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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
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                                    FORM 8-K
                                 CURRENT REPORT
                        PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)--JUNE 21, 1996
 
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                          LOCKHEED MARTIN CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
        MARYLAND                    1-11437                  52-1893632
     (STATE OR OTHER        (COMMISSION FILE NUMBER)        (IRS EMPLOYER
     JURISDICTION OF                                     IDENTIFICATION NO.)
     INCORPORATION)
 
                             6801 ROCKLEDGE DRIVE,
                               BETHESDA, MARYLAND
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
                                     20817
                                   (ZIP CODE)
 
                                 (301) 897-6000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
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                                 NOT APPLICABLE
             (FORMER NAME OR ADDRESS, IF CHANGED SINCE LAST REPORT)
 
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ITEM 5. OTHER EVENTS
 
  This Current Report on Form 8-K is being filed in connection with the
offer and sale by Lockheed Martin Corporation, a Maryland corporation (the
"Corporation"), of $500,000,000 aggregate principal amount of its 6.625% Notes
Due 1998, $550,000,000 aggregate principal amount of its 7.45% Notes Due 2001,
and $450,000,000 aggregate principal amount of its 7.70% Notes Due 2008, (the
"Offered Debt Securities"). The due and punctual payment of the principal and
interest on the Offered Debt Securities is fully and unconditionally guaranteed
by Lockheed Martin Tactical Systems, Inc., a New York corporation ("Tactical
Systems") and wholly owned subsidiary of the Corporation. The Offered Debt
Securities and the related guarantees of Tactical Systems are being offered and
sold under an existing Registration Statement on Form S-3 (Reg. No. 333-01939)
covering up to $5,000,000,000 in Debt Securities of the Corporation and related
guarantees of Tactical Systems.
 
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
 


   EXHIBIT NO.                     DESCRIPTION OF EXHIBITS
   -----------                     -----------------------
            
       1(a)    Underwriting Agreement dated June 21, 1996.
       1(b)    Pricing Agreement dated June 21, 1996.
       4(a)    Form of 6.625% Note due 1998.
       4(b)    Form of 7.45% Note due 2004.
       4(c)    Form of 7.70% Note due 2008.
       5(a)    Opinion of Miles & Stockbridge, a Professional Corporation.
       5(b)    Opinion of William J. LaSalle.

 
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                                  SIGNATURES
 
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
 
                                          Lockheed Martin Corporation
 
                                                  /s/ Stephen M. Piper
                                          _____________________________________
                                                    Stephen M. Piper
                                                Assistant General Counsel
 
June 25, 1996
 
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                               INDEX TO EXHIBITS
 


 EXHIBIT NO.                         DESCRIPTION                           PAGE
 -----------                         -----------                           ----
                                                                     
     1(a)    Underwriting Agreement dated June 21, 1996.
     1(b)    Pricing Agreement dated June 21, 1996.
     4(a)    Form of 6.625% Note due 1998.
     4(b)    Form of 7.45% Note due 2004.
     4(c)    Form of 7.70% Note due 2008.
     5(a)    Opinion of Miles & Stockbridge, a Professional Corporation.
     5(b)    Opinion of William J. LaSalle.

 
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