EXHIBIT 23.1


               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-4) and related Joint Proxy/Prospectus of Lockheed
Martin Corporation and Northrop Grumman Corporation, and to the incorporation by
reference therein of our report dated January 20, 1997 (except for Note 3 which
is dated February 3, 1997), 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, 1996, filed with the
Securities and Exchange Commission.


                                        /s/ ERNST & YOUNG LLP

Washington, D.C.
January 19, 1998