<PAGE>
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)
================================================================================
<PAGE>
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 -
<PAGE>
Item 8. Exhibits
- ------ --------
Exhibit No. Description
- ----------- -----------
24 Powers of Attorney
- 3 -
<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 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 -
<PAGE>
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.
- 5 -
<PAGE>
EXHIBIT INDEX
Exh. No. Description Page
- -------- ----------- ----
24 Powers of Attorney
- 6 -
<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 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
<PAGE>
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
<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 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
<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 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
<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 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
<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 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
<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 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
<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 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
<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 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
<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 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
<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 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
<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 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
<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 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
<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 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
- -----------------------
Bernard L. Schwartz
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 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
- --------------------
Daniel M. Tellep
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 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
- -----------------------
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 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
- ---------------------
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 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
- ----------------------
Douglas C. Yearley
Director
