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

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

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

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

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


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


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

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

                          Lockheed Martin Corporation
                         Directors Deferred Stock 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...        50,000    $26.52             $1,326,000         $457.25   
</TABLE>
- --------------------------------------------------------------------------------

(*)  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 or Lockheed Corporation with the Securities and Exchange Commission
(the "Commission") are incorporated herein 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;

          (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; and

          (f) 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 or Lockheed Corporation 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 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

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


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

     Not Applicable


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

     4.   Lockheed Martin Corporation Directors Deferred Stock Plan (included as
          an exhibit to Registration Statement on Form S-4, No. 33-57645 and
          incorporated herein by reference).

     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.


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;

                                      -3-
<PAGE>
 
         (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

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

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

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

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the 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.

                                      -4-
<PAGE>
 
                                   SIGNATURES


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

                          LOCKHEED MARTIN CORPORATION

Date:  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, 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 
     Robert E. Rulon*            Officer
 
/s/  Norman R. Augustine         Director                March 15, 1995
     -------------------
     Norman R. Augustine*
 
/s/  Lynne V. Cheney             Director                March 15, 1995
     ---------------
     Lynne V. Cheney*
 
</TABLE>
<PAGE>
 
<TABLE>
<CAPTION>
     Signature                   Title                   Date
     ---------                   -----                   ---- 
<S>                              <C>                     <C> 
/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*
 
/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*
</TABLE>
<PAGE>
 
<TABLE>
<CAPTION>
     Signature                   Title                   Date
     ---------                   -----                   ---- 
<S>                              <C>                     <C> 
/s/  James R. Ukropina           Director                March 15, 1995
     -----------------                            
     James R. Ukropina*
</TABLE> 
               *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.
   ------                         -----------                            ----
   <C>         <S>                                                       <C> 
        4.     Lockheed Martin Corporation Directors Deferred 
               Stock Plan (included as an exhibit to Registration 
               Statement on Form S-4, No. 33-57645 and incorporated 
               herein by reference).
         
        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.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19213}]
{"company-data": {"conformed-name": "LOCKHEED MARTIN CORP", "cik": "0000936468", "irs-number": "521893632", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58073", "film-number": "95520762"}, "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

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

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

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

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

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

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

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

                          Lockheed Martin Corporation
                         Directors Deferred Stock 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...        50,000    $26.52             $1,326,000         $457.25
- --------------------------------------------------------------------------------

(*)  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 or Lockheed Corporation with the Securities and Exchange Commission
(the "Commission") are incorporated herein 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;

          (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; and

          (f) 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 or Lockheed Corporation 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 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

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

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

     Not Applicable

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

     4.   Lockheed Martin Corporation Directors Deferred Stock Plan (included as
          an exhibit to Registration Statement on Form S-4, No. 33-57645 and
          incorporated herein by reference).

     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.

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;

                                      -3-
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

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

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

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

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the 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.

                                      -4-
SIGNATURES

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

                          LOCKHEED MARTIN CORPORATION

Date:  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, 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 
     Robert E. Rulon*            Officer
 
/s/  Norman R. Augustine         Director                March 15, 1995
     -------------------
     Norman R. Augustine*
 
/s/  Lynne V. Cheney             Director                March 15, 1995
     ---------------
     Lynne V. Cheney*
Signature                   Title                   Date
     ---------                   -----                   ----
/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*
 
/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*
Signature                   Title                   Date
     ---------                   -----                   ----
/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.     Lockheed Martin Corporation Directors Deferred 
               Stock Plan (included as an exhibit to Registration 
               Statement on Form S-4, No. 33-57645 and incorporated 
               herein by reference).
         
        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.