               Accounting Officer
 
/s/  Norman R. Augustine            Director                  September 28, 1995
     -------------------  
     Norman R. Augustine*
 
/s/  Lynne V. Cheney                Director                  September 28, 1995
     ---------------        
     Lynne V. Cheney*
 
/s/  A. James Clark                 Director                  September 28, 1995
     --------------         
     A. James Clark*
</TABLE>

                                     - 7 -
<PAGE>
 
<TABLE>
<CAPTION> 
     Signature                      Title                       Date
     ---------                      -----                       ----

<S>                                 <C>                       <C>
/s/  Edwin I. Colodny               Director                  September 28, 1995
     ----------------
     Edwin I. Colodny*
 
/s/  Lodwrick M. Cook               Director                  September 28, 1995
     ----------------
     Lodwrick M. Cook*
 
/s/  James L. Everett, III          Director                  September 28, 1995
     ---------------------
     James L. Everett, III*
 
/s/  Houston I. Flournoy            Director                  September 28, 1995
     -------------------
     Houston I. Flournoy*
 
/s/  James F. Gibbons               Director                  September 28, 1995
     ----------------
     James F. Gibbons*
 
/s/  Edward L. Hennessy, Jr.        Director                  September 28, 1995
     -----------------------
     Edward L. Hennessy, Jr.*
 
/s/  Edward E. Hood, Jr.            Director                  September 28, 1995
     -------------------
     Edward E. Hood, Jr.*
 
/s/  Caleb B. Hurtt                 Director                  September 28, 1995
     --------------
     Caleb B. Hurtt*
 
/s/  Gwendolyn S. King              Director                  September 28, 1995
     -----------------
     Gwendolyn S. King*
 
/s/  Lawrence O. Kitchen            Director                  September 28, 1995
     -------------------
     Lawrence O. Kitchen*
 
/s/  Gordon S. Macklin              Director                  September 28, 1995
     -----------------
     Gordon S. Macklin*
 
/s/  Vincent N. Marafino            Director                  September 28, 1995
     -------------------
     Vincent N. Marafino*
 
/s/  Eugene F. Murphy               Director                  September 28, 1995
     ----------------
     Eugene F. Murphy*
 
/s/  Allen E. Murray                Director                  September 28, 1995
     ---------------
     Allen E. Murray*
 
/s/  David S. Potter                Director                  September 28, 1995
     ---------------
     David S. Potter*
 
/s/  Carlisle A.H. Trost            Director                  September 28, 1995
     -------------------
     Carlisle A.H. Trost*
</TABLE>

                                     - 8 -
<PAGE>
 
<TABLE>
<CAPTION> 
     Signature                      Title                       Date
     ---------                      -----                       ----     

<S>                                 <C>                       <C>
/s/  James R. Ukropina              Director                  September 28, 1995
     -----------------
     James R. Ukropina*
 
/s/  Douglas C. Yearly              Director                  September 28, 1995
     -----------------
     Douglas C. Yearly
</TABLE>


                   *By: /s/ Stephen M. Piper           October 3, 1995
                            ----------------                            
                           (Stephen M. Piper, Attorney-in-fact**)


_____________________

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

                                     - 9 -
<PAGE>
 
                                 EXHIBIT INDEX

<TABLE> 
<CAPTION> 
EXHIBIT                                                       PAGE
NUMBER                   DESCRIPTION                           NO.
- ------                   -----------                          ----

<S>       <C>                                                 <C> 
     4.   Lockheed Martin Corporation Deferred 
          Management Incentive Compensation Plan.

   5-A.   Opinion of Stephen M. Piper, Esquire.

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

  23-A.   Consent of Ernst & Young LLP.

  23-B.   Consent of Stephen M. Piper, 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.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24097}]
{"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": "033-63155", "film-number": "95578374"}, "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 October 3, 1995.
                                                       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 of             (I.R.S. Employer Identification No.)
incorporation or organization)

                             6801 ROCKLEDGE DRIVE
                           BETHESDA, MARYLAND 20817
                   (Address of principal executive offices)

                             ____________________

                          LOCKHEED MARTIN CORPORATION
                DEFERRED MANAGEMENT INCENTIVE COMPENSATION PLAN
                           (Full title of the plan)
                             ____________________

                           STEPHEN M. PIPER, ESQUIRE
                           ASSISTANT 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
- -------------------------------------------------------------------------------------------------------------------
                                                      PROPOSED             PROPOSED        
                                                      MAXIMUM              MAXIMUM         
       TITLE OF SECURITIES         AMOUNT TO BE    OFFERING PRICE          AGGREGATE            AMOUNT OF
        TO BE REGISTERED            REGISTERED        PER SHARE        OFFERING PRICE(1)     REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
DEFERRED COMPENSATION                                                                
  PAYMENT OBLIGATIONS (2)(3)        $40,000,000         100%              $40,000,000              $13,796

- -------------------------------------------------------------------------------------------------------------------
(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
         DEFERRED MANAGEMENT INCENTIVE COMPENSATION 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 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, Martin Marietta
Corporation and Lockheed Corporation 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, 1994 filed with the Commission on May 10, 1995 pursuant to
Rule 15d-2 promulgated by the Commission under Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act");

          (b)  The Registrant's Proxy Statement/Prospectus filed pursuant to
Registration Statement No. 33-57645 on Form S-4 filed with the Commission on
February 9, 1995;

          (c) Martin Marietta Corporation's Annual Report on Form 10-K for the
year ended December 31, 1994;

          (d) Lockheed Corporation's Annual Report on Form 10-K for the year
ended December 25, 1994;

          (e)  The Registrant's Quarterly Report on Form 10-Q filed with the
Commission on May 15, 1995;

          (f)  The Registrant's Quarterly Report on Form 10-Q filed with the
Commission on August 11, 1995, as amended on Form 10-Q/A filed with the
Commission on September 27, 1995;

                                     - 1 -
(g)  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;

          (h)  The Registrant's Current Report on Form 8-K filed with the
Commission on March 15, 1995.

          (i)  The Registrant's Current Report on Form 8-K filed with the
Commission on March 23, 1995;

          (j)  The Registrant's Current Report on Form 8-K filed with the
Commission on May 4, 1995;

          (k)  The Registrant's Current Report on Form 8-K filed with the
Commission on May 24, 1995;

          (l)  The Registrant's Current Report on Form 8-K filed with the
Commission on October 2, 1995;

          (m)  Current Reports on Form 8-K filed by Martin Marietta Corporation 
on February 13, 1995, February 17, 1995 and March 23, 1995; and

          (n)  Current Reports on Form 8-K filed by Lockheed Corporation on 
February 21, 1995 and March 23, 1995.

     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 Deferred Management Incentive Compensation Plan
(the "Plan"), Lockheed Martin Corporation (the "Corporation") will provide
eligible employees the opportunity to defer a specified portion of their
incentive compensation. 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 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

                                     - 2 -
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 Opinion of Counsel as to the legality of the securities being issued
(constituting Exhibit 5-A) has been rendered by counsel who is a full-time
employee of the Registrant. The Opinion of Counsel as to compliance with the
requirements of ERISA (constituting Exhibit 5-B) has been rendered by counsel
who is a full-time employee of the Registrant. Counsel rendering such opinions
are 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

                                     - 3 -
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 Deferred Management Incentive Compensation
          Plan.

   5-A.   Opinion of Stephen M. Piper, Esquire.

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

  23-A.   Consent of Ernst & Young LLP.

  23-B.   Consent of Stephen M. Piper, 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:

                                     - 4 -
(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
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

                                     - 5 -
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.

                                     - 6 -
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:  October 3, 1995                       By:  /s/ Frank H. Menaker, Jr.
                                                      ---------------------
                                                      Frank H. Menaker, Jr.
                                                      Vice President and
                                                        General Counsel

     Pursuant to the requirements of the Securities Exchange 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/  Daniel M. Tellep               Chairman of the           September 28, 1995
     ----------------      
     Daniel M. Tellep*              Board, Chief
                                    Executive Officer
                                    and Director
 
/s/  Marcus C. Bennett              Senior Vice               September 28, 1995
     -----------------    
     Marcus C. Bennett*             President, Chief
                                    Financial Officer
                                    and Director
 
/s/  Robert E. Rulon                Controller and Chief      September 28, 1995
     ---------------         
     Robert E. Rulon*               Accounting Officer
 
/s/  Norman R. Augustine            Director                  September 28, 1995
     -------------------  
     Norman R. Augustine*
 
/s/  Lynne V. Cheney                Director                  September 28, 1995
     ---------------        
     Lynne V. Cheney*
 
/s/  A. James Clark                 Director                  September 28, 1995
     --------------         
     A. James Clark*
- 7 -
Signature                      Title                       Date
     ---------                      -----                       ----
/s/  Edwin I. Colodny               Director                  September 28, 1995
     ----------------
     Edwin I. Colodny*
 
/s/  Lodwrick M. Cook               Director                  September 28, 1995
     ----------------
     Lodwrick M. Cook*
 
/s/  James L. Everett, III          Director                  September 28, 1995
     ---------------------
     James L. Everett, III*
 
/s/  Houston I. Flournoy            Director                  September 28, 1995
     -------------------
     Houston I. Flournoy*
 
/s/  James F. Gibbons               Director                  September 28, 1995
     ----------------
     James F. Gibbons*
 
/s/  Edward L. Hennessy, Jr.        Director                  September 28, 1995
     -----------------------
     Edward L. Hennessy, Jr.*
 
/s/  Edward E. Hood, Jr.            Director                  September 28, 1995
     -------------------
     Edward E. Hood, Jr.*
 
/s/  Caleb B. Hurtt                 Director                  September 28, 1995
     --------------
     Caleb B. Hurtt*
 
/s/  Gwendolyn S. King              Director                  September 28, 1995
     -----------------
     Gwendolyn S. King*
 
/s/  Lawrence O. Kitchen            Director                  September 28, 1995
     -------------------
     Lawrence O. Kitchen*
 
/s/  Gordon S. Macklin              Director                  September 28, 1995
     -----------------
     Gordon S. Macklin*
 
/s/  Vincent N. Marafino            Director                  September 28, 1995
     -------------------
     Vincent N. Marafino*
 
/s/  Eugene F. Murphy               Director                  September 28, 1995
     ----------------
     Eugene F. Murphy*
 
/s/  Allen E. Murray                Director                  September 28, 1995
     ---------------
     Allen E. Murray*
 
/s/  David S. Potter                Director                  September 28, 1995
     ---------------
     David S. Potter*
 
/s/  Carlisle A.H. Trost            Director                  September 28, 1995
     -------------------
     Carlisle A.H. Trost*
- 8 -
Signature                      Title                       Date
     ---------                      -----                       ----
/s/  James R. Ukropina              Director                  September 28, 1995
     -----------------
     James R. Ukropina*
 
/s/  Douglas C. Yearly              Director                  September 28, 1995
     -----------------
     Douglas C. Yearly
*By: /s/ Stephen M. Piper           October 3, 1995
                            ----------------                            
                           (Stephen M. Piper, Attorney-in-fact**)

_____________________

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

                                     - 9 -
EXHIBIT INDEX
EXHIBIT                                                       PAGE
NUMBER                   DESCRIPTION                           NO.
- ------                   -----------                          ----
4.   Lockheed Martin Corporation Deferred 
          Management Incentive Compensation Plan.

   5-A.   Opinion of Stephen M. Piper, Esquire.

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

  23-A.   Consent of Ernst & Young LLP.

  23-B.   Consent of Stephen M. Piper, 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.