<PAGE>
 
    As filed with the Securities and Exchange Commission on January 21, 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)

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

                          Lockheed Martin Corporation
                           Supplemental Savings Plan

                            (Full title of the plan)
                              --------------------

                           Stephen M. Piper, Esquire
                         Associate General Counsel and
                              Assistant Secretary
                          Lockheed Martin Corporation
                              6801 Rockledge Drive
                            Bethesda, Maryland 20817
                                 (301) 897-6000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                     Proposed            Proposed           
                                                     maximum             maximum            
   Title of securities           Amount to be     offering price        aggregate            Amount of
    to be registered              registered         per share        offering price(1)   registration fee
-------------------------------------------------------------------------------------------------------------
<S>                             <C>               <C>                 <C>                 <C>
Supplemental Savings Plan
  Payment Obligations (2)(3)     $40,500,000             100%           $40,500,000          $12,273
                                                                                       
-------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for the purposes of determining the registration fee.

(2)  The Supplemental Savings Plan Payment Obligations are unsecured obligations
     of Lockheed Martin Corporation to pay deferred compensation in the future
     in accordance with the terms of the Lockheed Martin Corporation
     Supplemental Savings Plan (the "Plan").

(3)  Participants in the Plan may elect to have compensation deferred treated as
     if such amount had been used to purchase Lockheed Martin Corporation Common
     Stock.  For purposes of this Registration Statement, this investment option
     is referred to as Reference Units. The Reference Units will accrue earnings
     (or losses) on Supplemental Savings Plan 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 Lockheed
Martin Corporation Supplemental Savings Plan as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended (the "Securities Act").  These documents
and the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

          The following documents (or portions thereof) filed by the Registrant
with the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference and made a part hereof:

          (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 filed with the Commission on March 13, 1996;

          (b) The Registrant's Current Report on Form 8-K filed with the
Commission on January 12, 1996;

          (c) the Registrant's Current Report on Form 8-K filed with the
Commission on April 5, 1996;

          (d) the Registrant's Current Report on Form 8-K filed with the
Commission on May 2, 1996;

          (e) the Registrant's Current Report on Form 8-K/A filed with the
Commission on May 8, 1996;

          (f) the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996 filed with the Commission on May 15, 1996;

          (g) the Registrant's Current Report on Form 8-K filed with the
Commission on May 20, 1996;

          (h) the Registrant's Current Report on Form 8-K filed with the
Commission on May 28, 1996;

          (i) the Registrant's Current Report on Form 8-K filed with the
Commission on June 18, 1996;

                                     - 1 -
<PAGE>
 
          (j) the Registrant's Current Report on Form 8-K filed with the
Commission on June 25, 1996;

          (k) the Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996 filed with the Commission on August 13, 1996;

          (l) the Registrant's Current Report on Form 8-K filed with the
Commission on October 11, 1996; and

          (m) the Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996 filed with the Commission on November 13, 1996; and

          (n) the Registrant's Current Report on Form 8-K filed with the
Commission on January 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 Lockheed Martin Supplemental Savings Plan (the "Plan"),
Lockheed Martin Corporation (the "Registrant") will provide certain employees
who are prohibited by Internal Revenue Service regulations from fully
contributing to the Lockheed Martin Corporation Salaried Savings Plan or the
Lockheed Martin Corporation Salaried Savings Plan II (collectively, the "Savings
Plans") due to limitations imposed on the Savings Plans 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

                                     - 2 -
<PAGE>
 
Reference Units will fluctuate based on changes in the value of Lockheed Martin
Corporation Common Stock.  To the extent that dividends are paid on Lockheed
Martin Corporation Common Stock, a like amount will be added to the
participant's account and, reinvested in 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 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

                                     - 3 -
<PAGE>
 
officer has met the standards of conduct set forth in the preceding sentence or
has been adjudged liable on the basis that a personal benefit was improperly
received in a proceeding charging improper personal benefit to the director or
officer.  If the proceeding was an action by or in the right of the corporation
or involved a determination that the director or officer received an improper
personal benefit, however, no indemnification may be made if the individual is
adjudged liable to the corporation, except to the extent of expenses approved by
a court of competent jurisdiction.

     Article XI of the charter of the Registrant limits the liability of
directors and officers to the fullest extent permitted by the Maryland General
Corporation Law.  Article XI of the charter of the Registrant also authorizes
the Registrant to adopt by-laws or resolutions to provide for the
indemnification of directors and officers.  Article VI of the By-laws of the
Registrant provides for the indemnification of the Registrant's directors and
officers to the fullest extent permitted by the Maryland General Corporation
Law.  In addition, the Registrant's directors and officers are covered by
certain insurance policies maintained by the Registrant.


Item 7.  Exemption from Registration Claimed.
         ----------------------------------- 

     Not Applicable


Item 8.  Exhibits.
         -------- 

   5-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 Coopers & Lybrand L.L.P.

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

  23-D.  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:

                                     - 4 -
<PAGE>
 
          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

              (i)   To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;

              (iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;

     Provided, however, that subparagraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
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

                                     - 5 -
<PAGE>
 
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.

                                     - 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:  January 21, 1997              By:/s/ Stephen M. Piper
                                        -----------------------------
                                        Stephen M. Piper
                                        Associate General Counsel
                                          and Assistant Secretary


     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
      Signature                    Title                            Date     
      ---------                    -----                            ----     
<S>                                <C>                       <C>              
                                                                             
/s/ Norman R. Augustine            Chief Executive           January 21, 1997 
    -----------------------        Officer and
    Norman R. Augustine*           Director

 
/s/ Marcus C. Bennett              Chief Financial           January 21, 1997
    -----------------------        Officer and 
    Marcus C. Bennett*             Director
 

/s/ Robert E. Rulon                Chief Accounting          January 21, 1997
    -----------------------        Officer  
    Robert E. Rulon*                            
 
/s/ Vance D. Coffman               Director                  January 21, 1997 
    -----------------------                  
    Vance D. Coffman*
 
/s/ Houston I. Flournoy            Director                  January 21, 1997 
    -----------------------
    Houston I. Flournoy*
 
/s/ James F. Gibbons               Director                  January 21, 1997 
    -----------------------
    James F. Gibbons*
</TABLE>

                                     
<PAGE>
 
<TABLE>
<CAPTION>
      Signature                    Title                            Date     
      ---------                    -----                            ----     
<S>                                <C>                       <C>              
/s/ Edward E. Hood, Jr.            Director                  January 21, 1997   
    -------------------------
    Edward E. Hood, Jr.*
 
/s/ Caleb B. Hurtt                 Director                  January 21, 1997   
    -------------------------
    Caleb B. Hurtt*
 
/s/ Gwendolyn S. King              Director                  January 21, 1997   
    -------------------------
    Gwendolyn S. King*
 
/s/ Frank C. Lanza                 Director                  January 21, 1997   
    -------------------------
    Frank C. Lanza*
 
/s/ Vincent N. Marafino            Director                  January 21, 1997   
    -------------------------
    Vincent N. Marafino*
 
/s/ Eugene F. Murphy               Director                  January 21, 1997   
    -------------------------
    Eugene F. Murphy*
 
/s/ Allen E. Murray                Director                  January 21, 1997   
    -------------------------
    Allen E. Murray*
 
/s/ Bernard L. Schwartz            Director                  January 21, 1997   
    -------------------------
    Bernard L. Schwartz*
 
/s/ Daniel M. Tellep               Director                  January 21, 1997   
    -------------------------
    Daniel M. Tellep*
 
/s/ Carlisle A.H. Trost            Director                  January 21, 1997   
    -------------------------
    Carlisle A.H. Trost*
 
/s/ James R. Ukropina              Director                  January 21, 1997   
    -------------------------
    James R. Ukropina*
 
/s/ Douglas C. Yearley             Director                  January 21, 1997   
    -------------------------
    Douglas C. Yearley*
</TABLE>


          *By:/s/ Stephen M. Piper                       January 21, 1997
              --------------------                      
      (Stephen M. Piper, Attorney-in-fact**)


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

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

                                     
<PAGE>
 
                                 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 Coopers & Lybrand L.L.P.

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

       23-D.   Consent of Marian S. Block, Esquire
                (contained in Exhibit 5-B hereof).

         24.   Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 22563}]
{"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": "333-20139", "film-number": "97508664"}, "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 January 21, 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)

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

                          Lockheed Martin Corporation
                           Supplemental Savings Plan

                            (Full title of the plan)
                              --------------------

                           Stephen M. Piper, Esquire
                         Associate General Counsel and
                              Assistant Secretary
                          Lockheed Martin Corporation
                              6801 Rockledge Drive
                            Bethesda, Maryland 20817
                                 (301) 897-6000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
                                                     Proposed            Proposed           
                                                     maximum             maximum            
   Title of securities           Amount to be     offering price        aggregate            Amount of
    to be registered              registered         per share        offering price(1)   registration fee
-------------------------------------------------------------------------------------------------------------
Supplemental Savings Plan
  Payment Obligations (2)(3)     $40,500,000             100%           $40,500,000          $12,273
                                                                                       
-------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purposes of determining the registration fee.

(2)  The Supplemental Savings Plan Payment Obligations are unsecured obligations
     of Lockheed Martin Corporation to pay deferred compensation in the future
     in accordance with the terms of the Lockheed Martin Corporation
     Supplemental Savings Plan (the "Plan").

(3)  Participants in the Plan may elect to have compensation deferred treated as
     if such amount had been used to purchase Lockheed Martin Corporation Common
     Stock.  For purposes of this Registration Statement, this investment option
     is referred to as Reference Units. The Reference Units will accrue earnings
     (or losses) on Supplemental Savings Plan 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 Lockheed
Martin Corporation Supplemental Savings Plan as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended (the "Securities Act").  These documents
and the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

          The following documents (or portions thereof) filed by the Registrant
with the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference and made a part hereof:

          (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 filed with the Commission on March 13, 1996;

          (b) The Registrant's Current Report on Form 8-K filed with the
Commission on January 12, 1996;

          (c) the Registrant's Current Report on Form 8-K filed with the
Commission on April 5, 1996;

          (d) the Registrant's Current Report on Form 8-K filed with the
Commission on May 2, 1996;

          (e) the Registrant's Current Report on Form 8-K/A filed with the
Commission on May 8, 1996;

          (f) the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996 filed with the Commission on May 15, 1996;

          (g) the Registrant's Current Report on Form 8-K filed with the
Commission on May 20, 1996;

          (h) the Registrant's Current Report on Form 8-K filed with the
Commission on May 28, 1996;

          (i) the Registrant's Current Report on Form 8-K filed with the
Commission on June 18, 1996;

                                     - 1 -
(j) the Registrant's Current Report on Form 8-K filed with the
Commission on June 25, 1996;

          (k) the Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996 filed with the Commission on August 13, 1996;

          (l) the Registrant's Current Report on Form 8-K filed with the
Commission on October 11, 1996; and

          (m) the Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996 filed with the Commission on November 13, 1996; and

          (n) the Registrant's Current Report on Form 8-K filed with the
Commission on January 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 Lockheed Martin Supplemental Savings Plan (the "Plan"),
Lockheed Martin Corporation (the "Registrant") will provide certain employees
who are prohibited by Internal Revenue Service regulations from fully
contributing to the Lockheed Martin Corporation Salaried Savings Plan or the
Lockheed Martin Corporation Salaried Savings Plan II (collectively, the "Savings
Plans") due to limitations imposed on the Savings Plans 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

                                     - 2 -
Reference Units will fluctuate based on changes in the value of Lockheed Martin
Corporation Common Stock.  To the extent that dividends are paid on Lockheed
Martin Corporation Common Stock, a like amount will be added to the
participant's account and, reinvested in 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 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

                                     - 3 -
officer has met the standards of conduct set forth in the preceding sentence or
has been adjudged liable on the basis that a personal benefit was improperly
received in a proceeding charging improper personal benefit to the director or
officer.  If the proceeding was an action by or in the right of the corporation
or involved a determination that the director or officer received an improper
personal benefit, however, no indemnification may be made if the individual is
adjudged liable to the corporation, except to the extent of expenses approved by
a court of competent jurisdiction.

     Article XI of the charter of the Registrant limits the liability of
directors and officers to the fullest extent permitted by the Maryland General
Corporation Law.  Article XI of the charter of the Registrant also authorizes
the Registrant to adopt by-laws or resolutions to provide for the
indemnification of directors and officers.  Article VI of the By-laws of the
Registrant provides for the indemnification of the Registrant's directors and
officers to the fullest extent permitted by the Maryland General Corporation
Law.  In addition, the Registrant's directors and officers are covered by
certain insurance policies maintained by the Registrant.

Item 7.  Exemption from Registration Claimed.
         ----------------------------------- 

     Not Applicable

Item 8.  Exhibits.
         -------- 

   5-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 Coopers & Lybrand L.L.P.

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

  23-D.  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:

                                     - 4 -
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

              (i)   To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;

              (iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;

     Provided, however, that subparagraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
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

                                     - 5 -
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.

                                     - 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:  January 21, 1997              By:/s/ Stephen M. Piper
                                        -----------------------------
                                        Stephen M. Piper
                                        Associate General Counsel
                                          and Assistant Secretary

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                    Title                            Date     
      ---------                    -----                            ----
/s/ Norman R. Augustine            Chief Executive           January 21, 1997 
    -----------------------        Officer and
    Norman R. Augustine*           Director

 
/s/ Marcus C. Bennett              Chief Financial           January 21, 1997
    -----------------------        Officer and 
    Marcus C. Bennett*             Director
 

/s/ Robert E. Rulon                Chief Accounting          January 21, 1997
    -----------------------        Officer  
    Robert E. Rulon*                            
 
/s/ Vance D. Coffman               Director                  January 21, 1997 
    -----------------------                  
    Vance D. Coffman*
 
/s/ Houston I. Flournoy            Director                  January 21, 1997 
    -----------------------
    Houston I. Flournoy*
 
/s/ James F. Gibbons               Director                  January 21, 1997 
    -----------------------
    James F. Gibbons*
Signature                    Title                            Date     
      ---------                    -----                            ----
/s/ Edward E. Hood, Jr.            Director                  January 21, 1997   
    -------------------------
    Edward E. Hood, Jr.*
 
/s/ Caleb B. Hurtt                 Director                  January 21, 1997   
    -------------------------
    Caleb B. Hurtt*
 
/s/ Gwendolyn S. King              Director                  January 21, 1997   
    -------------------------
    Gwendolyn S. King*
 
/s/ Frank C. Lanza                 Director                  January 21, 1997   
    -------------------------
    Frank C. Lanza*
 
/s/ Vincent N. Marafino            Director                  January 21, 1997   
    -------------------------
    Vincent N. Marafino*
 
/s/ Eugene F. Murphy               Director                  January 21, 1997   
    -------------------------
    Eugene F. Murphy*
 
/s/ Allen E. Murray                Director                  January 21, 1997   
    -------------------------
    Allen E. Murray*
 
/s/ Bernard L. Schwartz            Director                  January 21, 1997   
    -------------------------
    Bernard L. Schwartz*
 
/s/ Daniel M. Tellep               Director                  January 21, 1997   
    -------------------------
    Daniel M. Tellep*
 
/s/ Carlisle A.H. Trost            Director                  January 21, 1997   
    -------------------------
    Carlisle A.H. Trost*
 
/s/ James R. Ukropina              Director                  January 21, 1997   
    -------------------------
    James R. Ukropina*
 
/s/ Douglas C. Yearley             Director                  January 21, 1997   
    -------------------------
    Douglas C. Yearley*
*By:/s/ Stephen M. Piper                       January 21, 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 Coopers & Lybrand L.L.P.

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

       23-D.   Consent of Marian S. Block, Esquire
                (contained in Exhibit 5-B hereof).

         24.   Powers of Attorney.