<PAGE>

    As filed with the Securities and Exchange Commission on March 12, 2001
                                                  Registration No. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                _______________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                _______________

                          LOCKHEED MARTIN CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                                _______________

                                   Maryland
                        (State or Other Jurisdiction of
                        Incorporation or Organization)

                               _______________

                                  52-1893632
                     (I.R.S. Employer Identification No.)



                             6801 Rockledge Drive
                           Bethesda, Maryland 20817
                   (Address of Principal Executive Offices)
                                _______________

 Lockheed Martin Global Telecommunications Supplemental Savings Incentive Plan
                           (Full Title of the Plan)

                           Marian S. Block, Esquire
                 Vice President and Associate General Counsel
                          Lockheed Martin Corporation
                             6801 Rockledge Drive
                           Bethesda, Maryland 20817
                    (Name and Address of Agent For Service)

                                (301) 897-6000
         (Telephone Number, Including Area Code, of Agent For Service)
                                _______________

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                            Proposed Maximum     Proposed Maximum     Amount Of
  Title Of Securities To            Maximum Amount To Be     Offering Price         Aggregate        Registration
      Be Registered                      Registered             Per Share         Offering Price         Fee
------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                     <C>                  <C>                 <C>
Supplemental Savings Incentive
                                        $2,000,000                 100%             $2,000,000           $500
  Plan Payment Obligations(1)(2)
------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   The Supplemental Savings Incentive Plan Payment Obligations are unsecured
obligations of Lockheed Martin Corporation (the "Registrant") to pay deferred
compensation in the future in accordance with the Lockheed Martin Global
Telecommunications Supplemental Savings Incentive Plan (the "Plan").

(2)  Participants of the Plan may elect to have deferred compensation treated as
if such amount had been used to purchase the Registrant's 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
Supplemental Savings Incentive Plan Payment Obligations based on the performance
of the Registrant's 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 the 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 (the
"Securities Act"). In accordance with the instructions of Part I of Form S-8,
such documents will not be filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents and the documents incorporated by reference 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 filed with the Commission are incorporated
herein by reference:

     .    the Registrant's Annual Report on Form 10-K for the year ended
          December 31, 2000; and

     .    the description of Registrant's common stock, $1.00 par value per
          share, contained in Registrant's Registration Statement on Form 8-B,
          filed with the Commission pursuant to Section 12 of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act")(as amended on
          Form 8-B/A filed on March 9, 1995), and any amendment or report filed
          for the purpose of updating such description.

          In addition, any and all documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date
of this Registration Statement and prior to the withdrawal (if any) of the
Registration Statement shall, to the extent required by law, be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof.


Item 4.   Description of Securities.
<PAGE>

     Under the Lockheed Martin Global Telecommunications Supplemental Savings
Incentive Plan (the "Plan"), the Registrant will provide certain employees who
are prohibited by Internal Revenue Code rules from fully contributing to the
Lockheed Martin Global Telecommunications Savings Incentive Plan (the "Savings
Plan") due to limitations imposed by the Savings Plan with the opportunity to
defer a specified portion of their compensation.  The obligation of the
Registrant to distribute the compensation deferred, as adjusted by earnings or
losses, if any, (the "Supplemental Savings Plan Payment Obligations") 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.

     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 fluctuate
based on changes in the value of the Registrant's Common Stock.  To the extent
that dividends are paid on the Registrant's Common Stock, a like amount will be
added to a participant's account and reinvested in Reference Units.  This
right to accrue earnings (or losses) based on the fluctuations in the value of
the Registrant's Common Stock may be deemed to be a "security" under the
Securities Act and, as such, is being registered on this Registration Statement
on Form S-8.

Item 5.  Interests of Named Experts and Counsel.

     The Opinion of Counsel as to the legality of the securities being
registered and as to compliance with the requirements of ERISA (constituting
Exhibit 5) have been rendered by counsel who is a full-time employee of the
Registrant.  Such counsel is not eligible to participate in the Plan.

Item 6.  Indemnification of Directors and Officers.

     The Maryland General Corporation Law authorizes Maryland corporations to
limit the liability of directors and officers to the corporation or its
stockholders for money damages, except (a) to the extent that it is proved that
the person actually received an improper benefit or profit in money, property or
services, for the amount of the benefit or profit in money, property or services
actually received, (b) to the extent that a judgment or other final adjudication
adverse to the person is entered in a proceeding based on a finding that the
person's action or failure to act was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated in the proceeding
or (c) in respect of certain other actions not applicable to the Registrant.
Under the Maryland General Corporation Law, unless 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

                                       2
<PAGE>

personal benefit in money, property or services or (c) in the case of any
criminal proceeding, the director had reasonable cause to believe his or her act
or omission was unlawful. In addition to the foregoing, a court of appropriate
jurisdiction may, under certain circumstances, order indemnification if it
determines that the director or officer is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not the
director or officer has met the standards of conduct set forth in the preceding
sentence or has been adjudged liable on the basis that a personal benefit was
improperly received in a proceeding charging improper personal benefit to the
director or officer. If the proceeding was an action by or in the right of the
corporation or involved a determination that the director or officer received an
improper personal benefit, however, no indemnification may be made if the
individual is adjudged liable to the corporation, except to the extent of
expenses approved by a court of competent jurisdiction.

     Article XI of the Charter of the Registrant limits the liability of
directors and officers to the fullest extent permitted by the Maryland General
Corporation Law.  Article XI of the Charter of the Registrant also authorizes
the Registrant to adopt bylaws or resolutions to provide for the indemnification
of directors and officers.  Article VI of the Bylaws 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.

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

     5        Opinion of Marian S. Block, Esquire
     23.1     Consent of Ernst & Young LLP
     23.2     Consent of Marian S. Block, Esquire (contained in Exhibit 5
              hereof)
     24       Powers of Attorney

Item 9.  Undertakings.

(a)  The undersigned Registrant hereby undertakes:

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

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

          (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

                                       3
<PAGE>

                 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 paragraphs
                 (a)(1)(i) and (a)(1)(ii) do not apply if the Registration
                 Statement is on Form S-3 or Form S-8, and the information
                 required to be included in a post-effective amendment by those
                 paragraphs is contained in periodic reports filed with or
                 furnished to the Commission by the Registrant pursuant to
                 Section 13 or Section 15(d) of the Securities Exchange Act of
                 1934 (the "Exchange Act") that are incorporated by reference in
                 the Registration Statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act, 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 the 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, each filing of the
     Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to Section 15(d) of the Exchange Act) 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
     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 Commission such
     indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by
     the final adjudication of such issue.

                                       4
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bethesda, State of Maryland, on this the 12th day of
March, 2001.

                              LOCKHEED MARTIN CORPORATION

                              By: /s/ Marian S. Block
                                  -------------------------------------------
                                 By:  Marian S. Block
                                 Vice President and Associate General Counsel

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

<TABLE>
<CAPTION>
             Signature                                Title                           Date
             ---------                                -----                           ----
<S>                                   <C>                                        <C>

/s/ Vance D. Coffman                  Chairman and Chief Executive Officer       March 12, 2001
------------------------------        and Director (Principal Executive
Vance D. Coffman                      Officer)


/s/ Christopher E. Kubasik            Vice President and Chief Financial         March 12, 2001
------------------------------        Officer, Acting Controller
Christopher E. Kubasik                (Principal Financial Officer and
                                      Chief Accounting Officer)
</TABLE>

     This Registration Statement also has been signed on the date indicated by
the following directors, who constitute a majority of the Board of Directors:

    Norman R. Augustine*              Caleb B. Hurtt*
    Marcus C. Bennett*                Gwendolyn S. King*
    Vance D. Coffman*                 Eugene F. Murphy*
    James F. Gibbons*                 Frank Savage*
    Edward E. Hood, Jr.*              Robert J. Stevens*
                                      James R. Ukropina*
                                      Douglas C. Yearley*

By: /s/ Marian S. Block
    ------------------------
*Marian S. Block                      March 12, 2001
(Attorney-in-fact**)


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

                                       5
<PAGE>

                                 EXHIBIT INDEX

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

5         Opinion of Marian S. Block, Esquire

23.1      Consent of Ernst & Young LLP

23.2      Consent of Marian S. Block, Esquire  (contained in Exhibit 5 hereof)

24        Powers of Attorney

                                       6
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 18852}]
{"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": "333-56926", "film-number": "1566783"}, "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 March 12, 2001
                                                  Registration No. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                _______________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                _______________

                          LOCKHEED MARTIN CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                                _______________

                                   Maryland
                        (State or Other Jurisdiction of
                        Incorporation or Organization)

                               _______________

                                  52-1893632
                     (I.R.S. Employer Identification No.)

                             6801 Rockledge Drive
                           Bethesda, Maryland 20817
                   (Address of Principal Executive Offices)
                                _______________

 Lockheed Martin Global Telecommunications Supplemental Savings Incentive Plan
                           (Full Title of the Plan)

                           Marian S. Block, Esquire
                 Vice President and Associate General Counsel
                          Lockheed Martin Corporation
                             6801 Rockledge Drive
                           Bethesda, Maryland 20817
                    (Name and Address of Agent For Service)

                                (301) 897-6000
         (Telephone Number, Including Area Code, of Agent For Service)
                                _______________

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
                                                            Proposed Maximum     Proposed Maximum     Amount Of
  Title Of Securities To            Maximum Amount To Be     Offering Price         Aggregate        Registration
      Be Registered                      Registered             Per Share         Offering Price         Fee
------------------------------------------------------------------------------------------------------------------
Supplemental Savings Incentive
                                        $2,000,000                 100%             $2,000,000           $500
  Plan Payment Obligations(1)(2)
------------------------------------------------------------------------------------------------------------------
(1)   The Supplemental Savings Incentive Plan Payment Obligations are unsecured
obligations of Lockheed Martin Corporation (the "Registrant") to pay deferred
compensation in the future in accordance with the Lockheed Martin Global
Telecommunications Supplemental Savings Incentive Plan (the "Plan").

(2)  Participants of the Plan may elect to have deferred compensation treated as
if such amount had been used to purchase the Registrant's 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
Supplemental Savings Incentive Plan Payment Obligations based on the performance
of the Registrant's 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 the 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 (the
"Securities Act"). In accordance with the instructions of Part I of Form S-8,
such documents will not be filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents and the documents incorporated by reference 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 filed with the Commission are incorporated
herein by reference:

     .    the Registrant's Annual Report on Form 10-K for the year ended
          December 31, 2000; and

     .    the description of Registrant's common stock, $1.00 par value per
          share, contained in Registrant's Registration Statement on Form 8-B,
          filed with the Commission pursuant to Section 12 of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act")(as amended on
          Form 8-B/A filed on March 9, 1995), and any amendment or report filed
          for the purpose of updating such description.

          In addition, any and all documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date
of this Registration Statement and prior to the withdrawal (if any) of the
Registration Statement shall, to the extent required by law, be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof.

Item 4.   Description of Securities.
Under the Lockheed Martin Global Telecommunications Supplemental Savings
Incentive Plan (the "Plan"), the Registrant will provide certain employees who
are prohibited by Internal Revenue Code rules from fully contributing to the
Lockheed Martin Global Telecommunications Savings Incentive Plan (the "Savings
Plan") due to limitations imposed by the Savings Plan with the opportunity to
defer a specified portion of their compensation.  The obligation of the
Registrant to distribute the compensation deferred, as adjusted by earnings or
losses, if any, (the "Supplemental Savings Plan Payment Obligations") 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.

     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 fluctuate
based on changes in the value of the Registrant's Common Stock.  To the extent
that dividends are paid on the Registrant's Common Stock, a like amount will be
added to a participant's account and reinvested in Reference Units.  This
right to accrue earnings (or losses) based on the fluctuations in the value of
the Registrant's Common Stock may be deemed to be a "security" under the
Securities Act and, as such, is being registered on this Registration Statement
on Form S-8.

Item 5.  Interests of Named Experts and Counsel.

     The Opinion of Counsel as to the legality of the securities being
registered and as to compliance with the requirements of ERISA (constituting
Exhibit 5) have been rendered by counsel who is a full-time employee of the
Registrant.  Such counsel is not eligible to participate in the Plan.

Item 6.  Indemnification of Directors and Officers.

     The Maryland General Corporation Law authorizes Maryland corporations to
limit the liability of directors and officers to the corporation or its
stockholders for money damages, except (a) to the extent that it is proved that
the person actually received an improper benefit or profit in money, property or
services, for the amount of the benefit or profit in money, property or services
actually received, (b) to the extent that a judgment or other final adjudication
adverse to the person is entered in a proceeding based on a finding that the
person's action or failure to act was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated in the proceeding
or (c) in respect of certain other actions not applicable to the Registrant.
Under the Maryland General Corporation Law, unless 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

                                       2
personal benefit in money, property or services or (c) in the case of any
criminal proceeding, the director had reasonable cause to believe his or her act
or omission was unlawful. In addition to the foregoing, a court of appropriate
jurisdiction may, under certain circumstances, order indemnification if it
determines that the director or officer is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not the
director or officer has met the standards of conduct set forth in the preceding
sentence or has been adjudged liable on the basis that a personal benefit was
improperly received in a proceeding charging improper personal benefit to the
director or officer. If the proceeding was an action by or in the right of the
corporation or involved a determination that the director or officer received an
improper personal benefit, however, no indemnification may be made if the
individual is adjudged liable to the corporation, except to the extent of
expenses approved by a court of competent jurisdiction.

     Article XI of the Charter of the Registrant limits the liability of
directors and officers to the fullest extent permitted by the Maryland General
Corporation Law.  Article XI of the Charter of the Registrant also authorizes
the Registrant to adopt bylaws or resolutions to provide for the indemnification
of directors and officers.  Article VI of the Bylaws 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.

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

     5        Opinion of Marian S. Block, Esquire
     23.1     Consent of Ernst & Young LLP
     23.2     Consent of Marian S. Block, Esquire (contained in Exhibit 5
              hereof)
     24       Powers of Attorney

Item 9.  Undertakings.

(a)  The undersigned Registrant hereby undertakes:

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

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

          (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

                                       3
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 paragraphs
                 (a)(1)(i) and (a)(1)(ii) do not apply if the Registration
                 Statement is on Form S-3 or Form S-8, and the information
                 required to be included in a post-effective amendment by those
                 paragraphs is contained in periodic reports filed with or
                 furnished to the Commission by the Registrant pursuant to
                 Section 13 or Section 15(d) of the Securities Exchange Act of
                 1934 (the "Exchange Act") that are incorporated by reference in
                 the Registration Statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act, 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 the 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, each filing of the
     Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to Section 15(d) of the Exchange Act) 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
     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 Commission such
     indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by
     the final adjudication of such issue.

                                       4
SIGNATURES

     Pursuant to the requirements of the Securities Act, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bethesda, State of Maryland, on this the 12th day of
March, 2001.

                              LOCKHEED MARTIN CORPORATION

                              By: /s/ Marian S. Block
                                  -------------------------------------------
                                 By:  Marian S. Block
                                 Vice President and Associate General Counsel

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Signature                                Title                           Date
             ---------                                -----                           ----
/s/ Vance D. Coffman                  Chairman and Chief Executive Officer       March 12, 2001
------------------------------        and Director (Principal Executive
Vance D. Coffman                      Officer)

/s/ Christopher E. Kubasik            Vice President and Chief Financial         March 12, 2001
------------------------------        Officer, Acting Controller
Christopher E. Kubasik                (Principal Financial Officer and
                                      Chief Accounting Officer)
This Registration Statement also has been signed on the date indicated by
the following directors, who constitute a majority of the Board of Directors:

    Norman R. Augustine*              Caleb B. Hurtt*
    Marcus C. Bennett*                Gwendolyn S. King*
    Vance D. Coffman*                 Eugene F. Murphy*
    James F. Gibbons*                 Frank Savage*
    Edward E. Hood, Jr.*              Robert J. Stevens*
                                      James R. Ukropina*
                                      Douglas C. Yearley*

By: /s/ Marian S. Block
    ------------------------
*Marian S. Block                      March 12, 2001
(Attorney-in-fact**)

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

                                       5
EXHIBIT INDEX

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

5         Opinion of Marian S. Block, Esquire

23.1      Consent of Ernst & Young LLP

23.2      Consent of Marian S. Block, Esquire  (contained in Exhibit 5 hereof)

24        Powers of Attorney

                                       6