Registration Statement


 
As filed with the Securities and Exchange Commission on January 21, 1997.

Registration No. 33-58083


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


POST-EFFECTIVE AMENDMENT NO. 1
TO 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
incorporation or organization)                               Identification No.)

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

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

LOCKHEED MARTIN CORPORATION
PERFORMANCE SHARING PLAN
(Full Title of Plan)


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



EXPLANATORY STATEMENT

On March 15, 1995, Lockheed Martin Corporation (the "Corporation") filed Registration Statement on Form S-8 (Reg. No. 33-58083) (the "Registration Statement") registering 18,582,406 shares of Lockheed Martin Corporation Common Stock for use in connection with the Lockheed Martin Corporation Performance Sharing Plan (previously, the Martin Marietta Corporation Performance Sharing Plan). The Corporation anticipates combining that portion of the Lockheed Martin Corporation Performance Sharing Plan relating to salaried employees with another of the Corporation's plans, the Lockheed Martin Corporation Salaried Savings Plan, later in 1997. In anticipation of this combination, the Corporation has divided the Lockheed Martin Corporation Performance Sharing Plan into two parts, the first a continuation of the existing Lockheed Martin Corporation Performance Sharing Plan in which hourly employees will continue to participate (the "Plan") and the second, to be known as the Lockheed Martin Corporation Salaried Savings Plan II (the "SSPII"), a continuation of that part of the Lockheed Martin Corporation Performance Sharing Plan in which salaried employees participate. The SSPII and the Lockheed Martin Corporation Salaried Savings Plan are collectively referred to as the "SSP." As a consequence, the Plan will use less shares in the future than the Corporation originally anticipated when the Registration Statement was filed. Accordingly, 17,282,406 shares of Lockheed Martin Corporation Common Stock previously registered by the Corporation for use in connection with the Plan on the Registration Statement and not already issued will not be issued in connection with the Plan by the Corporation.

Pursuant to the Corporation's undertakings in the Registration Statement and in accordance with advice received by the Corporation from the Office of Chief Counsel of the Division of Corporation Finance, the Corporation is filing this Post-Effective Amendment No. 1 to the Registration Statement to remove from registration under the Registration Statement the 17,282,406 shares of Lockheed Martin Corporation Common Stock (together with related plan interests) registered thereunder which will not be issued in connection with the Plan. Simultaneously with the filing of this Post-Effective Amendment No. 1, the Corporation is filing a Registration Statement on Form S-8 registering shares of Lockheed Martin Corporation Common Stock for use in connection with the SSP. The shares so registered will include that portion of the shares not issued in connection with the Plan being deregistered hereunder. The remaining 1,300,000 shares of Lockheed Martin Corporation Common Stock (together with related plan interests) registered pursuant to the Registration Statement are not being deregistered pursuant to this Post-Effective Amendment No. 1 and shall remain available for use in connection with the Plan.

- 2 -

Item 8. Exhibits

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

    24         Powers of Attorney

- 3 -

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 Post-Effective Amendment No. 1 to Registration Statement No. 33-58083 to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Montgomery, State of Maryland and on the date indicated below.

LOCKHEED MARTIN CORPORATION


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


Pursuant to the requirements of the Securities Act of 1933, the Trustees (or other persons who administer the Plan) have duly caused this Post-Effective Amendment No. 1 to Registration Statement 33-58083 to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Montgomery, State of Maryland.

LOCKHEED MARTIN CORPORATION
PERFORMANCE SHARING PLAN


Date:  January 21, 1997                   By:/s/Thomas F. Kinstle
                                             --------------------
                                             Thomas F. Kinstle
                                             Vice President -- Employee
                                               Benefits


- 4 -

Pursuant to the requirements of the Securities Act of 1933, this Post- Effective Amendment No. 1 to Registration Statement No. 33-58083 has been signed by the following persons in the capacities and on the dates indicated.

Norman R. Augustine, Chief Executive Officer and Director* Marcus C. Bennett, Chief Financial Officer and Director* Robert E. Rulon, Chief Accounting Officer* Vance D. Coffman, Director*
Houston I. Flournoy, Director*
James F. Gibbons, Director*
Edward E. Hood, Jr., Director*
Caleb B. Hurtt, Director*
Gwendolyn S. King, Director*
Frank C. Lanza, Director*
Vincent N. Marafino, Director*
Eugene F. Murphy, Director*
Allen E. Murray, Director*
Bernard L. Schwartz, Director*
Daniel M. Tellep, Director*
Carlisle A.H. Trost, Director*
James R. Ukropina, Director*
Douglas C. Yearley, Director*


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


** By authority of powers of attorney filed with this registration statement.

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EXHIBIT INDEX

Exh. No. Description Page

24 Powers of Attorney

- 6 -
 

Exhibit 24

POWER OF ATTORNEY

LOCKHEED MARTIN CORPORATION

The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans:

(i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus


/s/ NORMAN R. AUGUSTINE                                  December 5, 1996
- -----------------------
Norman R. Augustine
Chief Executive Officer
  and Director




LOCKHEED MARTIN CORPORATION

The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans:

(i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus


/s/ MARCUS C. BENNETT                                       December 5, 1996
- -----------------------
Marcus C. Bennett
Executive Vice President,
  Chief Financial Officer
  and Director



POWER OF ATTORNEY

LOCKHEED MARTIN CORPORATION

The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans:

(i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus


/s/ ROBERT E. RULON                                         December 5, 1996
- -----------------------
Robert E. Rulon
Chief Accounting Officer




POWER OF ATTORNEY

LOCKHEED MARTIN CORPORATION

The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans:

(i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus


/s/ VANCE D. COFFMAN                                            December 5, 1996
- --------------------
Vance D. Coffman
Director



POWER OF ATTORNEY

LOCKHEED MARTIN CORPORATION

The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans:

(i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus


/s/ HOUSTON I. FLOURNOY                                         December 5, 1996
- -----------------------
Houston I. Flournoy
Director



POWER OF ATTORNEY

LOCKHEED MARTIN CORPORATION

The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans:

(i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus


/s/ JAMES F. GIBBONS                                            December 5, 1996
- --------------------
James F. Gibbons
Director



POWER OF ATTORNEY

LOCKHEED MARTIN CORPORATION

The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans:

(i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus


/s/ EDWARD E. HOOD, JR.                                         December 5, 1996
- -----------------------
Edward E. Hood, Jr.
Director



POWER OF ATTORNEY

LOCKHEED MARTIN CORPORATION

The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans:

(i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus


/s/ CALEB B. HURTT                                              December 5, 1996
- ------------------
Caleb B. Hurtt
Director



POWER OF ATTORNEY

LOCKHEED MARTIN CORPORATION

The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans:

(i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus


/s/ GWENDOLYN S. KING                                           December 5, 1996
- ---------------------
Gwendolyn S. King
Director



POWER OF ATTORNEY

LOCKHEED MARTIN CORPORATION

The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans:

(i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus


/s/ FRANK C. LANZA                                              December 5, 1996
- ------------------
Frank C. Lanza
Director



POWER OF ATTORNEY

LOCKHEED MARTIN CORPORATION

The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans:

(i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus


/s/ VINCENT N. MARAFINO                                         December 5, 1996
- -----------------------
Vincent N. Marafino
Director



POWER OF ATTORNEY

LOCKHEED MARTIN CORPORATION

The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans:

(i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus


/s/ EUGENE F. MURPHY                                            December 5, 1996
- --------------------
Eugene F. Murphy
Director



POWER OF ATTORNEY

LOCKHEED MARTIN CORPORATION

The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans:

(i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus


/s/ ALLEN E. MURRAY                                             December 5, 1996
- -------------------
Allen E. Murray
Director



POWER OF ATTORNEY

LOCKHEED MARTIN CORPORATION

The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans:

(i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus


/s/ BERNARD L. SCHWARTZ                                         December 5, 1996
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Bernard L. Schwartz
Director



POWER OF ATTORNEY

LOCKHEED MARTIN CORPORATION

The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans:

(i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus


/s/ DANIEL M. TELLEP                                            December 5, 1996
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Daniel M. Tellep
Director



POWER OF ATTORNEY

LOCKHEED MARTIN CORPORATION

The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans:

(i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus


/s/ CARLISLE A.H. TROST                                         December 5, 1996
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Carlisle A.H. Trost
Director



POWER OF ATTORNEY

LOCKHEED MARTIN CORPORATION

The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans:

(i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus


/s/ JAMES R. UKROPINA                                           December 5, 1996
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James R. Ukropina
Director



POWER OF ATTORNEY

LOCKHEED MARTIN CORPORATION

The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering (or removing from registration) under the Securities Act of 1933, as amended (the "Securities Act"), common stock of Lockheed Martin Corporation ("Lockheed Martin") for use in connection with the employee benefit plans listed below to be maintained by Lockheed Martin or its subsidiaries (together with associated interests in the plans, if any) and amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act (collectively "Filings"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The foregoing Power of Attorney relates to Filings with respect to the following employee benefit plans:

(i) Lockheed Martin Corporation Performance Sharing Plan for Bargaining Unit Employees
(ii) Lockheed Martin Corporation Salaried Savings Plan
(iii) Lockheed Martin Corporation Salaried Savings Plan II
(iv) Lockheed Martin Corporation Supplemental Savings Plan
(v) Lockheed Martin Corporation Hourly Employee Savings Plan Plus
(vi) Lockheed Space Operations Company Hourly Employee Investment Plan Plus


/s/ DOUGLAS C. YEARLEY                                          December 5, 1996
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Douglas C. Yearley
Director