<PAGE>
 
    As filed with the Securities and Exchange Commission on March 15, 1995.
                                                            Registration No. 33-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

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

                          LOCKHEED MARTIN CORPORATION
             (Exact name of registrant as specified in its charter)


          Maryland                                      52-1893632
(State or other jurisdiction of            (I.R.S. Employer Identification No.) 
incorporation or organization)


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

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

                  Lockheed Salaried Employee Savings Plan Plus
                   Lockheed Hourly Employee Savings Plan Plus
                       Lockheed Space Operations Company
                      Hourly Employee Investment Plan Plus
                            (Full title of the plan)

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

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

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
                                             Proposed           Proposed
                                              maximum           maximum
Title of securities       Amount to be    offering price       aggregate            Amount of
to be registered          registered(*)    per share(**)   offering price(**)  registration fee(**)
- ---------------------------------------------------------------------------------------------------
<S>                        <C>              <C>            <C>                    <C> 
Common Stock, par
value $1.00 per share...   26,000,000        $26.52           $689,520,000         $237,767.19
- ---------------------------------------------------------------------------------------------------
</TABLE>
(*)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration Statement also covers an indeterminate amount of plan
     interests to be offered or sold pursuant to the plan to which this
     Registration Statement relates.

(**) At the time of the filing of this Registration Statement on Form S-8, there
     is no market for the Registrant's securities to be offered.  Accordingly,
     the fee has been computed, pursuant to Rule 457(h)(1) and guidance provided
     by the Office of Chief Counsel, based on the book value of the securities
     to be offered as of December 31, 1994.

- --------------------------------------------------------------------------------
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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

          The following documents filed by the Registrant, Martin Marietta
Corporation, Lockheed Corporation or the Plans with the Securities and Exchange
Commission (the "Commission") are incorporated by reference and made a part
hereof:

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

          (b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-B filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act") (as amended on Form 8-B/A filed with the Commission on March 9, 1995), and
any amendment or report filed for the purpose of updating such description; and

          (c) Martin Marietta Corporation's Current Report on Form 8-K filed
with the Commission on February 13, 1995;

          (d) Martin Marietta Corporation's Current Report on Form 8-K filed
with the Commission on February 17, 1995;

          (e) Lockheed Corporation's Current Report on Form 8-K filed with the
Commission on February 21, 1995;

          (f) The Plans' Annual Reports on Form 11-K filed with the Commission
as Exhibits 99.1, 99.2 and 99.3, respectively, to Lockheed Corporation's Annual
Report on Form 10-K/A dated June 28, 1994; and

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


          All documents subsequently filed by the Registrant, Martin Marietta
Corporation, Lockheed Corporation or the Plans 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.
         ------------------------- 

     Not Applicable

                                      -1-
<PAGE>
 
Item 5.  Interests of Named Experts and Counsel.
         -------------------------------------- 

     The Opinion of Counsel as to the legality of the securities being issued
(constituting Exhibit 5) has been rendered by counsel who is a full-time
employee of the Registrant. Counsel rendering such opinion is not eligible to
participate in the Plans.


Item 6.  Indemnification of Directors and Officers.
         ----------------------------------------- 

     The Maryland General Corporation Law authorizes Maryland corporations to
limit the liability of directors and officers to the corporation or its
stockholders for money damages, except (a) to the extent that it is proved that
the person actually received an improper benefit or profit in money, property or
services, for the amount of the benefit or profit in money, property or services
actually received, (b) to the extent that a judgment or other final adjudication
adverse to the person is entered in a proceeding based on a finding that the
person's action or failure to act was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated in the proceeding
or (c) in respect of certain other actions not applicable to the Registrant.
Under the Maryland General Corporation Law, unless limited by charter,
indemnification is mandatory if a director or an officer has been successful on
the merits or otherwise in the defense of any proceeding by reason of his or her
service as a director unless such indemnification is not otherwise permitted as
described in the following sentence. Indemnification is permissive unless it is
established that (a) the act or omission of the director was material to the
matter giving rise to the proceeding and was committed in bad faith or was the
result of active and deliberate dishonesty, (b) the director actually received
an improper personal benefit in money, property or services or (c) in the case
of any criminal proceeding, the director had reasonable cause to believe his or
her act or omission was unlawful. In addition to the foregoing, a court of
appropriate jurisdiction may under certain circumstances order indemnification
if it determines that the director or officer is fairly and reasonably entitled
to indemnification in view of all the relevant circumstances, whether or not the
director or officer has met the standards of conduct set 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

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


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

     Not Applicable


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

   4-A.   Lockheed Salaried Employee Savings Plan Plus, as amended and restated
          through March 1, 1995.

   4-B.   Lockheed Hourly Employee Savings Plan Plus, as amended and restated
          through March 1, 1995.

   4-C.   Lockheed Space Operations Company Hourly Employee Investment Plan
          Plus, as amended and restated through March 1, 1995.

   4-D.   Amended and Restated Trust Agreement dated October 1, 1983, between
          Lockheed Corporation and Bankers Trust Company (included as an exhibit
          to Registration Statement on Form S-8, No. 33-13205 and incorporated
          hereby by reference).

   4-E.   Amendment No. 1, dated as of March 1, 1987, to Amended and Restated
          Trust Agreement, between Lockheed Corporation and Bankers Trust
          Company (included as an exhibit to Registration Statement on Form S-8,
          No. 33-13205 and incorporated herein by reference).

   4-F.   Amended and Restated Trust Agreement dated as of January 1, 1984,
          among Lockheed Corporation, Lockheed Shipbuilding and Construction
          Company, Lockheed Space Operations Company and Bankers Trust Company
          (included as an exhibit to Registration Statement on Form S-8, No. 33-
          13205 and incorporated herein by reference).

   4-G.   Amendment No. 1, dated as of March 1, 1987, to Trust Agreement among
          Lockheed Corporation, Lockheed Space Operations Company and Bankers
          Trust Company (included as an exhibit to Registration Statement on
          Form S-8, No. 33-13205 and incorporated herein by reference).

   4-H.   Amendment No. 2, dated as of August 1, 1987, to Amended and Restated
          Trust Agreement, between Lockheed Corporation and Bankers Trust
          Company (included as an exhibit to Post-Effective Amendment No. 1 to
          Registration

                                      -3-
<PAGE>
 
          Statement on Form S-8, No. 33-13205 and incorporated herein by
          reference).

   4-I.   Amendment No. 3, dated as of December 5, 1988, to Amended and Restated
          Trust Agreement, between Lockheed Corporation and Bankers Trust
          Company (included as an exhibit to Post-Effective Amendment No. 1 to
          Registration Statement on Form S-8, No. 33-13205 and incorporated
          herein by reference).

   4-J.   Amendment No. 4, dated as of March 27, 1989, to Amended and Restated
          Trust Agreement, between Lockheed Corporation and Bankers Trust
          Company (included as an exhibit to Post-Effective Amendment No. 1 to
          Registration Statement on Form S-8, No. 33-13205 and incorporated
          herein by reference).

   4-K.   Lockheed (ESOP Feature) Trust Agreement effective March 27, 1989,
          between Lockheed Corporation and U.S. Trust Company of California,
          N.A. (included as an exhibit to Post-Effective Amendment No. 1 to
          Registration Statement on Form S-8, No. 33-13205 and incorporated
          herein by reference).

   4-L.   Amendment No. 2, dated as of December 5, 1988, to Amended and Restated
          Trust Agreement, among Lockheed Corporation, Lockheed Space Operations
          Company and Bankers Trust Company (included as an exhibit to
          Registration Statement on Form S-8, No. 33-34758 and incorporated
          herein by reference).

   4-M.   Amendment 1989-1, dated as of December 20, 1989, to Lockheed (ESOP
          Feature) Trust Agreement, between Lockheed Corporation and U.S. Trust
          Company of California, N.A. (included as an exhibit to Registration
          Statement on Form S-8, No. 33-34758 and incorporated herein by
          reference).

   4-N.   Lockheed (Hourly ESOP) Trust Agreement, dated May 9, 1990, among
          Lockheed Corporation, Lockheed Space Operations Company and U.S. Trust
          Company of California, N.A. (included as an exhibit to Registration
          Statement on Form S-8, No. 33-34758 and incorporated herein by
          reference).

   4-O.   Amendment No. 3, dated as of May 8, 1990, to Amended and Restated
          Trust Agreement among Lockheed Corporation, Lockheed Space Operations
          Company and Bankers Trust Company (included as an exhibit to
          Registration Statement on Form S-8, No. 33-34758 and incorporated
          herein by reference).

   4-P.   Second Amendment, dated as of February 25, 1991, to Lockheed (ESOP
          Feature) Trust Agreement, between Lockheed

                                      -4-
<PAGE>
 
          Corporation and U.S. Trust Company of California, N.A. (included as an
          exhibit to Post-Effective Amendment No. 1 to Registration Statement on
          Form S-8, No. 33-34758 and incorporated herein by reference).

   4-Q.   Lockheed (ESOP Feature) Trust Agreement - Amendment 1995-I.

     5.   Opinion of Stephen M. Piper, Esquire

  23-A.   Consent of Ernst & Young LLP (Washington, D.C.).

  23-B.   Consent of Ernst & Young LLP (Los Angeles, CA).

  23-C.   Consent of KPMG Peat Marwick LLP.

  23-D.   Consent of Arthur Andersen LLP.

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

    25.   Powers of Attorney (included as an exhibit to Registration Statement
          on Form S-8 relating to Lockheed Martin Corporation Directors Deferred
          Stock Plan filed with the Commission on March 15, 1994 and
          incorporated herein by reference).

     The Registrant hereby undertakes that the Registrant will submit or has
submitted the Plans and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plans.


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

                                      -5-
<PAGE>
 
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 (and, where applicable, each filing of an
employee benefit 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 Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      -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.

                          LOCKHEED MARTIN CORPORATION

Date:  March 15, 1995                            By:  /s/ Frank H. Menaker, Jr.
                                                          ---------------------
                                                          Frank H. Menaker, Jr.
                                                          Vice President and   
                                                          General Counsel       


     Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Plans) have duly caused this registration
statement to be signed on their behalfs by the undersigned, thereunto duly
authorized, in the City of Calabasas, State of California.

Date:  March 15, 1995      LOCKHEED SALARIED EMPLOYEE
                           SAVINGS PLAN PLUS


                                                 By:  /s/ Walter E. Skowronski  
                                                          --------------------  
                                                          Walter E. Skowronski  
                                                          Chairman, Savings Plan
                                                          Committee


Date:  March 15, 1995      LOCKHEED HOURLY EMPLOYEE
                           SAVINGS PLAN PLUS


                                                 By:  /s/ Walter E. Skowronski  
                                                          --------------------  
                                                          Walter E. Skowronski  
                                                          Chairman, Savings Plan
                                                          Committee
<PAGE>
 
Date:  March 15, 1995      LOCKHEED SPACE OPERATIONS               
                           COMPANY HOURLY EMPLOYEE
                           INVESTMENT PLAN PLUS


                           By:  /s/ Walter E. Skowronski
                                    --------------------
                                    Walter E. Skowronski
                                    Chairman, Savings
                                    Plan Committee


     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/  Daniel M. Tellep            Chairman of the          March 15, 1995
     ----------------            Board and Chief  
     Daniel M. Tellep*           Executive Officer          
                                 and Director     
     

/s/  Marcus C. Bennett           Senior Vice              March 15, 1995 
     -----------------           President, Chief           
     Marcus C. Bennett*          Financial Officer          
                                 and Director     
     

/s/  Robert E. Rulon             Controller and Chief     March 15, 1995 
     ---------------             Accounting Officer              
     Robert E. Rulon*

/s/  Norman R. Augustine         Director                 March 15, 1995 
     -------------------
     Norman R. Augustine*

/s/  Lynne V. Cheney             Director                 March 15, 1995 
     ---------------
     Lynne V. Cheney*

/s/  Edwin I. Colodny            Director                 March 15, 1995 
     ----------------                      
     Edwin I. Colodny*

/s/  Lodwrick M. Cook            Director                 March 15, 1995 
     ----------------            
     Lodwrick M. Cook*

/s/  James L. Everett, III       Director                 March 15, 1995
     ---------------------
     James L. Everett, III*

/s/  Houston I. Flournoy         Director                 March 15, 1995 
     -------------------
     Houston I. Flournoy*
</TABLE> 
 
<PAGE>
 
<TABLE>
<CAPTION>
    Signature                    Title                    Date
    ---------                    -----                    ----
<S>                              <C>                      <C>  
/s/ James F. Gibbons             Director                 March 15, 1995
    ----------------                      
    James F. Gibbons*

/s/ Edward E. Hood, Jr.          Director                 March 15, 1995 
    -------------------
    Edward E. Hood, Jr.*

/s/ Caleb B. Hurtt               Director                 March 15, 1995 
    -----------------                      
    Caleb B. Hurtt*

/s/ Gwendolyn S. King            Director                 March 15, 1995 
    -----------------                      
    Gwendolyn S. King*

/s/ Lawrence O. Kitchen          Director                 March 15, 1995 
    -------------------
    Lawrence O. Kitchen*

/s/ Gordon S. Macklin            Director                 March 15, 1995 
    -----------------                      
    Gordon S. Macklin*

/s/ Vincent N. Marafino          Director                 March 15, 1995
    -------------------
    Vincent N. Marafino*

/s/ Eugene F. Murphy             Director                 March 15, 1995 
    ----------------                      
    Eugene F. Murphy*

/s/ Allen E. Murray              Director                 March 15, 1995 
    ---------------                      
    Allen E. Murray*

/s/ Frank Savage                 Director                 March 15, 1995 
    ------------
    Frank Savage*

/s/ Carlisle A.H. Trost          Director                 March 15, 1995 
    -------------------
    Carlisle A.H. Trost*

/s/ James R. Ukropina            Director                 March 15, 1995 
    -----------------                      
    James R. Ukropina*
 
              *By:  /s/ Stephen M. Piper                  March 15, 1995
                    --------------------
                   (Stephen M. Piper, Attorney-in-fact**)
</TABLE> 
- --------------------

**By authority of Powers of Attorney filed with this Registration Statement on
  Form S-8
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE> 
<CAPTION> 
     Exhibit                                                       Page
     Number                   Description                           No.
     ------                   -----------                          ----
     <C>      <S>                                                  <C> 
        4-A.  Lockheed Salaried Employee Savings Plan 
              Plus, as amended and restated through
              March 1, 1995.

        4-B.  Lockheed Hourly Employee Savings Plan
              Plus, as amended and restated through
              March 1, 1995.

        4-C.  Lockheed Space Operations Company Hourly
              Employee Investment Plan Plus, as amended
              and restated through March 1, 1995.

        4-D.  Amended and Restated Trust Agreement
              dated October 1, 1983, between Lockheed
              Corporation and Bankers Trust Company
              (included as an exhibit to Registration
              Statement on Form S-8, No. 33-13205
              and incorporated hereby by reference).

        4-E.  Amendment No. 1, dated as of March 1,
              1987, to Amended and Restated Trust
              Agreement, between Lockheed Corporation
              and Bankers Trust Company (included
              as an exhibit to Registration Statement
              on Form S-8, No. 33-13205 and incorporated
              herein by reference).

        4-F.  Amended and Restated Trust Agreement
              dated as of January 1, 1984, among
              Lockheed Corporation, Lockheed
              Shipbuilding and Construction
              Company, Lockheed Space Operations
              Company and Bankers Trust Company
              (included as an exhibit   to Registration
              Statement on Form S-8, No. 33-13205
              and incorporated herein by reference).

        4-G.  Amendment No. 1, dated as of March 1,
              1987, to Trust Agreement among Lockheed
              Corporation, Lockheed Space Operations
              Company and Bankers Trust Company (included
              as an exhibit to Registration Statement
              on Form S-8, No. 33-13205 and incorporated
              herein by reference).

        4-H.  Amendment No. 2, dated as of August 1,
</TABLE> 
<PAGE>
 
<TABLE> 
     <C>      <S>                                                  <C>  
              1987, to Amended and Restated Trust
              Agreement, between Lockheed Corporation
              and Bankers Trust Company (included as
              an exhibit to Post-Effective Amendment
              No. 1 to Registration Statement on
              Form S-8, No. 33-13205 and incorporated
              herein by reference).

        4-I.  Amendment No. 3, dated as of December 5,
              1988, to Amended and Restated Trust
              Agreement, between Lockheed Corporation
              and Bankers Trust Company (included as
              an exhibit to Post-Effective Amendment
              No. 1 to Registration Statement on
              Form S-8, No. 33-13205 and incorporated
              herein by reference).

        4-J.  Amendment No. 4, dated as of March 27,
              1989, to Amended and Restated Trust
              Agreement, between Lockheed Corporation
              and Bankers Trust Company (included as
              an exhibit to Post-Effective Amendment
              No. 1 to Registration Statement on
              Form S-8, No. 33-13205 and incorporated
              herein by reference).

        4-K.  Lockheed (ESOP Feature) Trust Agreement
              effective March 27, 1989, between Lockheed
              Corporation and U.S. Trust Company of
              California, N.A. (included as an exhibit to
              Post-Effective Amendment No. 1 to
              Registration Statement on Form S-8,
              No. 33-13205 and incorporated herein
              by reference).

        4-L.  Amendment No. 2, dated as of December 5,
              1988, to Amended and Restated Trust
              Agreement, among Lockheed Corporation,
              Lockheed Space Operations Company and
              Bankers Trust Company (included as an
              exhibit to Registration Statement on
              Form S-8, No. 33-34758 and incorporated
              herein by reference).

        4-M.  Amendment 1989-1, dated as of December 20,
              1989, to Lockheed (ESOP Feature) Trust
              Agreement, between Lockheed Corporation
              and U.S. Trust Company of California,
              N.A. (included as an exhibit to
              Registration Statement on Form S-8,
              No. 33-34758 and incorporated herein
              by reference).

        4-N.  Lockheed (Hourly ESOP) Trust Agreement,
</TABLE> 
<PAGE>
 
<TABLE> 
     <C>      <S>                                                  <C>  
              dated May 9, 1990, among Lockheed
              Corporation, Lockheed Space Operations
              Company and U.S. Trust Company of
              California, N.A. (included as an exhibit
              to Registration Statement on Form S-8,
              No. 33-34758 and incorporated herein
              by reference).

        4-O.  Amendment No. 3, dated as of May 8, 1990,
              to Amended and Restated Trust Agreement
              among Lockheed Corporation, Lockheed
              Space Operations Company and Bankers
              Trust Company (included as an exhibit
              to Registration Statement on Form S-8,
              No. 33-34758 and incorporated herein
              by reference).

        4-P.  Second Amendment, dated as of February 25,
              1991, to Lockheed (ESOP Feature) Trust
              Agreement, between Lockheed Corporation
              and U.S. Trust Company of California,
              N.A. (included as an exhibit to
              Post-Effective Amendment No. 1 to
              Registration Statement on Form S-8,
              No. 33-34758 and incorporated herein
              by reference).

        4-Q.  Lockheed (ESOP Feature) Trust Agreement -
              Amendment 1995-I.

          5.  Opinion of Stephen M. Piper, Esquire

       23-A.  Consent of Ernst & Young LLP (Washington, 
              D.C.).

       23-B.  Consent of Ernst & Young LLP (Los Angeles, 
              CA).

       23-C.  Consent of KPMG Peat Marwick LLP.

       23-D.  Consent of Arthur Andersen LLP.

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

         25.  Powers of Attorney (included as an exhibit to 
              Registration Statement on Form S-8 relating to 
              Lockheed Martin Corporation Directors Deferred 
              Stock Plan filed with the Commission on 
              March 15, 1994 and incorporated herein by 
              reference).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 32744}]
{"company-data": {"conformed-name": "LOCKHEED MARTIN CORP", "cik": "0000936468", "assigned-sic": "3760", "irs-number": "521893632", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58097", "film-number": "95520811"}, "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 15, 1995.
                                                            Registration No. 33-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

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

                          LOCKHEED MARTIN CORPORATION
             (Exact name of registrant as specified in its charter)

          Maryland                                      52-1893632
(State or other jurisdiction of            (I.R.S. Employer Identification No.) 
incorporation or organization)

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

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

                  Lockheed Salaried Employee Savings Plan Plus
                   Lockheed Hourly Employee Savings Plan Plus
                       Lockheed Space Operations Company
                      Hourly Employee Investment Plan Plus
                            (Full title of the plan)

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

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

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

                        CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------
                                             Proposed           Proposed
                                              maximum           maximum
Title of securities       Amount to be    offering price       aggregate            Amount of
to be registered          registered(*)    per share(**)   offering price(**)  registration fee(**)
- ---------------------------------------------------------------------------------------------------
Common Stock, par
value $1.00 per share...   26,000,000        $26.52           $689,520,000         $237,767.19
- ---------------------------------------------------------------------------------------------------
(*)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration Statement also covers an indeterminate amount of plan
     interests to be offered or sold pursuant to the plan to which this
     Registration Statement relates.

(**) At the time of the filing of this Registration Statement on Form S-8, there
     is no market for the Registrant's securities to be offered.  Accordingly,
     the fee has been computed, pursuant to Rule 457(h)(1) and guidance provided
     by the Office of Chief Counsel, based on the book value of the securities
     to be offered as of December 31, 1994.

- --------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

          The following documents filed by the Registrant, Martin Marietta
Corporation, Lockheed Corporation or the Plans with the Securities and Exchange
Commission (the "Commission") are incorporated by reference and made a part
hereof:

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

          (b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-B filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act") (as amended on Form 8-B/A filed with the Commission on March 9, 1995), and
any amendment or report filed for the purpose of updating such description; and

          (c) Martin Marietta Corporation's Current Report on Form 8-K filed
with the Commission on February 13, 1995;

          (d) Martin Marietta Corporation's Current Report on Form 8-K filed
with the Commission on February 17, 1995;

          (e) Lockheed Corporation's Current Report on Form 8-K filed with the
Commission on February 21, 1995;

          (f) The Plans' Annual Reports on Form 11-K filed with the Commission
as Exhibits 99.1, 99.2 and 99.3, respectively, to Lockheed Corporation's Annual
Report on Form 10-K/A dated June 28, 1994; and

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

          All documents subsequently filed by the Registrant, Martin Marietta
Corporation, Lockheed Corporation or the Plans 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.
         ------------------------- 

     Not Applicable

                                      -1-
Item 5.  Interests of Named Experts and Counsel.
         -------------------------------------- 

     The Opinion of Counsel as to the legality of the securities being issued
(constituting Exhibit 5) has been rendered by counsel who is a full-time
employee of the Registrant. Counsel rendering such opinion is not eligible to
participate in the Plans.

Item 6.  Indemnification of Directors and Officers.
         ----------------------------------------- 

     The Maryland General Corporation Law authorizes Maryland corporations to
limit the liability of directors and officers to the corporation or its
stockholders for money damages, except (a) to the extent that it is proved that
the person actually received an improper benefit or profit in money, property or
services, for the amount of the benefit or profit in money, property or services
actually received, (b) to the extent that a judgment or other final adjudication
adverse to the person is entered in a proceeding based on a finding that the
person's action or failure to act was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated in the proceeding
or (c) in respect of certain other actions not applicable to the Registrant.
Under the Maryland General Corporation Law, unless limited by charter,
indemnification is mandatory if a director or an officer has been successful on
the merits or otherwise in the defense of any proceeding by reason of his or her
service as a director unless such indemnification is not otherwise permitted as
described in the following sentence. Indemnification is permissive unless it is
established that (a) the act or omission of the director was material to the
matter giving rise to the proceeding and was committed in bad faith or was the
result of active and deliberate dishonesty, (b) the director actually received
an improper personal benefit in money, property or services or (c) in the case
of any criminal proceeding, the director had reasonable cause to believe his or
her act or omission was unlawful. In addition to the foregoing, a court of
appropriate jurisdiction may under certain circumstances order indemnification
if it determines that the director or officer is fairly and reasonably entitled
to indemnification in view of all the relevant circumstances, whether or not the
director or officer has met the standards of conduct set 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

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

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

     Not Applicable

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

   4-A.   Lockheed Salaried Employee Savings Plan Plus, as amended and restated
          through March 1, 1995.

   4-B.   Lockheed Hourly Employee Savings Plan Plus, as amended and restated
          through March 1, 1995.

   4-C.   Lockheed Space Operations Company Hourly Employee Investment Plan
          Plus, as amended and restated through March 1, 1995.

   4-D.   Amended and Restated Trust Agreement dated October 1, 1983, between
          Lockheed Corporation and Bankers Trust Company (included as an exhibit
          to Registration Statement on Form S-8, No. 33-13205 and incorporated
          hereby by reference).

   4-E.   Amendment No. 1, dated as of March 1, 1987, to Amended and Restated
          Trust Agreement, between Lockheed Corporation and Bankers Trust
          Company (included as an exhibit to Registration Statement on Form S-8,
          No. 33-13205 and incorporated herein by reference).

   4-F.   Amended and Restated Trust Agreement dated as of January 1, 1984,
          among Lockheed Corporation, Lockheed Shipbuilding and Construction
          Company, Lockheed Space Operations Company and Bankers Trust Company
          (included as an exhibit to Registration Statement on Form S-8, No. 33-
          13205 and incorporated herein by reference).

   4-G.   Amendment No. 1, dated as of March 1, 1987, to Trust Agreement among
          Lockheed Corporation, Lockheed Space Operations Company and Bankers
          Trust Company (included as an exhibit to Registration Statement on
          Form S-8, No. 33-13205 and incorporated herein by reference).

   4-H.   Amendment No. 2, dated as of August 1, 1987, to Amended and Restated
          Trust Agreement, between Lockheed Corporation and Bankers Trust
          Company (included as an exhibit to Post-Effective Amendment No. 1 to
          Registration

                                      -3-
Statement on Form S-8, No. 33-13205 and incorporated herein by
          reference).

   4-I.   Amendment No. 3, dated as of December 5, 1988, to Amended and Restated
          Trust Agreement, between Lockheed Corporation and Bankers Trust
          Company (included as an exhibit to Post-Effective Amendment No. 1 to
          Registration Statement on Form S-8, No. 33-13205 and incorporated
          herein by reference).

   4-J.   Amendment No. 4, dated as of March 27, 1989, to Amended and Restated
          Trust Agreement, between Lockheed Corporation and Bankers Trust
          Company (included as an exhibit to Post-Effective Amendment No. 1 to
          Registration Statement on Form S-8, No. 33-13205 and incorporated
          herein by reference).

   4-K.   Lockheed (ESOP Feature) Trust Agreement effective March 27, 1989,
          between Lockheed Corporation and U.S. Trust Company of California,
          N.A. (included as an exhibit to Post-Effective Amendment No. 1 to
          Registration Statement on Form S-8, No. 33-13205 and incorporated
          herein by reference).

   4-L.   Amendment No. 2, dated as of December 5, 1988, to Amended and Restated
          Trust Agreement, among Lockheed Corporation, Lockheed Space Operations
          Company and Bankers Trust Company (included as an exhibit to
          Registration Statement on Form S-8, No. 33-34758 and incorporated
          herein by reference).

   4-M.   Amendment 1989-1, dated as of December 20, 1989, to Lockheed (ESOP
          Feature) Trust Agreement, between Lockheed Corporation and U.S. Trust
          Company of California, N.A. (included as an exhibit to Registration
          Statement on Form S-8, No. 33-34758 and incorporated herein by
          reference).

   4-N.   Lockheed (Hourly ESOP) Trust Agreement, dated May 9, 1990, among
          Lockheed Corporation, Lockheed Space Operations Company and U.S. Trust
          Company of California, N.A. (included as an exhibit to Registration
          Statement on Form S-8, No. 33-34758 and incorporated herein by
          reference).

   4-O.   Amendment No. 3, dated as of May 8, 1990, to Amended and Restated
          Trust Agreement among Lockheed Corporation, Lockheed Space Operations
          Company and Bankers Trust Company (included as an exhibit to
          Registration Statement on Form S-8, No. 33-34758 and incorporated
          herein by reference).

   4-P.   Second Amendment, dated as of February 25, 1991, to Lockheed (ESOP
          Feature) Trust Agreement, between Lockheed

                                      -4-
Corporation and U.S. Trust Company of California, N.A. (included as an
          exhibit to Post-Effective Amendment No. 1 to Registration Statement on
          Form S-8, No. 33-34758 and incorporated herein by reference).

   4-Q.   Lockheed (ESOP Feature) Trust Agreement - Amendment 1995-I.

     5.   Opinion of Stephen M. Piper, Esquire

  23-A.   Consent of Ernst & Young LLP (Washington, D.C.).

  23-B.   Consent of Ernst & Young LLP (Los Angeles, CA).

  23-C.   Consent of KPMG Peat Marwick LLP.

  23-D.   Consent of Arthur Andersen LLP.

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

    25.   Powers of Attorney (included as an exhibit to Registration Statement
          on Form S-8 relating to Lockheed Martin Corporation Directors Deferred
          Stock Plan filed with the Commission on March 15, 1994 and
          incorporated herein by reference).

     The Registrant hereby undertakes that the Registrant will submit or has
submitted the Plans and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plans.

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

                                      -5-
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 (and, where applicable, each filing of an
employee benefit 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 Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      -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.

                          LOCKHEED MARTIN CORPORATION

Date:  March 15, 1995                            By:  /s/ Frank H. Menaker, Jr.
                                                          ---------------------
                                                          Frank H. Menaker, Jr.
                                                          Vice President and   
                                                          General Counsel       

     Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Plans) have duly caused this registration
statement to be signed on their behalfs by the undersigned, thereunto duly
authorized, in the City of Calabasas, State of California.

Date:  March 15, 1995      LOCKHEED SALARIED EMPLOYEE
                           SAVINGS PLAN PLUS

                                                 By:  /s/ Walter E. Skowronski  
                                                          --------------------  
                                                          Walter E. Skowronski  
                                                          Chairman, Savings Plan
                                                          Committee

Date:  March 15, 1995      LOCKHEED HOURLY EMPLOYEE
                           SAVINGS PLAN PLUS

                                                 By:  /s/ Walter E. Skowronski  
                                                          --------------------  
                                                          Walter E. Skowronski  
                                                          Chairman, Savings Plan
                                                          Committee
Date:  March 15, 1995      LOCKHEED SPACE OPERATIONS               
                           COMPANY HOURLY EMPLOYEE
                           INVESTMENT PLAN PLUS

                           By:  /s/ Walter E. Skowronski
                                    --------------------
                                    Walter E. Skowronski
                                    Chairman, Savings
                                    Plan Committee

     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/  Daniel M. Tellep            Chairman of the          March 15, 1995
     ----------------            Board and Chief  
     Daniel M. Tellep*           Executive Officer          
                                 and Director     
     

/s/  Marcus C. Bennett           Senior Vice              March 15, 1995 
     -----------------           President, Chief           
     Marcus C. Bennett*          Financial Officer          
                                 and Director     
     

/s/  Robert E. Rulon             Controller and Chief     March 15, 1995 
     ---------------             Accounting Officer              
     Robert E. Rulon*

/s/  Norman R. Augustine         Director                 March 15, 1995 
     -------------------
     Norman R. Augustine*

/s/  Lynne V. Cheney             Director                 March 15, 1995 
     ---------------
     Lynne V. Cheney*

/s/  Edwin I. Colodny            Director                 March 15, 1995 
     ----------------                      
     Edwin I. Colodny*

/s/  Lodwrick M. Cook            Director                 March 15, 1995 
     ----------------            
     Lodwrick M. Cook*

/s/  James L. Everett, III       Director                 March 15, 1995
     ---------------------
     James L. Everett, III*

/s/  Houston I. Flournoy         Director                 March 15, 1995 
     -------------------
     Houston I. Flournoy*
Signature                    Title                    Date
    ---------                    -----                    ----
/s/ James F. Gibbons             Director                 March 15, 1995
    ----------------                      
    James F. Gibbons*

/s/ Edward E. Hood, Jr.          Director                 March 15, 1995 
    -------------------
    Edward E. Hood, Jr.*

/s/ Caleb B. Hurtt               Director                 March 15, 1995 
    -----------------                      
    Caleb B. Hurtt*

/s/ Gwendolyn S. King            Director                 March 15, 1995 
    -----------------                      
    Gwendolyn S. King*

/s/ Lawrence O. Kitchen          Director                 March 15, 1995 
    -------------------
    Lawrence O. Kitchen*

/s/ Gordon S. Macklin            Director                 March 15, 1995 
    -----------------                      
    Gordon S. Macklin*

/s/ Vincent N. Marafino          Director                 March 15, 1995
    -------------------
    Vincent N. Marafino*

/s/ Eugene F. Murphy             Director                 March 15, 1995 
    ----------------                      
    Eugene F. Murphy*

/s/ Allen E. Murray              Director                 March 15, 1995 
    ---------------                      
    Allen E. Murray*

/s/ Frank Savage                 Director                 March 15, 1995 
    ------------
    Frank Savage*

/s/ Carlisle A.H. Trost          Director                 March 15, 1995 
    -------------------
    Carlisle A.H. Trost*

/s/ James R. Ukropina            Director                 March 15, 1995 
    -----------------                      
    James R. Ukropina*
 
              *By:  /s/ Stephen M. Piper                  March 15, 1995
                    --------------------
                   (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.
     ------                   -----------                          ----
4-A.  Lockheed Salaried Employee Savings Plan 
              Plus, as amended and restated through
              March 1, 1995.

        4-B.  Lockheed Hourly Employee Savings Plan
              Plus, as amended and restated through
              March 1, 1995.

        4-C.  Lockheed Space Operations Company Hourly
              Employee Investment Plan Plus, as amended
              and restated through March 1, 1995.

        4-D.  Amended and Restated Trust Agreement
              dated October 1, 1983, between Lockheed
              Corporation and Bankers Trust Company
              (included as an exhibit to Registration
              Statement on Form S-8, No. 33-13205
              and incorporated hereby by reference).

        4-E.  Amendment No. 1, dated as of March 1,
              1987, to Amended and Restated Trust
              Agreement, between Lockheed Corporation
              and Bankers Trust Company (included
              as an exhibit to Registration Statement
              on Form S-8, No. 33-13205 and incorporated
              herein by reference).

        4-F.  Amended and Restated Trust Agreement
              dated as of January 1, 1984, among
              Lockheed Corporation, Lockheed
              Shipbuilding and Construction
              Company, Lockheed Space Operations
              Company and Bankers Trust Company
              (included as an exhibit   to Registration
              Statement on Form S-8, No. 33-13205
              and incorporated herein by reference).

        4-G.  Amendment No. 1, dated as of March 1,
              1987, to Trust Agreement among Lockheed
              Corporation, Lockheed Space Operations
              Company and Bankers Trust Company (included
              as an exhibit to Registration Statement
              on Form S-8, No. 33-13205 and incorporated
              herein by reference).

        4-H.  Amendment No. 2, dated as of August 1,
1987, to Amended and Restated Trust
              Agreement, between Lockheed Corporation
              and Bankers Trust Company (included as
              an exhibit to Post-Effective Amendment
              No. 1 to Registration Statement on
              Form S-8, No. 33-13205 and incorporated
              herein by reference).

        4-I.  Amendment No. 3, dated as of December 5,
              1988, to Amended and Restated Trust
              Agreement, between Lockheed Corporation
              and Bankers Trust Company (included as
              an exhibit to Post-Effective Amendment
              No. 1 to Registration Statement on
              Form S-8, No. 33-13205 and incorporated
              herein by reference).

        4-J.  Amendment No. 4, dated as of March 27,
              1989, to Amended and Restated Trust
              Agreement, between Lockheed Corporation
              and Bankers Trust Company (included as
              an exhibit to Post-Effective Amendment
              No. 1 to Registration Statement on
              Form S-8, No. 33-13205 and incorporated
              herein by reference).

        4-K.  Lockheed (ESOP Feature) Trust Agreement
              effective March 27, 1989, between Lockheed
              Corporation and U.S. Trust Company of
              California, N.A. (included as an exhibit to
              Post-Effective Amendment No. 1 to
              Registration Statement on Form S-8,
              No. 33-13205 and incorporated herein
              by reference).

        4-L.  Amendment No. 2, dated as of December 5,
              1988, to Amended and Restated Trust
              Agreement, among Lockheed Corporation,
              Lockheed Space Operations Company and
              Bankers Trust Company (included as an
              exhibit to Registration Statement on
              Form S-8, No. 33-34758 and incorporated
              herein by reference).

        4-M.  Amendment 1989-1, dated as of December 20,
              1989, to Lockheed (ESOP Feature) Trust
              Agreement, between Lockheed Corporation
              and U.S. Trust Company of California,
              N.A. (included as an exhibit to
              Registration Statement on Form S-8,
              No. 33-34758 and incorporated herein
              by reference).

        4-N.  Lockheed (Hourly ESOP) Trust Agreement,
dated May 9, 1990, among Lockheed
              Corporation, Lockheed Space Operations
              Company and U.S. Trust Company of
              California, N.A. (included as an exhibit
              to Registration Statement on Form S-8,
              No. 33-34758 and incorporated herein
              by reference).

        4-O.  Amendment No. 3, dated as of May 8, 1990,
              to Amended and Restated Trust Agreement
              among Lockheed Corporation, Lockheed
              Space Operations Company and Bankers
              Trust Company (included as an exhibit
              to Registration Statement on Form S-8,
              No. 33-34758 and incorporated herein
              by reference).

        4-P.  Second Amendment, dated as of February 25,
              1991, to Lockheed (ESOP Feature) Trust
              Agreement, between Lockheed Corporation
              and U.S. Trust Company of California,
              N.A. (included as an exhibit to
              Post-Effective Amendment No. 1 to
              Registration Statement on Form S-8,
              No. 33-34758 and incorporated herein
              by reference).

        4-Q.  Lockheed (ESOP Feature) Trust Agreement -
              Amendment 1995-I.

          5.  Opinion of Stephen M. Piper, Esquire

       23-A.  Consent of Ernst & Young LLP (Washington, 
              D.C.).

       23-B.  Consent of Ernst & Young LLP (Los Angeles, 
              CA).

       23-C.  Consent of KPMG Peat Marwick LLP.

       23-D.  Consent of Arthur Andersen LLP.

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

         25.  Powers of Attorney (included as an exhibit to 
              Registration Statement on Form S-8 relating to 
              Lockheed Martin Corporation Directors Deferred 
              Stock Plan filed with the Commission on 
              March 15, 1994 and incorporated herein by 
              reference).