<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)

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

                          Martin Marietta Corporation
                            Performance Sharing 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           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..    18,582,406     $26.52           $492,805,407.10     $169,934.09
</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 Plan 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 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) Martin Marietta Corporation Performance Sharing Plan Annual Report
on Form 11-K for the year ended December 31, 1993 filed with the Commission on
June 29, 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 Plan 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 and, as such, is eligible to participate in the Plan.


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

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

     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 a Registration Statement
         on Form S-8 relating to Lockheed Martin Corporation Directors Deferred
         Stock Plan filed by the Registrant 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 Plan 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 Plan.


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;

                                      -3-
<PAGE>
 
          (ii)  To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;

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

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

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

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

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (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

                                      -4-
<PAGE>
 
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                      -5-
<PAGE>
 
                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Montgomery, State of Maryland.

                          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 Plan) have 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.

Date:  March 15, 1995           MARTIN MARIETTA CORPORATION
                                PERFORMANCE SHARING PLAN


                           By:  /s/ Thomas F. Kinstle
                                    -----------------
                                    Thomas F. Kinstle
                                    Vice President --
                                    Employee Benefits


     Pursuant to the requirements of the Securities Act of 1933, this report has
been signed below by the following persons in the capacities and on the date
indicated.
<PAGE>
 
     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*

/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*
<PAGE>
 
     Signature                  Title                      Date
     ---------                  -----                      ----

/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
<PAGE>
 
                                 EXHIBIT INDEX

<TABLE> 
<CAPTION> 
     Exhibit                                                               Page
     Number                   Description                                   No.
     ------                   -----------                                  ----
     <S>      <C>                                                          <C> 
          4.  Martin Marietta Corporation Performance Sharing Plan.

          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 a Registration
              Statement on Form S-8 relating to Lockheed Martin Corporation
              Directors Deferred Stock Plan filed by the Registrant 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": 20657}]
{"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": "033-58083", "film-number": "95520775"}, "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)

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

                          Martin Marietta Corporation
                            Performance Sharing 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           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..    18,582,406     $26.52           $492,805,407.10     $169,934.09
- --------------------------------------------------------------------------------

(*)  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 Plan 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 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) Martin Marietta Corporation Performance Sharing Plan Annual Report
on Form 11-K for the year ended December 31, 1993 filed with the Commission on
June 29, 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 Plan 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 and, as such, is eligible to participate in the Plan.

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

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

     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 a Registration Statement
         on Form S-8 relating to Lockheed Martin Corporation Directors Deferred
         Stock Plan filed by the Registrant 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 Plan 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 Plan.

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;

                                      -3-
(ii)  To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;

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

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

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

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

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (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

                                      -4-
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                      -5-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Montgomery, State of Maryland.

                          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 Plan) have 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.

Date:  March 15, 1995           MARTIN MARIETTA CORPORATION
                                PERFORMANCE SHARING PLAN

                           By:  /s/ Thomas F. Kinstle
                                    -----------------
                                    Thomas F. Kinstle
                                    Vice President --
                                    Employee Benefits

     Pursuant to the requirements of the Securities Act of 1933, this report has
been signed below 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*

/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*
Signature                  Title                      Date
     ---------                  -----                      ----

/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.  Martin Marietta Corporation Performance Sharing Plan.

          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 a Registration
              Statement on Form S-8 relating to Lockheed Martin Corporation
              Directors Deferred Stock Plan filed by the Registrant with the
              Commission on March 15, 1994 and incorporated herein by
              reference).