<PAGE>
As filed with the Securities and Exchange Commission on June 18, 1996.
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
LOCKHEED MARTIN CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 52-1893632
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6801 Rockledge Drive
Bethesda, Maryland 20817
(Address, including zip code, of principal executive offices)
--------------------
Lockheed Martin Energy Systems, Inc.
Savings Program
(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.. 500,000 $81.8125 $42,906,250 $14,799
</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 plans to which this
Registration Statement relates.
(**) Estimated solely for calculating the amount of the registration fee
pursuant to Rule 457(h) promulgated under the Securities Act of 1993, as
amended.
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by the Registrant with the Securities
and Exchange Commission (the "Commission") are incorporated by reference
and made a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995 filed with the Commission on March 13, 1996;
(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) The Registrant's Current Report on Form 8-K filed with the
Commission on January 12, 1996;
(d) The Registrant's Current Report on Form 8-K filed with the
Commission on April 5, 1996;
(e) The Registrant's Current Report on Form 8-K filed with the
Commission on May 2, 1996;
(f) The Registrant's Current Report on Form 8-K/A filed with the
Commission on May 8, 1996;
(g) The Registrant's Quarterly Report on Form 10-Q for the
Quarter Ended March 31, 1996 filed with the Commission on May 15, 1996;
(h) The Registrant's Current Report on Form 8-K filed with the
Commission on May 20, 1996;
(i) The Registrant's Current Report on Form 8-K filed with the
Commission on May 28, 1996; and
(j) The Registrant's Current Report on Form 8-K filed with the
Commission on June 18, 1996.
All documents subsequently filed by the Registrant 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.
-1-
<PAGE>
Item 4. Description of Securities.
-------------------------
Not Applicable
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
-2-
<PAGE>
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 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.
--------
5. Opinion of Stephen M. Piper, Esquire.
23-A. Consent of Ernst & Young LLP.
23-B. Consent of Coopers & Lybrand L.L.P.
23-C. Consent of Stephen M. Piper, Esquire (contained in Exhibit 5
hereof).
24. Powers of Attorney.
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 (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(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 Securities Act of 1933
and will be governed by the final adjudication of such issue.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act 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: June 18, 1996 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 their behalf by the undersigned,
thereunto duly authorized, in the County of Andersen, State of Tennessee.
Date: June 18, 1996 LOCKHEED MARTIN ENERGY SYSTEMS, INC.
SAVINGS PROGRAM
By: /s/ Norman E. Sparks
----------------
Norman E. Sparks
Director--Employee Benefits
Lockheed Martin Energy
Systems, Inc.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
<PAGE>
persons on behalf of the Registrant and in the capacities and on the date
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Norman R. Augustine Chief June 18, 1996
------------------- Executive Officer
Norman R. Augustine* and Director
(Principal Executive
Officer)
/s/ Marcus C. Bennett Senior Vice June 18, 1996
------------------ President, Chief
Marcus C. Bennett* Financial Officer
and Director
(Principal Financial
Officer)
/s/ Robert E. Rulon Vice President and June 18, 1996
--------------- Controller (Principal
Accounting Officer)
Robert E. Rulon*
/s/ Lynne V. Cheney Director June 18, 1996
---------------
Lynne V. Cheney*
/s/ Houston I. Flournoy Director June 18, 1996
-------------------
Houston I. Flournoy*
/s/ James F. Gibbons Director June 18, 1996
------------------
James F. Gibbons*
/s/ Edward E. Hood, Jr. Director June 18, 1996
------------------
Edward E. Hood, Jr.*
/s/ Caleb B. Hurtt Director June 18, 1996
--------------
Caleb B. Hurtt*
/s/ Gwendolyn S. King Director June 18, 1996
-----------------
Gwendolyn S. King*
/s/ Vincent N. Marafino Director June 18, 1996
-------------------
Vincent N. Marafino*
/s/ Eugene F. Murphy Director June 18, 1996
----------------
Eugene F. Murphy*
/s/ Allen E. Murray Director June 18, 1996
---------------
Allen E. Murray*
/s/ Frank Savage Director June 18, 1996
------------
Frank Savage*
/s/ Carlisle A.H. Trost Director June 18, 1996
------------------
Carlisle A.H. Trost*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James R. Ukropina Director June 18, 1996
------------------
James R. Ukropina*
/s/ Douglas C. Yearly Director June 18, 1996
------------------
Douglas C. Yearly*
*By: /s/ Stephen M. Piper June 18, 1996
----------------
(Stephen M. Piper, Attorney-in-fact**)
</TABLE>
- --------------------
**By authority of Powers of Attorney filed with this Registration
Statement on Form S-8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
Number Description No.
------ ----------- ----
<S> <C> <C>
5. Opinion of Stephen M. Piper, Esquire.
23-A. Consent of Ernst & Young LLP.
23-B. Consent of Coopers & Lybrand L.L.P.
23-C. Consent of Stephen M. Piper, Esquire
(contained in Exhibit 5 hereof).
24. Powers of Attorney.
</TABLE>
<PAGE>
EXHIBIT 5
June 18, 1996
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
Re: Opinion re: Legality - Registration of Securities
for use with respect to Lockheed Martin Energy
Systems, Inc. Savings Program
Ladies and Gentleman:
I submit this opinion to you in connection with the filing with the
Securities and Exchange Commission of a registration statement on Form S-8 (the
"Registration Statement") on the date hereof. The Registration Statement
registers shares of Lockheed Martin Corporation (the "Corporation") common stock
(the "Common Stock") for use in connection with the Lockheed Martin Energy
Systems, Inc. Savings Program (the "Plan") which is maintained by Lockheed
Martin Energy Systems, Inc. a wholly-owned subsidiary of the Corporation.
The Plan contemplates that the Common Stock used in connection with the
Plan may be authorized but unissued shares or may be acquired in the open
market. As Assistant General Counsel of the Corporation, I have examined such
corporate records, certificates and other documents and have reviewed such
questions of law as I deemed necessary or appropriate for the purposes of this
opinion.
Based upon that examination and review, I advise you that in my opinion:
(i) the Corporation, has been duly incorporated and is validly existing
under the laws of the state of Maryland; and
(ii) to the extent that the operation of the Plan results in the issuance of
Common Stock, such shares of Common Stock have been duly and validly authorized
and, when issued in accordance with the terms set forth in the Plan, will be
legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to my opinion in the Registration
Statement. In giving my consent, I do not admit that I am in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
nor the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Stephen M. Piper
Stephen M. Piper
Assistant General Counsel
Lockheed Martin Corporation
cc: Frank H. Menaker, Jr.
<PAGE>
EXHIBIT 23-A
ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in Lockheed Martin Corporation's
Registration Statement (Form S-8) pertaining to the Lockheed Martin Energy
Systems, Inc. Savings Program of our report dated January 23, 1996, with respect
to the consolidated financial statements of Lockheed Martin Corporation
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Washington, DC
June 17, 1996
<PAGE>
Exhibit 23-B
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this registration statement of
Lockheed Martin Corporation on Form S-8 (File No. ) of our report dated
May 17, 1996, on our audits of the consolidated financial statements of Loral
Corporation and Subsidiaries -- Retained Business, which is now known as
Lockheed Martin Tactical Systems, Inc., a subsidiary of Lockheed Martin
Corporation, as of March 31, 1996 and 1995, and for each of the three years in
the period ended March 31, 1996, which report is incorporated by reference in
the Current Report on Form 8-K dated June 18, 1996, and of our report dated
May 11, 1995 (except as to the information presented in Notes 1 and 14, for
which the date is January 12, 1996), on our audits of the consolidated financial
statements of Loral Corporation and Subsidiaries -- Retained Business as of
March 31, 1995 and 1994, and for each of the three years in the period ended
March 31, 1995, which report is included in the Current Report on Form 8-K/A
dated April 23, 1996.
/s/ Coopers & Lybrand L.L.P.
New York, New York
June 18, 1996
<PAGE>
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 prepare, 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 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 Lockheed Martin Energy Systems, Inc.
Savings Program and amendments thereto (including post-effective amendments),
and all matters required by the Commission in connection with such registration
statements under the Securities Act, 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.
/s/ Norman R. Augustine April 24, 1996
- -----------------------
Norman R. Augustine
President, Chief Executive
Officer and Director
<PAGE>
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 prepare, 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 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 Lockheed Martin Energy Systems, Inc.
Savings Program and amendments thereto (including post-effective amendments),
and all matters required by the Commission in connection with such registration
statements under the Securities Act, 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.
/s/ Marcus C. Bennett April 24, 1996
- ---------------------
Marcus C. Bennett
Senior Vice President, Chief
Financial Officer and Director
<PAGE>
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 prepare, 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 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 Lockheed Martin Energy Systems, Inc.
Savings Program and amendments thereto (including post-effective amendments),
and all matters required by the Commission in connection with such registration
statements under the Securities Act, 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.
/s/ Robert E. Rulon April 24, 1996
- --------------------
Robert E. Rulon
Chief Accounting Officer
<PAGE>
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 prepare, 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 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 Lockheed Martin Energy Systems, Inc.
Savings Program and amendments thereto (including post-effective amendments),
and all matters required by the Commission in connection with such registration
statements under the Securities Act, 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.
/s/ Lynne V. Cheney April 24, 1996
- -------------------
Lynne V. Cheney
Director
<PAGE>
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 prepare, 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 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 Lockheed Martin Energy Systems, Inc.
Savings Program and amendments thereto (including post-effective amendments),
and all matters required by the Commission in connection with such registration
statements under the Securities Act, 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.
/s/ Houston I. Flournoy April 24, 1996
- -----------------------
Houston I. Flournoy
Director
<PAGE>
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 prepare, 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 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 Lockheed Martin Energy Systems, Inc.
Savings Program and amendments thereto (including post-effective amendments),
and all matters required by the Commission in connection with such registration
statements under the Securities Act, 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.
/s/ James F. Gibbons April 24, 1996
- --------------------
James F. Gibbons
Director
<PAGE>
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 prepare, 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 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 Lockheed Martin Energy Systems, Inc.
Savings Program and amendments thereto (including post-effective amendments),
and all matters required by the Commission in connection with such registration
statements under the Securities Act, 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.
/s/ Edward E. Hood, Jr. April 24, 1996
- -----------------------
Edward E. Hood, Jr.
Director
<PAGE>
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 prepare, 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 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 Lockheed Martin Energy Systems, Inc.
Savings Program and amendments thereto (including post-effective amendments),
and all matters required by the Commission in connection with such registration
statements under the Securities Act, 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.
/s/ Caleb B. Hurtt April 24, 1996
- ------------------
Caleb B. Hurtt
Director
<PAGE>
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 prepare, 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 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 Lockheed Martin Energy Systems, Inc.
Savings Program and amendments thereto (including post-effective amendments),
and all matters required by the Commission in connection with such registration
statements under the Securities Act, 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.
/s/ Gwendolyn S. King April 24, 1996
- ---------------------
Gwendolyn S. King
Director
<PAGE>
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 prepare, 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 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 Lockheed Martin Energy Systems, Inc.
Savings Program and amendments thereto (including post-effective amendments),
and all matters required by the Commission in connection with such registration
statements under the Securities Act, 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.
/s/ Vincent N. Marafino April 24, 1996
- -----------------------
Vincent N. Marafino
Director
<PAGE>
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 prepare, 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 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 Lockheed Martin Energy Systems, Inc.
Savings Program and amendments thereto (including post-effective amendments),
and all matters required by the Commission in connection with such registration
statements under the Securities Act, 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.
/s/ Eugene F. Murphy April 24, 1996
- --------------------
Eugene F. Murphy
Director
<PAGE>
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 prepare, 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 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 Lockheed Martin Energy Systems, Inc.
Savings Program and amendments thereto (including post-effective amendments),
and all matters required by the Commission in connection with such registration
statements under the Securities Act, 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.
/s/ Allen E. Murray April 24, 1996
- -------------------
Allen E. Murray
Director
<PAGE>
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 prepare, 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 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 Lockheed Martin Energy Systems, Inc.
Savings Program and amendments thereto (including post-effective amendments),
and all matters required by the Commission in connection with such registration
statements under the Securities Act, 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.
/s/ Frank Savage April 24, 1996
- ----------------
Frank Savage
Director
<PAGE>
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 prepare, 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 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 Lockheed Martin Energy Systems, Inc.
Savings Program and amendments thereto (including post-effective amendments),
and all matters required by the Commission in connection with such registration
statements under the Securities Act, 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.
/s/ Carlisle A.H. Trost April 24, 1996
- -----------------------
Carlisle A.H. Trost
Director
<PAGE>
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 prepare, 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 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 Lockheed Martin Energy Systems, Inc.
Savings Program and amendments thereto (including post-effective amendments),
and all matters required by the Commission in connection with such registration
statements under the Securities Act, 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.
/s/ James R. Ukropina April 24, 1996
- ---------------------
James R. Ukropina
Director
<PAGE>
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 prepare, 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 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 Lockheed Martin Energy Systems, Inc.
Savings Program and amendments thereto (including post-effective amendments),
and all matters required by the Commission in connection with such registration
statements under the Securities Act, 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.
/s/ Douglas C. Yearly April 24, 1996
- ---------------------
Douglas C. Yearly
Director
