<PAGE>
 
     As filed with the Securities and Exchange Commission on June 19, 1996
                                                      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                                  52-1893632
            --------                                  ----------
  (State or other jurisdiction                      (I.R.S. Employer
of incorporation or organization)                Identification Number)

                              6801 Rockledge Drive
                            Bethesda, Maryland 20817
                           --------------------------
                         (Address, including zip code,
                        of principal executive offices)

              LOCKHEED MARTIN TACTICAL SYSTEMS MASTER SAVINGS PLAN
              ----------------------------------------------------
                            (Full title of the plan)

                           Stephen M. Piper, Esquire
                           Assistant General Counsel
                          Lockheed Martin Corporation
                              6801 Rockledge Drive
                           Bethesda, Maryland  20817
                                 (301) 897-6000

            ________________________________________________________
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                                
- ----------------------------------------------------------------------------------------------------------------
                                                                                Proposed    
                                                                                 maximum    
   Title of                                         Proposed maximum             aggregate         Amount of     
securities to be               Amount to be       offering price per           offering price     registration     
   registered                  registered(1)            share (2)                   (2)               fee           
- ----------------------------------------------------------------------------------------------------------------
<S>                          <C>                  <C>                         <C>                 <C>
Common Stock, $1.00 par
 value 
                              3,600,000                  $84.25                $379,125,000         $104,586.21
 
</TABLE>
________________________

   (1)  This Registration Statement covers 3,600,000 shares authorized to be
        sold under the Lockheed Martin Tactical Systems Master Savings Plan (the
        "Plan").  In addition, pursuant to Rule 416(c) under the Securities Act
        of 1933, (the "Securities Act"), this Registration Statement also covers
        an indeterminate amount of interests to be offered or sold pursuant to
        the Plan.

   (2)  Estimated solely for calculating the amount of the registration fee
        pursuant to Rule 457(h) under the Securities Act.
<PAGE>
 
                                    PART II

                          INFORMATION REQUIRED IN THE
                            REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents, filed with the Securities and Exchange Commission
(the "Commission") by Lockheed Martin Corporation, a Maryland corporation (the
"Company"), are incorporated herein by reference:

          (a) The Company's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1995, filed pursuant to the Securities Exchange Act of 1934,
     as amended (the "Exchange Act");

          (b) The Plan's Annual Report on Form 11-K for the year ended December
     31, 1994, filed pursuant to the Exchange Act;

          (c) The Company's Quarterly Report on Form 10-Q for the quarter ended
     March 31, 1996, filed pursuant to the Exchange Act;

          (d) The Company's Current Reports on Form 8-K, filed on January 12,
     1996, April 5, 1996, May 2, 1996 (as amended by Form 8-K/A filed on May 8,
     1996), May 20, 1996, May 28, 1996 and June 18, 1996, pursuant to the
     Exchange Act; and

          (e) The description of the common stock of the Company, $1.00 par
     value per share (the "Common Stock") contained in the Company's
     Registration Statement on Form 8-B filed on March 6, 1995 pursuant to the
     Exchange Act, as amended by Form 8-B/A filed on March 9, 1995.

     In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all the securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of the filing of such documents with the Commission.

Item 4.  DESCRIPTION OF SECURITIES

          Inapplicable

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

          The validity of the shares of Common Stock offered hereby is being
passed upon for the Company by Stephen M. Piper, the Company's Assistant General
Counsel.  Mr. Piper is not eligible to participate in the Plan.

                                       2
<PAGE>
 
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 Company.  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 of 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 Company 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 Company also authorizes the
Company to adopt By-Laws or resolutions to provide for the indemnification of
directors and officers.  Article VI of the By-Laws of the Company provides for
the indemnification of the Company's directors and officers to the fullest
extent permitted by the Maryland General Corporation Law.  In addition, the
Company's directors and officers are covered by certain insurance policies
maintained by the Company.

                                       3
<PAGE>
 
Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Inapplicable

Item 8.   EXHIBITS

Exhibit No.
- -----------

     5.1  Opinion of Stephen M. Piper, Esquire.

     5.2  Opinion of Marian S. Block, Esquire with respect to the qualification
          of the Plan.

     23.1 Consent of Ernst & Young LLP.

     23.2 Consent of Coopers & Lybrand L.L.P.

     23.3 Consent of Stephen M. Piper, Esquire (contained in Exhibit 5.1).

     23.4 Consent of Marian S. Block, Esquire (contained in Exhibit 5.2).

     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 paragraphs (a)(1)(i) and (a)(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.

                                       4
<PAGE>
 
          (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 (and, where applicable, each filing of the
Plan's annual report pursuant to 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
Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.

                                       5
<PAGE>
 
                                 SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 19th day of
June, 1996.

                         LOCKHEED MARTIN CORPORATION
 


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

     Pursuant to the requirements of the Securities Act, the administrative
committee of the Plan has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 18th day of June, 1996.

                         LOCKHEED MARTIN TACTICAL SYSTEMS MASTER
                         SAVINGS PLAN


                         By:  /s/ Stephen L. Jackson
                             -------------------------
                             Stephen L. Jackson
                             (a member of the Plan's
                             Administrative Committee)

                                       6
<PAGE>
 
     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
 
         Signature                          Title                      Date
- ---------------------------  ------------------------------------  -------------
<S>                          <C>                                   <C>
/s/ Norman R. Augustine      President, Chief Executive Officer    June 19, 1996
- ---------------------------  and Director (Principal Executive
Norman R. Augustine*         Officer)
 
/s/ Marcus C. Bennett        Senior Vice President, Chief          June 19, 1996
- ---------------------------  Financial Officer and Director
Marcus C. Bennett*           (Principal Financial Officer)
 
/s/ Robert E. Rulon          Vice President and Controller         June 19, 1996
- ---------------------------  (Principal Accounting Officer)
Robert E. Rulon*

/s/ Daniel M. Tellep         Chairman of the Board of Directors    June 19, 1996
- ---------------------------
Daniel M. Tellep*

/s/ Lynne V. Cheney          Director                              June 19, 1996
- ---------------------------
Lynne V. Cheney*

/s/ Vance D. Coffman         Director                              June 19, 1996
- ---------------------------
Vance D. Coffman*

/s/ Houston I. Flournoy      Director                              June 19, 1996
- ---------------------------
Houston I. Flournoy*

/s/ James F. Gibbons         Director                              June 19, 1996
- ---------------------------
James F. Gibbons*

/s/ Edward E. Hood, Jr.      Director                              June 19, 1996
- ---------------------------
Edward E. Hood, Jr.*

/s/ Caleb B. Hurtt           Director                              June 19, 1996
- ---------------------------
Caleb B. Hurtt*

/s/ Gwendolyn S. King        Director                              June 19, 1996
- ---------------------------
Gwendolyn S. King*

/s/ Vincent N. Marafino      Director                              June 19, 1996
- ---------------------------
Vincent N. Marafino*

/s/ Eugene F. Murphy         Director                              June 19, 1996
- ---------------------------
Eugene F. Murphy*

/s/ Frank Savage             Director                              June 19, 1996
- ---------------------------
Frank Savage*

/s/ Carlisle A. H. Trost     Director                              June 19, 1996
- ---------------------------
Carlisle A. H. Trost*
</TABLE> 

                                       7
<PAGE>
 
<TABLE>
<CAPTION>


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

/s/ James R. Ukropina        Director                              June 19, 1996
- ---------------------------
James R. Ukropina*


/s/ Douglas C. Yearly        Director                              June 19, 1996
- ---------------------------
Douglas C. Yearly*
 
 
 
* By /s/ Stephen M. Piper                                          June 19, 1996
     -------------------------- 
     Stephen M. Piper
     (Attorney-in-fact)/1/
</TABLE> 

- -------------
/1/ By authority of Powers of Attorney, filed with this
       Registration Statement.

                                       8
<PAGE>
 
 
                   INDEX TO EXHIBITS

Exhibit No.               Description of Exhibit
- -----------               ----------------------
5.1                       Opinion of Stephen M. Piper, 
                          Esquire

5.2                       Opinion of Marian S. Block, Esquire
                          with respect to the qualification 
                          of the Plan

23.1                      Consent of Ernst & Young LLP

23.2                      Consent of Coopers & Lybrand L.L.P.

23.3                      Consent of Stephen M. Piper,
                          Esquire (contained in Exhibit 5.1)

23.4                      Consent of Marian S. Block, Esq. 
                          (contained in Exhibit 5.2)

24                        Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19414}]
{"company-data": {"conformed-name": "LOCKHEED MARTIN CORP", "cik": "0000936468", "irs-number": "521893632", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06485", "film-number": "96583677"}, "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 June 19, 1996
                                                      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                                  52-1893632
            --------                                  ----------
  (State or other jurisdiction                      (I.R.S. Employer
of incorporation or organization)                Identification Number)

                              6801 Rockledge Drive
                            Bethesda, Maryland 20817
                           --------------------------
                         (Address, including zip code,
                        of principal executive offices)

              LOCKHEED MARTIN TACTICAL SYSTEMS MASTER SAVINGS PLAN
              ----------------------------------------------------
                            (Full title of the plan)

                           Stephen M. Piper, Esquire
                           Assistant General Counsel
                          Lockheed Martin Corporation
                              6801 Rockledge Drive
                           Bethesda, Maryland  20817
                                 (301) 897-6000

            ________________________________________________________
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------
                                                                                Proposed    
                                                                                 maximum    
   Title of                                         Proposed maximum             aggregate         Amount of     
securities to be               Amount to be       offering price per           offering price     registration     
   registered                  registered(1)            share (2)                   (2)               fee           
- ----------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par
 value 
                              3,600,000                  $84.25                $379,125,000         $104,586.21
________________________

   (1)  This Registration Statement covers 3,600,000 shares authorized to be
        sold under the Lockheed Martin Tactical Systems Master Savings Plan (the
        "Plan").  In addition, pursuant to Rule 416(c) under the Securities Act
        of 1933, (the "Securities Act"), this Registration Statement also covers
        an indeterminate amount of interests to be offered or sold pursuant to
        the Plan.

   (2)  Estimated solely for calculating the amount of the registration fee
        pursuant to Rule 457(h) under the Securities Act.
PART II

                          INFORMATION REQUIRED IN THE
                            REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents, filed with the Securities and Exchange Commission
(the "Commission") by Lockheed Martin Corporation, a Maryland corporation (the
"Company"), are incorporated herein by reference:

          (a) The Company's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1995, filed pursuant to the Securities Exchange Act of 1934,
     as amended (the "Exchange Act");

          (b) The Plan's Annual Report on Form 11-K for the year ended December
     31, 1994, filed pursuant to the Exchange Act;

          (c) The Company's Quarterly Report on Form 10-Q for the quarter ended
     March 31, 1996, filed pursuant to the Exchange Act;

          (d) The Company's Current Reports on Form 8-K, filed on January 12,
     1996, April 5, 1996, May 2, 1996 (as amended by Form 8-K/A filed on May 8,
     1996), May 20, 1996, May 28, 1996 and June 18, 1996, pursuant to the
     Exchange Act; and

          (e) The description of the common stock of the Company, $1.00 par
     value per share (the "Common Stock") contained in the Company's
     Registration Statement on Form 8-B filed on March 6, 1995 pursuant to the
     Exchange Act, as amended by Form 8-B/A filed on March 9, 1995.

     In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all the securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of the filing of such documents with the Commission.

Item 4.  DESCRIPTION OF SECURITIES

          Inapplicable

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

          The validity of the shares of Common Stock offered hereby is being
passed upon for the Company by Stephen M. Piper, the Company's Assistant General
Counsel.  Mr. Piper is not eligible to participate in the Plan.

                                       2
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 Company.  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 of 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 Company 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 Company also authorizes the
Company to adopt By-Laws or resolutions to provide for the indemnification of
directors and officers.  Article VI of the By-Laws of the Company provides for
the indemnification of the Company's directors and officers to the fullest
extent permitted by the Maryland General Corporation Law.  In addition, the
Company's directors and officers are covered by certain insurance policies
maintained by the Company.

                                       3
Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Inapplicable

Item 8.   EXHIBITS

Exhibit No.
- -----------

     5.1  Opinion of Stephen M. Piper, Esquire.

     5.2  Opinion of Marian S. Block, Esquire with respect to the qualification
          of the Plan.

     23.1 Consent of Ernst & Young LLP.

     23.2 Consent of Coopers & Lybrand L.L.P.

     23.3 Consent of Stephen M. Piper, Esquire (contained in Exhibit 5.1).

     23.4 Consent of Marian S. Block, Esquire (contained in Exhibit 5.2).

     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 paragraphs (a)(1)(i) and (a)(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.

                                       4
(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 (and, where applicable, each filing of the
Plan's annual report pursuant to 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
Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 19th day of
June, 1996.

                         LOCKHEED MARTIN CORPORATION
 

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

     Pursuant to the requirements of the Securities Act, the administrative
committee of the Plan has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 18th day of June, 1996.

                         LOCKHEED MARTIN TACTICAL SYSTEMS MASTER
                         SAVINGS PLAN

                         By:  /s/ Stephen L. Jackson
                             -------------------------
                             Stephen L. Jackson
                             (a member of the Plan's
                             Administrative Committee)

                                       6
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature                          Title                      Date
- ---------------------------  ------------------------------------  -------------
/s/ Norman R. Augustine      President, Chief Executive Officer    June 19, 1996
- ---------------------------  and Director (Principal Executive
Norman R. Augustine*         Officer)
 
/s/ Marcus C. Bennett        Senior Vice President, Chief          June 19, 1996
- ---------------------------  Financial Officer and Director
Marcus C. Bennett*           (Principal Financial Officer)
 
/s/ Robert E. Rulon          Vice President and Controller         June 19, 1996
- ---------------------------  (Principal Accounting Officer)
Robert E. Rulon*

/s/ Daniel M. Tellep         Chairman of the Board of Directors    June 19, 1996
- ---------------------------
Daniel M. Tellep*

/s/ Lynne V. Cheney          Director                              June 19, 1996
- ---------------------------
Lynne V. Cheney*

/s/ Vance D. Coffman         Director                              June 19, 1996
- ---------------------------
Vance D. Coffman*

/s/ Houston I. Flournoy      Director                              June 19, 1996
- ---------------------------
Houston I. Flournoy*

/s/ James F. Gibbons         Director                              June 19, 1996
- ---------------------------
James F. Gibbons*

/s/ Edward E. Hood, Jr.      Director                              June 19, 1996
- ---------------------------
Edward E. Hood, Jr.*

/s/ Caleb B. Hurtt           Director                              June 19, 1996
- ---------------------------
Caleb B. Hurtt*

/s/ Gwendolyn S. King        Director                              June 19, 1996
- ---------------------------
Gwendolyn S. King*

/s/ Vincent N. Marafino      Director                              June 19, 1996
- ---------------------------
Vincent N. Marafino*

/s/ Eugene F. Murphy         Director                              June 19, 1996
- ---------------------------
Eugene F. Murphy*

/s/ Frank Savage             Director                              June 19, 1996
- ---------------------------
Frank Savage*

/s/ Carlisle A. H. Trost     Director                              June 19, 1996
- ---------------------------
Carlisle A. H. Trost*
7
Signature                          Title                      Date
- ---------------------------  ------------------------------------  -------------
/s/ James R. Ukropina        Director                              June 19, 1996
- ---------------------------
James R. Ukropina*

/s/ Douglas C. Yearly        Director                              June 19, 1996
- ---------------------------
Douglas C. Yearly*
 
 
 
* By /s/ Stephen M. Piper                                          June 19, 1996
     -------------------------- 
     Stephen M. Piper
     (Attorney-in-fact)/1/
- -------------
/1/ By authority of Powers of Attorney, filed with this
       Registration Statement.

                                       8
INDEX TO EXHIBITS

Exhibit No.               Description of Exhibit
- -----------               ----------------------
5.1                       Opinion of Stephen M. Piper, 
                          Esquire

5.2                       Opinion of Marian S. Block, Esquire
                          with respect to the qualification 
                          of the Plan

23.1                      Consent of Ernst & Young LLP

23.2                      Consent of Coopers & Lybrand L.L.P.

23.3                      Consent of Stephen M. Piper,
                          Esquire (contained in Exhibit 5.1)

23.4                      Consent of Marian S. Block, Esq. 
                          (contained in Exhibit 5.2)

24                        Powers of Attorney