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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995

OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to

Commission file number 1-3671

GENERAL DYNAMICS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 13-1673581
- - -------- ----------
State or Other Jurisdiction of I.R.S. Employer
Incorporation or Organization Identification No.

3190 Fairview Park Drive, Falls Church, Virginia 22042-4523
- - ------------------------------------------------ ----------
Address of principal executive offices Zip Code

Registrant's telephone number, including area code (703) 876-3000
--------------
Securities registered pursuant to Section 12(b) of the Act:

Name of Each Exchange
Title of Each Class on Which Registered
- - ------------------- -------------------

Common Stock, $1.00 Par Value New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange

9.95% Debentures Due 2018 New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No
----- -----

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment of this Form 10-K. x
----

The aggregate market value of the voting stock held by nonaffiliates
of the registrant was $3,296,027,067 at March 8, 1996, calculated in accordance
with the Securities and Exchange Commission rules as to beneficial ownership.

63,180,206 shares of the registrant's common stock were outstanding
at March 8, 1996.

DOCUMENTS INCORPORATED BY REFERENCE:

Parts I and II incorporate information from certain portions of the
registrant's Annual Report to security holders for the fiscal year ended
December 31, 1995 (1995 Shareholder Report).

Part III incorporates information from certain portions of the
registrant's definitive Proxy Statement for the 1996 annual meeting of
shareholders to be filed with the Securities and Exchange Commission within 120
days after the close of the fiscal year.

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ITEM 1. BUSINESS

INTRODUCTION

General Dynamics Corporation (the company) has historically been a
supplier of weapons systems to the U.S. government. The company is a Delaware
corporation formed in 1952 as successor to the Electric Boat Company. Two of
the company's primary operating units, General Dynamics Land Systems Inc.
(formerly Chrysler Defense, Inc.) and Bath Iron Works Corporation, were
acquired in 1982 and 1995, respectively. In addition, the company operates
other smaller businesses.

The company's three business segments are the Marine Group which is
composed of Electric Boat Corporation (Electric Boat), Bath Iron Works
Corporation (BIW), and American Overseas Marine Corporation (AMSEA); Armored
Vehicles which represents General Dynamics Land Systems Inc. (Land Systems);
and Other which is composed of Freeman Energy Corporation (Freeman Energy) and
Patriot I, II and IV Shipping Corporations (Patriots). A general description
of these businesses including products, properties and other related
information follows. The information on the amounts of revenue, operating
profit or loss and identifiable assets attributable to each of the company's
three business segments is included under the caption entitled "Business
Segment Information" on page 18 of the 1995 Shareholder Report, filed as
Exhibit 13 to this Annual Report on Form 10-K, and is incorporated herein by
reference.

MARINE GROUP

NUCLEAR SUBMARINES. Electric Boat designs and builds nuclear
submarines for the U.S. Navy. Electric Boat also performs overhaul and repair
work on submarines as well as a broad range of engineering work including
advanced research and technology development, systems and component design
evaluation, prototype development and logistics support to the operating fleet.
Electric Boat also serves as ship integrator for certain components and
subassemblies of the submarines, such as electronic equipment. Electric Boat's
net sales were $1,567, $1,678 and $1,711 in 1995, 1994 and 1993, respectively.

Electric Boat has contracts for construction of Ohio class ballistic
missile submarines (Trident) and Seawolf class attack submarines (Seawolf),
which are currently under construction at Electric Boat's two major
construction facilities. Electric Boat produces modular submarine hull
sections, components and subassemblies in leased and owned facilities at
Quonset Point, Rhode Island, and in company-owned facilities at Avenel, New
Jersey. Final assembly, test and delivery of the ships is accomplished at its
96 acre shipyard on the Thames River at Groton, Connecticut, which contains a
covered area in excess of 2.6 million square feet, and is owned by the company.
Approximately 50% of Electric Boat's property, plant and equipment was fully
depreciated at December 31, 1995.

Electric Boat competed with Newport News Shipbuilding and Drydock
Company (Newport News) for construction of the Los Angeles class and the first
two Seawolf submarines. The construction contract for a third Seawolf is
currently in final negotiation with the Navy. Electric Boat is the sole
producer of Trident and Seawolf submarines and the designer and designated
lead ship builder of the New Attack Submarine. Most engineering work is
performed on a sole-source basis by Electric Boat. For some repair work on
submarines, Electric Boat competes with Newport News.

SURFACE COMBATANTS. BIW builds and repairs surface ships, while also
performing extensive engineering and support services for the U.S. Navy. BIW
is the lead shipbuilder for Arleigh Burke class destroyers (DDG 51). It also
plays a lead role in providing design, engineering, and ongoing life cycle
support services for DDG 51 class ships.

BIW accomplishes ship assembly at its 58 acre main shipyard in Bath,
Maine, which includes an 115,000 square foot unit assembly building; a 45,000
square foot mechanized plate facility; and an 82,000 square foot extended
pre-outfit building. BIW also performs structural steel fabrication, outfit
(pipe and sheet metal) fabrication, and material warehousing at sites in East
Brunswick, Maine. Ship overhaul and repair work, including ship dry-docking,
is accomplished at leased facilities in Portland, Maine.

Construction of the DDG 51 class ships are allocated between BIW and
Ingalls Shipbuilding, Inc. (Ingalls). To date, BIW has been awarded contracts
to build 18 ships and Ingalls has received contracts to build 14 ships of the
class. BIW is also a significant member of a team that will bid competitively
in 1996 to become the lead designer and builder of the Navy's LPD 17 class
amphibious assault ships. BIW's design and support contracts are primarily
sole source, with some work awarded on a competitive basis.

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SHIP MANAGEMENT. AMSEA provides ship management services for five of
the U.S. Navy's Maritime Prepositioning Ships (MPS), nine of the U.S. Maritime
Administration's Ready Reserve Force ships (RRF), and two U.S. Maritime Army
War Reserve vessels (AWR-3). The MPS are under five-year contracts of which
three were renewed in 1995, and two will be renewed in 1996. These contracts
are renewable through the year 2011. The RRF ships are in the third year of
their five-year contracts for which the company competed with various other
ship management providers. The contract for the AWR-3 vessels is expected to
be renewed in March of 1996. The MPS and AWR-3 vessels operate worldwide; the
RRF vessels are located on the east, gulf and west coasts of the United States.
AMSEA's home office is in Quincy, Massachusetts.

ARMORED VEHICLES

Land Systems is the sole-source producer of main battle tanks for the
U.S. government. Land Systems designs and manufactures the M1 Series Abrams
Main Battle Tank for the U.S. Army and the U.S. Marine Corps. Land Systems
also performs engineering and upgrade work as well as provides support for
existing armored vehicles. Production of the M1A1, a version of the M1 that
incorporates increased firepower, additional crew protection features, and
improved armor, was initiated in 1985. Production of the M1A2, the latest
version of the M1 which incorporates battlefield management systems aimed at
providing improved fightability, as well as improved survivability of the
tank's four crew members, was initiated in 1992. The company continues to
upgrade M1 tanks to the M1A2 version and is negotiating a multi-year contract
to upgrade up to 120 tanks per year for five years based upon available
government funding. In addition to domestic sales, M1 tanks are being sold
through the U.S. government to various foreign governments. Land Systems
provides training in operation and maintenance and other logistic support on
international sales.

Certain components of the M1 series tank, such as the engine and the
transmission and final drive, are produced by other firms. Land Systems has
bid and is currently bidding on other armored vehicle and related programs for
the U.S. government in competition primarily with the United Defense Limited
Partnership, a partnership between FMC Corporation and Harsco Corporation. The
current international market is characterized by intense competition for a
limited number of business opportunities. The company, in cooperation with the
U.S. government, has been successful in competitive bids for production
contracts and related logistic support with Egypt, Saudi Arabia, Kuwait and
Korea, but was unsuccessful on similar bids with the United Arab Emirates and
Sweden.

Tank production is performed at a 1.6 million square foot plant on 369
acres in Lima, Ohio, and machining operations are performed at a 1.1 million
square foot plant on 145 acres in Warren (Detroit), Michigan. Each is owned by
the U.S. government and operated by Land Systems under a facilities contract.
The Warren plant is on the government base closure list, and therefore
machining operations currently at the plant will be located to other
facilities. In support of these plants, Land Systems leases property in
Scranton, Pennsylvania, and owns or leases property in a few locations in the
Detroit area.

The company, teamed with Tadiran Ltd. of Israel, was selected during
1988 as the second-source producer of the Single Channel Ground and Airborne
Radio System (SINCGARS). The company won 40% and 45% shares of the first two
competitive bids under the SINCGARS program with ITT Industries, Inc. in 1994
and 1995, respectively. The company is currently competing for the third
competitive bid with award expected in early 1996. The company leases
space in Tallahassee, Florida, to support SINCGARS production and electronics
engineering.

The company recently announced an agreement to purchase the assets of
Teledyne Vehicle Systems (TVS) for $55 million, and expects to complete the
acquisition in early 1996. The acquisition will increase Land Systems' share
of the U.S. Army's $16 billion Crusader Advanced Field Artillery System program
to more than 25%. TVS specializes in combat vehicles as well as mobility
systems, suspension technology and diesel engines for armored vehicle markets
world wide. These activities are performed at the 1.0 million square foot
facility owned by TVS and located on 438 acres in Muskegon, Michigan. TVS also
leases a 50,000 square foot building for their engineering technical center and
prototype assembly efforts.

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OTHER

Freeman Energy mines coal, the majority of which is sold in the spot
market or under short-term contracts to a variety of customers. Approximately
20% of Freeman Energy's coal production is sold under a long-term contract to a
midwestern utility. The contract provides price adjustments for changes in
certain costs of production. Freeman Energy operates three underground mines
and one surface mine in Illinois, along with one surface mine in Kentucky.
Coal preparation facilities and rail loading facilities are located at each
mine sufficient for its output. Total production from Freeman Energy's mines
was approximately 5 million tons in each of the last three years. In addition,
Freeman Energy owns or leases rights to over 600 million tons of coal reserves
in Illinois and Kentucky. Due to the commodity nature of the company's coal
operations, the primary factors affecting competition are price and geographic
service area.

The 1990 Clean Air Act requires, among other things, a phased
reduction in sulfur dioxide emissions by coal burning facilities over the next
few years. Virtually all of the coal in Freeman Energy's Illinois basin mines
has medium or high sulfur content. Freeman Energy's long-term contract
customer has pollution control devices which allow for utilization of Freeman
Energy's coal under the new regulations. Freeman Energy has targeted customers
with clean coal technology to mitigate the impact of regulations in the near
term. The long-term impact of the Clean Air Act is not known.

Patriots are financing subsidiaries which lease liquefied natural gas
tankers to a nonrelated company.

DISCONTINUED OPERATIONS

Since 1991, the company has sold its Tactical Military Aircraft,
Missile Systems, General Aviation, and Space Launch Systems businesses. The
remaining discontinued operations at December 31, 1995, are as follows:

The company's Convair Division was the sole-source producer of
fuselages for the McDonnell Douglas Corporation (McDonnell Douglas) MD-11 wide
body tri-jet aircraft. During 1994, the company signed an agreement to
transfer production of fuselages to McDonnell Douglas with the delivery of the
166th shipset in early 1996. The Convair Division ceased operations after
completion of its obligations under this agreement.

Material Service Corporation is engaged in the mining and sale of
aggregates (e.g. stone, sand and gravel) for use in the construction of
highways and other infrastructure projects, and for commercial and residential
building construction primarily in northern and central Illinois.

REAL ESTATE HELD FOR DEVELOPMENT

As part of the sale of businesses, certain related properties were
retained by the company. These properties have been segregated on the
Consolidated Balance Sheet as real estate held for development. The company
has retained outside experts to support the development of plans which are
intended to maximize the market value of these properties. These properties
include 232 acres in Kearny Mesa and 2,420 acres in Sycamore Canyon, both of
which are in San Diego, California; and 363 acres in Rancho Cucamonga,
California. Most of this property is undeveloped. The company owns 3.0
million square feet of building space on the aforementioned properties, a
significant portion of which will be demolished due to economic and market
considerations.

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GENERAL INFORMATION

U. S. Government Contracts

The company's net sales to the U.S. government include Foreign
Military Sales (FMS). FMS are sales to foreign governments through the U.S.
government, whereby the company contracts with and receives payment from the
U.S. government and the U.S. government assumes the risk of collection from
the customer. U.S. government sales were as follows (excluding discontinued
operations; dollars in millions):

Year Ended December 31
---------------------------------------

1995 1994 1993
-------- --------- ---------
Domestic $ 2,422 $ 2,190 $ 2,202
FMS 476 690 801
-------- --------- -------
Total U.S. government $ 2,898 $ 2,880 $ 3,003
======== ========= =========
Percent of net sales 94% 94% 94%

All U.S. government contracts are terminable at the convenience of the
U.S. government, as well as for default. Under contracts terminable at the
convenience of the U.S. government, a contractor is entitled to receive
payments for its allowable costs and, in general, the proportionate share of
fees or earnings for the work done. Contracts which are terminated for default
generally provide that the U.S. government only pays for the work it has
accepted and may require the contractor to pay for the incremental cost of
reprocurement and may hold the contractor liable for damages. In 1991, the
U.S. Navy terminated the company's A-12 aircraft contract for default; in
December 1995 the U.S. Court of Federal Claims issued an order converting the
termination for default to a termination for convenience. For further
discussion, see Note P to the Consolidated Financial Statements on page 33 of
the 1995 Shareholder Report, filed as Exhibit 13 to this Annual Report on Form
10-K and incorporated herein by reference.

Companies engaged in supplying goods and services to the U.S.
government are dependent on congressional appropriations and administrative
allotment of funds, and may be affected by changes in U.S. government policies
resulting from various military and political developments. U.S. government
defense contracts typically involve long lead times for design and development,
and are subject to significant changes in contract scheduling. Often the
contracts call for successful design and production of very complex and
technologically advanced items.

Foreign Sales and Operations

The major portion of sales and operating earnings of the company for
the past three years was derived from operations in the United States.
Although the company purchases supplies from and subcontracts with foreign
companies, it has no substantial operations in foreign countries. The majority
of foreign sales are made as FMS through the U.S. government, but certain
direct foreign sales are made of components and support services. Direct
foreign sales were $29 million, $32 million and $35 million in 1995, 1994 and
1993, respectively.

Supplies

Many items of equipment and components used in the production of the
company's products are purchased from other manufacturers. The company is
dependent upon suppliers and subcontractors for a large number of components
and the ability of its suppliers and subcontractors to meet performance and
quality specifications and delivery schedules. In some cases the company is
dependent on one or a few sources, either because of the specialized nature of
a particular item or because of domestic preference requirements pursuant to
which it operates on a given project.

All of the company's operations are dependent upon adequate supplies
of certain raw materials, such as aluminum and steel, and on adequate supplies
of fuel. Fuel or raw material shortages could also have an adverse effect on
the company's suppliers, thus impairing their ability to honor their
contractual commitments to the company. The company has not experienced
serious shortages in any of the raw materials or fuel supplies that are
necessary for its production programs.

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Research and Development

Research and development activities in the Marine Group and Armored
Vehicles segments are conducted principally under U.S. government contracts.
These research efforts are generally either concerned with developing products
for large systems development programs or performing work under research and
development technology contracts. In addition, the defense businesses engage
in independent research and development, of which a significant portion is
recovered through overhead charges to U.S. government contracts.

The table below details expenditures for research and development
(excluding discontinued operations; dollars in millions):

Year Ended December 31
--------------------------------------
1995 1994 1993
-------- --------- --------

Company-sponsored $ 25 $ 30 $ 33
Customer-sponsored 178 246 142
---------- --------- --------
$ 203 $ 276 $ 175
========== ========= ========

Backlog

The information on the dollar amounts of backlog orders is included
under the caption entitled "Backlog" on page 20 of the 1995 Shareholder Report,
filed as Exhibit 13 to this Annual Report on Form 10-K, and is incorporated
herein by reference.

Environmental Controls

Federal, state and local requirements relating to the discharge of
materials into the environment and other factors affecting the environment have
had and will continue to have an impact on the manufacturing operations of the
company. Thus far, compliance with the requirements has been accomplished
without material effect on the company's capital expenditures, earnings or
competitive position. While it is expected that this will continue to be the
case, the company cannot assess the possible effect of compliance with future
requirements.

Additional information relating to the impact of environmental
controls is included under the caption "Environmental" in Note O to the
Consolidated Financial Statements on page 33 of the 1995 Shareholder Report,
filed as Exhibit 13 to this Annual Report on Form 10-K, and is
incorporated herein by reference.

Patents

Numerous patents and patent applications are owned by the company and
utilized in its development activities and manufacturing operations. In many
cases, however, the U.S. government has an irrevocable, non-exclusive,
royalty-free license, pursuant to which the government may use or authorize
others to use the inventions covered by the patents. Pursuant to similar
arrangements, the government may consent to the company's use of inventions
covered by patents. While in the aggregate its patents and licenses are
considered important in the operation of the company's business, engineering,
production skills and experience are more important to the company than its
patents or licenses.

Employees

At the end of 1995, the company had approximately 27,700 employees, of
whom approximately 60% were covered by collective bargaining agreements with
various unions, the most significant of which are the International Association
of Machinists and Aerospace Workers, the Industrial Union of Marine and
Shipbuilding Workers of America, the Metal Trades Council of New London,
Connecticut, the United Auto Workers Union, the Office and Professional
Employees International Union and the United Mine Workers of America. During
1996, several collective bargaining agreements, which cover approximately 15%
of the union represented work force, are scheduled to expire and are subject to
negotiations with the respective unions.

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ITEM 2. PROPERTIES

The information required for this item is included in Item 1 of this
report.

ITEM 3. LEGAL PROCEEDINGS

The information under the captions "Litigation" and "Environmental" in
Note O and the information in Note P to the Consolidated Financial Statements
appearing on pages 32 and 33 of the 1995 Shareholder Report, included in this
Annual Report on Form 10-K as Exhibit 13, is incorporated herein by reference
in response to this item.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the company's security holders
during the fourth quarter of the year ended December 31, 1995.

SUPPLEMENTARY ITEM. EXECUTIVE OFFICERS OF THE COMPANY

The name, age, offices and positions held for the last five years of
the company's executive officers who are not directors are as follows:

AGE AT
DECEMBER 31
NAME, POSITION AND OFFICE 1995
------------------------- ---------------

David D. Baier -- Vice President Taxes since August 1995; Staff Vice President Taxes
March 1994 -- August 1995; Corporate Tax Counsel and Director of Planning
and Litigation September 1991 -- March 1994; Assistant Tax Counsel
July 1989 -- September 1991 41

G. Kent Bankus -- Vice President Government Relations since April 1993; Staff Vice President
Aerospace Programs and Field Offices July 1991 -- April 1993; Corporate Director for
Special Projects January 1989 -- July 1991 53

Edward C. Bruntrager -- Vice President and General Counsel since March 1994; Assistant General
Counsel January 1987 -- March 1994 48

Allan C. Cameron -- Vice President of the company and President of the company's
Bath Iron Works Division since March 1996; Executive Vice President and Chief Operating
Officer of Bath Iron Works July 1994 -- March 1996; Facility Manager of the company's
Electric Boat Division May 1993 -- June 1994; Director of Operations of the company's
Electric Boat Division January 1989 -- May 1993 49

David H. Fogg -- Staff Vice President and Treasurer since November 1994; Staff Vice President
and Assistant Treasurer May 1994 -- November 1994; Corporate Director of Finance and
Assistant Treasurer January 1994 -- May 1994; Corporate Director of Risk Management
November 1991 -- January 1994; Assistant Treasurer of Uniroyal Goodrich Tire Company
August 1986 -- November 1991 40

Paul A. Hesse -- Vice President Communications and Secretary since February 1996; Vice President
Communications May 1991 -- February 1996; President and Chief Operating Officer
of Dix & Eaton 1988 -- 1991 54

Michael J. Mancuso -- Vice President and Chief Financial Officer since November 1994; Vice
President and Controller May 1994 -- November 1994; Division Vice President and Chief
Financial Officer of the company's Land Systems Division September 1993 -- May 1994;
Vice President and Controller - Commercial Engine Business, Pratt & Whitney, United
Technologies Corporation (UTC) July 1992 -- September 1993; Vice President - Finance
and Administration, Hamilton Standard, UTC August 1989 -- July 1992 53

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AGE AT
DECEMBER 31
NAME, POSITION AND OFFICE 1995
------------------------- ----------

Daniel P. Schmutte -- Vice President Operations since August 1995; Staff Vice President and
Assistant to the President/Chief Executive Officer June 1993 -- August 1995; Assistant to
the President December 1990 -- June 1993 45

John W. Schwartz -- Staff Vice President and Controller since November 1994; Corporate Director
of Accounting July 1992 -- November 1994; Vice President- Corporate Accounting of MNC
Financial, Inc. February 1988 -- June 1992 39

Henry J. Sechler -- Vice President International Business Development since August 1991;
Staff Vice President International Business Development October 1985 -- August 1991 63

Roger E. Tetrault --Senior Vice President of the company and President of the company's
Land Systems Division since August 1995; Vice President of the company and
President of the company's Land Systems Division April 1993 -- August 1995;
Vice President of the company and President of the company's Electric Boat Division
August 1992 -- April 1993; Vice President of the company and General Manager of the
company's Electric Boat Division August 1991 -- August 1992; Vice President and Group
Executive of Babcock and Wilcox 1990 -- 1991 54

James E. Turner, Jr. -- Executive Vice President of the company's Marine Group since
October 1995; Executive Vice President of the company and President of the company's
Electric Boat Division April 1993 -- October 1995; Executive Vice President of the
company's Marine, Land Systems and Services Group February 1991 -- April 1993;
Vice President of the company and General Manager of the company's
Electric Boat Division September 1988 -- February 1991 61

Arthur J. Veitch -- Vice President of the company and Senior Operating Officer of the
company's Land Systems Division since August 1995; Division Vice President and General
Manager of the company's Convair Division August 1992 -- August 1995; Division Vice
President and Program Director - Aircraft Programs of the company's Convair Division
May 1991 -- August 1992; Division Vice President Contracts and Estimating of the
company's Convair Division December 1982 -- May 1991 49

John K. Welch -- Vice President of the company and President of the company's Electric
Boat Division since October 1995; Division Vice President Programs and Planning of
the company's Electric Boat Division April 1994 -- October 1995; Division Vice
President Program Management and Development of the company's Electric Boat Division
June 1989 -- April 1994 45

W. Peter Wylie -- Vice President Human Resources and Administration since August 1995;
Group Vice President - Hughes Missile Systems Company August 1992 -- January 1995;
Division Vice President Human Resources of the company's Missiles and Electronics
Group May 1991 -- August 1992; Division Vice President Human Resources of the
company's Air Defense Systems Division August 1989 -- May 1991 56

All executive officers of the company are elected annually. There are no family
relationships, as defined, among any of the above executive officers. No
executive officer of the company was selected pursuant to any arrangement or
understanding between the officer and any other person.

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PART II

ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS

The company's common stock is listed on the New York Stock Exchange,
Chicago Stock Exchange and Pacific Stock Exchange.

The high and low market price of the company's common stock and the
cash dividends declared for each quarterly period during the two most recent
fiscal years are included in Note T to the Consolidated Financial Statements
appearing on page 36 of the 1995 Shareholder Report, included in this Annual
Report on Form 10-K as Exhibit 13, and are incorporated herein by reference.

There were 22,930 common shareholders of record of the company's
common stock at December 31, 1995.

ITEM 6. SELECTED FINANCIAL DATA

The information appearing on page 38 of the 1995 Shareholder Report,
included in this Annual Report on Form 10-K as Exhibit 13, is incorporated
herein by reference in response to this item.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The information appearing on pages 18 through 22 of the 1995
Shareholder Report, included in this Annual Report on Form 10-K as Exhibit 13,
is incorporated herein by reference in response to this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information appearing on pages 23 through 38 of the 1995
Shareholder Report, included in this Annual Report on Form 10-K as Exhibit 13,
is incorporated herein by reference in response to this item.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

None.
PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required to be set forth herein, except for a list of
the executive officers other than directors that is provided in Part I of this
report, is included under the caption entitled "Election of Directors" in the
company's definitive Proxy Statement which is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information required to be set forth herein is included under the
captions entitled "Board of Directors and Board Committees" and "Executive
Compensation" in the company's definitive Proxy Statement which is incorporated
herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required to be set forth herein is included under the
captions entitled "Election of Directors" and "Principal Shareholders" in the
company's definitive Proxy Statement which is incorporated herein by reference.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required to be set forth herein is included under the
captions entitled "Employment Agreements and Other Agreements" and
"Transactions Involving Directors and Others" in the company's definitive Proxy
Statement which is incorporated herein by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) 1. Financial Statements

The Report of Independent Public Accountants and Consolidated
Financial Statements appearing in the 1995 Shareholder Report on the pages
listed in the following index are included in this Annual Report on Form 10-K
as Exhibit 13, and are incorporated herein by reference.

Page of
Shareholder
Report
------------

Report of Independent Public Accountants 37

Consolidated Financial Statements:

Consolidated Statement of Earnings 23

Consolidated Balance Sheet 24

Consolidated Statement of Cash Flows 25

Consolidated Statement of Shareholders' Equity 26

Notes to Consolidated Financial Statements (A to T) 27 - 36

2. Financial Statement Schedules

No schedules are submitted because they are either not applicable or
not required, or because the required information is included in the financial
statements or the notes thereto.

3. Exhibits--See Index on pages 11 and 12.

(b) Reports on Form 8-K

There were no reports on Form 8-K filed during the fourth quarter of
1995.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

GENERAL DYNAMICS CORPORATION

By: /s/ John W. Schwartz
--------------------
John W. Schwartz
Staff Vice President and Controller

March 21, 1996

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below on March 21, 1996, by the following persons
on behalf of the Registrant and in the capacities indicated, including a
majority of the Directors.

/s/James R. Mellor Chief Executive Officer and Director
- - ------------------ (Principal Executive Officer)
James R. Mellor

/s/ Michael J. Mancuso Vice President and Chief Financial Officer
- - ---------------------- (Principal Financial Officer)
Michael J. Mancuso

/s/ John W. Schwartz Staff Vice President and Controller
- - -------------------- (Principal Accounting Officer)
John W. Schwartz

* Director
- - -----------------------
Frank C. Carlucci

* Director
- - -----------------------
Nicholas D. Chabraja

* Director
- - -----------------------
James S. Crown

* Director
- - -----------------------
Lester Crown

* Director
- - -----------------------
Charles H. Goodman

* Director
- - -----------------------
Gordon R. Sullivan

* Director
- - ------------------------
Carlisle A. H. Trost

*By Paul A. Hesse pursuant to Power of Attorney executed by the directors
listed above, which Power of Attorney has been filed with the Securities and
Exchange Commission.

/s/ Paul A. Hesse
-----------------
Paul A. Hesse
Secretary

10
12
INDEX TO EXHIBITS

Note Exhibit
Number Number Description
- - ------ ------ -----------

(7) 3-1A --Restated Certificate of Incorporation, effective May 21, 1991
(10) 3-2B --Bylaws as amended effective May 4, 1994
4 --Letter re agreement to furnish copy of indenture
(1) 10-1A --Amendment of Mining Leases between American National Bank and Trust
of Chicago, Trustee, and La Salle National Bank, Trustee, to Freeman Coal Mining
Corporation, dated January 1, 1960
(1) 10-1B --Amendatory Agreement between Freeman United Coal Mining Company and American
National Bank and Trust Company, as Trustee, and La Salle National Bank, as Trustee,
dated January 1, 1975
(4) 10-6A --General Dynamics Corporation Incentive Compensation Plan adopted February 3, 1988,
approved by the shareholders on May 4, 1988
(6) 10-6B --General Dynamics Corporation Incentive Compensation Plan (as amended),
approved by shareholders on May 1, 1991
(3) 10-7C-2 --Facilities Contract DAAE07-83-E-A001 dated August 29, 1983, and
1984 modifications between the company's General Dynamics Land
Systems Inc. subsidiary and the United States relating to government-
owned equipment at Sterling Heights, Michigan
(2) 10-7D --Facilities Contract DAAE07-83-E-A007 dated January 29, 1983, between
the company's General Dynamics Land Systems Inc. subsidiary and the
United States relating to government-owned equipment at the Scranton
Defense Plant, Eynon, Pennsylvania
(6) 10-7E --Facilities Contract DAAE07-90-E-A001 dated June 24, 1990, between the company's
General Dynamics Land Systems Inc. subsidiary and the United States relating to
government-owned facilities and equipment at the Lima Army Tank Plant, Lima, Ohio
(6) 10-7F --Facilities Contract DAAE07-91-E-A002 dated December 21, 1990, between the company's
General Dynamics Land Systems Inc. subsidiary and the United States relating to
government-owned facilities and equipment at the Detroit Arsenal Tank Plant, Warren, Michigan
(10) 10-8B --General Dynamics Corporation Retirement Plan for Directors adopted March 6, 1986, as
amended May 5, 1993
(5) 10-13 --Indenture of Lease dated January 1, 1986, by and between State of Rhode Island and
Providence Plantations and Rhode Island Port Authority and Economic Development
Corporation and the company
(5) 10-14 --Lease Agreement dated November 28, 1978, as amended January 15, 1989, between
Rhode Island Port Authority and Economic Development Corporation and the company
(8) 10-18 --Employment Agreement between the company and James R. Mellor dated as of
March 17, 1993
10-18A --Amendment to employment agreement between the company and James R. Mellor dated as of
October 3, 1995
(8) 10-22 --Form of Agreement entered into in 1993 between the company and Corporate Officers who
were being retained in employment with the company
(9) 10-23 --Employment agreement between the company and Nicholas D. Chabraja, dated
February 3, 1993, as amended December 22, 1993
(11) 10-24 --Asset Purchase Agreement, dated August 17, 1995, between the company and Bath Iron Works
Corporation
10-25 --Lease Agreement dated January 14, 1982, between the company's Bath Iron Works Corp.
subsidiary and the City of Portland, Maine, relating to pier facilities in the Portland, Maine
harbor
10-26 --Lease Agreement dated January 14, 1982, between the company's Bath Iron Works Corp.
subsidiary and the State of Maine, relating to a dry dock facility in the Portland,
Maine harbor

11
13

Note Exhibit
Number Number Description
- - ------ ------ -----------

10-27 --Form of Employment Agreement pertaining to change of control entered into between the
company and key executives
11 --Statement re computation of per share earnings
13 --1995 Shareholder Report (pages 18-38)
21 --Subsidiaries
23 --Consent of Independent Public Accountants
24 --Power of Attorney of the Board of Directors
27 --Financial Data Schedule

NOTES

(1) Filed as an exhibit to the company's annual report on Form 10-K for
the year ending December 31, 1980, and filed with the Commission March
31, 1981, and incorporated herein by reference.

(2) Filed as an exhibit to the company's annual report on Form 10-K for
the year ending December 31, 1982, and filed with the Commission March
30, 1983, and incorporated herein by reference.

(3) Filed as an exhibit to the company's annual report on Form 10-K for
the year ending December 31, 1984, and filed with the Commission April
1, 1985, and incorporated herein by reference.

(4) Filed as an exhibit to the company's annual report on Form 10-K for
the year ending December 31, 1987, and filed with the Commission March
17, 1988, and incorporated herein by reference.

(5) Filed as an exhibit to the company's annual report on Form 10-K for
the year ending December 31, 1989, and filed with the Commission March
30, 1990, and incorporated herein by reference.

(6) Filed as an exhibit to the company's annual report on Form 10-K for
the year ending December 31, 1990, and filed with the Commission March
29, 1991, and incorporated herein by reference.

(7) Filed as an exhibit to the company's annual report on Form 10-K for
the year ending December 31, 1991, and filed with the Commission March
26, 1992, and incorporated herein by reference.

(8) Filed as an exhibit to the company's annual report on Form 10-K for
the year ending December 31, 1992, and filed with the Commission March
30, 1993, and incorporated herein by reference.

(9) Filed as an exhibit to the company's annual report on Form 10-K for
the year ending December 31, 1993, and filed with the Commission March
29, 1994, and incorporated herein by reference.

(10) Filed as an exhibit to the company's annual report on Form 10-K for
the year ending December 31, 1994, and filed with the Commission March
9, 1995, and incorporated herein by reference.

(11) Filed as an exhibit to the company's current report on Form 8-K filed
with the Commission September 28, 1995, and incorporated herein by
reference.