<PAGE>
 
   As filed with the Securities and Exchange Commission on November 25, 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 of       (I.R.S. Employer Identification No.)
incorporation or organization)
                                 

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

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

                      Deferred Performance Payment Plan of
                          Lockheed Martin Corporation
                       Space & Strategic Missiles Sector
                            (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 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)     $14,000,000   100%            $14,000,000         $4,243
-----------------------------------------------------------------------------------------------
</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 and interest
    accrued thereon in the future in accordance with the terms of the Deferred
    Performance Payment Plan of Lockheed Martin Corporation Space & Strategic
    Missiles Sector (the "Plan").
--------------------------------------------------------------------------------
<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 required by
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 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 on Form 8-B filed with the Commission pursuant to Section
12 of the Securities Exchange Act of 1934 (the "Exchange Act") (as amended on
Form 8-B/A filed on March 9, 1995), and any amendment or report filed for the
purpose of updating such description;

    (c)  The Registrant's Current Report on Form 8-K filed with the Commission
on January 21, 1997;

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

    (e)  The Registrant's Current Report on Form 8-K filed with the Commission
on July 9, 1997; and

    (f)  The Registrant's Quarterly Report on Form 10-K for the quarter ended
June 30, 1997 filed with the Commission on August 12, 1997.

    (g) The Registrant's Current Report on Form 8-K filed with the Commission on
November 5, 1997.

                                      -1-
<PAGE>
 
    (h) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997 filed with the Commission on November 14, 1997.

    (i) The Registrant's Current Report on Form 8-K filed with the Commission
on November 21, 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 Deferred Performance Payment Plan of Lockheed Martin Corporation
Space & Strategic Missiles Sector (the "Plan"), Lockheed Martin Corporation (the
"Registrant") will provide eligible employees the opportunity to defer a
specified portion of amounts payable under The Lockheed Martin Corporation Space
& Strategic Missiles Sector Performance Plan for Employees in Key Assignments
Essential/Critical to the Success of Sector Consolidation.  The obligation of
the Registrant to distribute the compensation deferred, as adjusted by interest
accrued, 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.

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 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

                                      -2-
<PAGE>
 
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 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-A.  Opinion of Stephen M. Piper, Esquire.

                                      -3-
<PAGE>
 
   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:

    (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

                                      -4-
<PAGE>
 
1933, each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

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

                                      -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:  November 25, 1997            By:/s/Stephen M. Piper
                                       -------------------------
                                       Stephen M. Piper, Esquire
                                       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/ Vance D. Coffman           Chief Executive             November 25, 1997
    --------------------       Officer, Vice                                
    Vance D. Coffman*          Chairman and Director                        
                                                                            
                                                                            
/s/ Marcus C. Bennett          Executive Vice              November 25, 1997
    --------------------       President, Chief                             
    Marcus C. Bennett*         Financial Officer                            
                               and Director                                 
                                                                            
                                                                            
/s/ Todd J. Kallman            Vice President,             November 25, 1997
    --------------------       Controller and Chief                         
    Todd J. Kallman*           Accounting Officer                           
                                                                            
                                                                            
/s/ Norman R. Augustine        Director                    November 25, 1997
    --------------------      
    Norman R. Augustine*                                                    
                                                                            
                                                                            
/s/ Lynne V. Cheney            Director                    November 25, 1997
    --------------------
    Lynne V. Cheney*
</TABLE>
<PAGE>
 
<TABLE>
<CAPTION>
    Signature                  Title                      Date             
    ---------                  -----                      ----             
<S>                            <C>                        <C>              
                                                                           
/s/ Houston I. Flournoy        Director                   November 25, 1997
    ----------------------                                                 
    Houston I. Flournoy*                                                   
                                                                           
/s/ James F. Gibbons           Director                   November 25, 1997
    ----------------------                                                 
    James F. Gibbons*                                                      
                                                                           
/s/ Edward E. Hood, Jr.        Director                   November 25, 1997
    ----------------------                                                 
    Edward E. Hood, Jr.*                                                   
                                                                           
/s/ Caleb B. Hurtt             Director                   November 25, 1997
    ----------------------                                                 
    Caleb B. Hurtt*                                                        
                                                                           
/s/ Vincent N. Marafino        Director                   November 25, 1997
    ----------------------                                                 
    Vincent N. Marafino*                                                   
                                                                           
/s/ Eugene F. Murphy           Director                   November 25, 1997
    ----------------------                                                 
    Eugene F. Murphy*                                                      
                                                                           
/s/ Allen E. Murray            Director                   November 25, 1997
    ----------------------                                                 
    Allen E. Murray*                                                       
                                                                           
/s/ Peter B. Teets             President, Chief           November 25, 1997
    ----------------------     Operating Officer 
    Peter B. Teets*            and Director                                    
                                                                           
/s/ Frank Savage               Director                   November 25, 1997
    ----------------------                                                 
    Frank Savage*                                                          
                                                                           
/s/ Daniel M. Tellep           Director                   November 25, 1997
    ----------------------                                                 
    Daniel M. Tellep*                                                      
                                                                           
/s/ Carlisle A.H. Trost        Director                   November 25, 1997
    ----------------------                                                 
    Carlisle A.H. Trost*                                                   
                                                                           
/s/ James R. Ukropina          Director                   November 25, 1997
    ----------------------                                                 
    James R. Ukropina*                                                     
                                                                           
/s/ Douglas C. Yearley         Director                   November 25, 1997 
    ----------------------
    Douglas C. Yearley*
</TABLE> 
                             
 
               *By:  /s/ Stephen M. Piper        November 25, 1997
                         ----------------------
                        (Stephen M. Piper, Attorney-in-fact**)

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

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


                                 EXHIBIT INDEX


Exhibit                                             Page
Number                        Description            No.
------                        -----------           ----
<S>       <C>                                       <C>  
   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": 23264}]
{"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": "333-40997", "film-number": "97728246"}, "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 November 25, 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 of       (I.R.S. Employer Identification No.)
incorporation or organization)
                                 

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

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

                      Deferred Performance Payment Plan of
                          Lockheed Martin Corporation
                       Space & Strategic Missiles Sector
                            (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 be  offering price       aggregate         Amount of
to be registered              registered      per share     offering price(1)  registration fee
-----------------------------------------------------------------------------------------------
Deferred Compensation
  Payment Obligations (2)     $14,000,000   100%            $14,000,000         $4,243
-----------------------------------------------------------------------------------------------
(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 and interest
    accrued thereon in the future in accordance with the terms of the Deferred
    Performance Payment Plan of Lockheed Martin Corporation Space & Strategic
    Missiles Sector (the "Plan").
--------------------------------------------------------------------------------
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 required by
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 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 on Form 8-B filed with the Commission pursuant to Section
12 of the Securities Exchange Act of 1934 (the "Exchange Act") (as amended on
Form 8-B/A filed on March 9, 1995), and any amendment or report filed for the
purpose of updating such description;

    (c)  The Registrant's Current Report on Form 8-K filed with the Commission
on January 21, 1997;

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

    (e)  The Registrant's Current Report on Form 8-K filed with the Commission
on July 9, 1997; and

    (f)  The Registrant's Quarterly Report on Form 10-K for the quarter ended
June 30, 1997 filed with the Commission on August 12, 1997.

    (g) The Registrant's Current Report on Form 8-K filed with the Commission on
November 5, 1997.

                                      -1-
(h) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997 filed with the Commission on November 14, 1997.

    (i) The Registrant's Current Report on Form 8-K filed with the Commission
on November 21, 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 Deferred Performance Payment Plan of Lockheed Martin Corporation
Space & Strategic Missiles Sector (the "Plan"), Lockheed Martin Corporation (the
"Registrant") will provide eligible employees the opportunity to defer a
specified portion of amounts payable under The Lockheed Martin Corporation Space
& Strategic Missiles Sector Performance Plan for Employees in Key Assignments
Essential/Critical to the Success of Sector Consolidation.  The obligation of
the Registrant to distribute the compensation deferred, as adjusted by interest
accrued, 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.

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 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

                                      -2-
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 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-A.  Opinion of Stephen M. Piper, Esquire.

                                      -3-
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:

    (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

                                      -4-
1933, each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

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

                                      -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:  November 25, 1997            By:/s/Stephen M. Piper
                                       -------------------------
                                       Stephen M. Piper, Esquire
                                       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/ Vance D. Coffman           Chief Executive             November 25, 1997
    --------------------       Officer, Vice                                
    Vance D. Coffman*          Chairman and Director                        
                                                                            
                                                                            
/s/ Marcus C. Bennett          Executive Vice              November 25, 1997
    --------------------       President, Chief                             
    Marcus C. Bennett*         Financial Officer                            
                               and Director                                 
                                                                            
                                                                            
/s/ Todd J. Kallman            Vice President,             November 25, 1997
    --------------------       Controller and Chief                         
    Todd J. Kallman*           Accounting Officer                           
                                                                            
                                                                            
/s/ Norman R. Augustine        Director                    November 25, 1997
    --------------------      
    Norman R. Augustine*                                                    
                                                                            
                                                                            
/s/ Lynne V. Cheney            Director                    November 25, 1997
    --------------------
    Lynne V. Cheney*
Signature                  Title                      Date             
    ---------                  -----                      ----
/s/ Houston I. Flournoy        Director                   November 25, 1997
    ----------------------                                                 
    Houston I. Flournoy*                                                   
                                                                           
/s/ James F. Gibbons           Director                   November 25, 1997
    ----------------------                                                 
    James F. Gibbons*                                                      
                                                                           
/s/ Edward E. Hood, Jr.        Director                   November 25, 1997
    ----------------------                                                 
    Edward E. Hood, Jr.*                                                   
                                                                           
/s/ Caleb B. Hurtt             Director                   November 25, 1997
    ----------------------                                                 
    Caleb B. Hurtt*                                                        
                                                                           
/s/ Vincent N. Marafino        Director                   November 25, 1997
    ----------------------                                                 
    Vincent N. Marafino*                                                   
                                                                           
/s/ Eugene F. Murphy           Director                   November 25, 1997
    ----------------------                                                 
    Eugene F. Murphy*                                                      
                                                                           
/s/ Allen E. Murray            Director                   November 25, 1997
    ----------------------                                                 
    Allen E. Murray*                                                       
                                                                           
/s/ Peter B. Teets             President, Chief           November 25, 1997
    ----------------------     Operating Officer 
    Peter B. Teets*            and Director                                    
                                                                           
/s/ Frank Savage               Director                   November 25, 1997
    ----------------------                                                 
    Frank Savage*                                                          
                                                                           
/s/ Daniel M. Tellep           Director                   November 25, 1997
    ----------------------                                                 
    Daniel M. Tellep*                                                      
                                                                           
/s/ Carlisle A.H. Trost        Director                   November 25, 1997
    ----------------------                                                 
    Carlisle A.H. Trost*                                                   
                                                                           
/s/ James R. Ukropina          Director                   November 25, 1997
    ----------------------                                                 
    James R. Ukropina*                                                     
                                                                           
/s/ Douglas C. Yearley         Director                   November 25, 1997 
    ----------------------
    Douglas C. Yearley*
*By:  /s/ Stephen M. Piper        November 25, 1997
                         ----------------------
                        (Stephen M. Piper, Attorney-in-fact**)

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

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

Exhibit                                             Page
Number                        Description            No.
------                        -----------           ----
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.