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CORRESPONDENCE

 Lockheed Martin Corporation

 6801 Rockledge Drive Bethesda, MD 20817

 Telephone 301-897-6764 Facsimile 301-897-6813

 Email: martin.t.stanislav@lmco.com

 [LOCKHEED MARTIN LOGO APPEARS HERE]

 Martin T. Stanislav

 Vice President and Controller

October 28, 2005

 Filed Via EDGAR and Courier

 Mr. Michael Fay

 Accounting Branch Chief

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street NE

 Washington, DC 20549-3561

RE:
Lockheed Martin Corporation

Form 10-K: For the Year Ended December 31, 2004

Form 10-Q: For the Quarter Ended March 31, 2005

File Number: 001-11437

 Ladies and Gentlemen:

 This letter is submitted in response to the review comments provided in your letter, dated October 14, 2005, addressed to Robert J. Stevens,
Chairman, President & Chief Executive Officer of Lockheed Martin Corporation, with regard to the above-referenced filings. We appreciate the opportunity to respond to the Staff’s comments, and have done so within the ten-day period
requested. As noted in our responses below, we will enhance our disclosures in future filings and have, where applicable, incorporated enhancements into the disclosures in our Quarterly Report on Form 10-Q for the period ended September 30,
2005 filed with the Commission earlier today. For convenience of reference, we have repeated the Staff’s comments followed by our response.

 Mr. Michael Fay

 Securities and Exchange Commission

 October 28, 2005

 Page 2

 Form 10-K: For the Year Ended December 31, 2004

 Item 7. Management’s Discussion and Analysis…page 28

 Critical Accounting Policies, page 34

 Contract
Accounting/Revenue Recognition, page 34

1.
To the extent practicable and meaningful, please provide quantitative disclosure of the factors that are sensitive to change. Refer to Section V of FR 72 for further guidance.
Provide us with a copy of your intended disclosure.

 In future filings, we will provide a sensitivity analysis reflecting the impact on our net earnings of a change in the assumptions regarding the estimated profit at completion for all contracts. As requested, the
following is an example of our proposed disclosure:

 Excerpt
from 2004 Form 10-K – last paragraph under the caption “Contract Accounting / Revenue Recognition” on page 35 – new text reflected as bold:

 Products and services provided under long-term development and production contracts make up a large portion
of our business. Therefore, the amounts we record in our financial statements using contract accounting methods and cost accounting standards are material. Because of the significance of the judgments and estimation processes, it is likely that
materially different amounts could be recorded if we used different assumptions or if the underlying circumstances were to change. For example, if underlying assumptions were to change such that our estimated profit at completion for all
contracts was higher or lower by     %, our net earnings would increase or decrease by approximately $         million. When adjustments in estimated contract revenues or
costs are required, any changes from prior estimates are generally included in earnings in the current period. We closely monitor compliance with and the consistent application of our critical accounting policies related to contract accounting.
Business segment personnel assess the status of contracts through periodic contract status and performance reviews. Also, regular and recurring evaluations of contract cost, scheduling, and technical matters are performed by management personnel
separately from the business segment performing work under the contract. Costs incurred and allocated to contracts with the U.S. Government are reviewed for compliance with regulatory standards by our personnel, and are subject to audit by the
Defense Contract Audit Agency.

 In drafting and re-evaluating
our disclosures regarding critical accounting estimates, we considered FR 72 after its release in December 2003. Upon reconsideration, and in response to the Staff’s comment, we believe that it would be meaningful to provide sensitivity
information related to an assumption such as estimated profit or loss at completion which is, in effect, the result of the consideration of the many assumptions included in our estimation of contract revenues and costs as discussed in our
disclosure. To do so would reinforce to the reader that changes in underlying assumptions have a direct impact on the rate at which we record profits, and therefore on our results of operations.

 Mr. Michael Fay

 Securities and Exchange Commission

 October 28, 2005

 Page 3

 Results of Operations, page 38

2.
It is not clear from your current disclosure why amounts for items such as the charge for Pit 9 litigation, gain on sale of interest in New Skies, and other similar items are
not allocated to a business segment. Please clarify for us and disclose why it is appropriate to include these amounts in unallocated.

 In the case of the charge associated with the Pit 9 litigation, the underlying contract for the Pit 9 program, which gave rise to the litigation, was
associated with and included as part of an environmental remediation line of business that the Corporation exited in 1996. Since that time, the Pit 9 litigation has been managed by the Corporate office because it is not associated with any of our
existing business segments. The equity investment in New Skies was acquired in connection with the acquisition of COMSAT Corporation in 2000 and was reported as part of the Corporation’s former global telecommunications segment. In 2001, the
Corporation decided to exit the global telecommunications services business and ceased separate reporting of the segment. Since that time, the New Skies investment, along with other equity investments remaining from our global telecommunications
business, have been managed by the Corporate office and reported as part of “Net Unallocated Corporate (Expense) Income”.

 The items and related amounts included in the table on page 39 have been excluded from segment operating results consistent with the management approach
promulgated by FAS No. 131, “Disclosures about Segments of an Enterprise and Related Information.” Based on the nature of these items, senior management does not deem it appropriate to allocate the related amounts to results of
operations of the segments. Therefore, the measure of profit or loss reported to our senior management for purposes of making decisions about allocating resources to the segments and assessing their performance does not include these amounts.

 In reviewing the Staff’s comment, we recognized that the
placement of the table as part of the discussion of consolidated results of operations may be confusing to a reader. In future filings, we will present the table after the MD&A discussion of each of our business segments in the section captioned
“Net Unallocated Corporate (Expense) Income”. This revised placement is reflected in the Corporation’s Form 10-Q for the quarter ended September 30, 2005 (see page 27).

 Liquidity and Cash Flows, page 46

 Operating Activities, page 46

3.
 We note that cash flows from operating activities increased by $1.1 billion in 2004 compared to 2003. You disclose that earnings were the driving force for
the increase. However, the increase in 2004 earnings was only approximately $200 million. We also note a like disclosure in your Form 10-Q for the quarter ended March 31, 2005 for relatively similar circumstances. Please expand your disclosure
to discuss, in terms of cash, and quantify the significant factors that caused the material increases in cash flow from operating activities in each of the current periods indicated relative to the corresponding prior year periods. As you

 Mr. Michael Fay

 Securities and Exchange Commission

 October 28, 2005

 Page 4

use the indirect method, merely reciting changes in line items reported in the statement of cash flows would not be sufficient. Refer to Section IV.B of FR-72 for guidance.
Provide us with a copy of your intended disclosure.

 In response to the comment, the Corporation has made the following disclosure on page 28 of its Form 10-Q for the quarter ended September 30, 2005, as filed with the Commission on October 28, 2005, and will
incorporate similar detail in future filings:

 Net cash
provided by operating activities for the nine months ended September 30, 2005 increased by $303 million to $3.1 billion as compared to the same period of 2004. The increase was primarily attributable to an increase in net earnings of $363
million during the first nine months of 2005 as compared to 2004. The focus on improving our cash management processes continued to contribute to the aggregate reduction in operating working capital accounts (receivables, inventories, accounts
payable, and customer advances and amounts in excess of costs incurred) this year, including a reduction of approximately $452 million for the first nine months of 2005 as compared to a reduction of $814 million during the first nine months of 2004.
The improvement in operating working capital accounts was lower by $362 million between the periods, but this reduction was partially offset by a $278 million net increase in cash primarily due to the timing of payments for various operating
activities when comparing the nine-month periods of each year. Although we will continue to focus on management of operating working capital accounts, we do not expect the rate of improvements we have experienced in prior periods to continue into
the foreseeable future.

 Investing Activities, page 46

4.
Please disclose the amount of commitments for capital expenditures at the end of the fiscal year and the anticipated sources of funds to meet the commitments, in accordance
with Item 303(A)(2)(i) of Regulation S-K. To the extent material and meaningful, disclose the significant activities and amounts to which the expenditures pertain.

 The Corporation will separately disclose in future annual filings, the amount
of commitments for capital expenditures at the end of its fiscal year. The Corporation also will disclose, to the extent material and meaningful, the significant activities to which the commitments for capital expenditures pertain.

 As of December 31, 2004, the Corporation’s commitments for capital
expenditures were $168 million. The commitments included amounts for facilities and equipment at various locations, related to our customer contracts.

 On page 47 of its 2004 Form 10-K, the Corporation disclosed “Cash and cash equivalents, short-term investments, cash flow from operations and other
available financing resources, are expected to be sufficient to meet anticipated operating, capital expenditure and debt-service requirements, as well as acquisition and other discretionary investment needs, projected over the next three
years.” The Corporation will more clearly note the

 Mr. Michael Fay

 Securities and Exchange Commission

 October 28, 2005

 Page 5

 source of funding for its commitments for capital expenditures at the end of the fiscal year.

 Contractual Commitments and Off-Balance Sheet Arrangements, page 48

5.
We note your disclosure that the amount in the table on this page excludes purchase obligations associated with contracts that contain a termination for convenience provision.
To the extent material, it appears that disclosure of the amounts excluded would be meaningful, since the timing of the cash flows between your obligations and the amounts that may be reimbursed to you, if any, may significantly differ. Please
disclose the aggregate of such amounts for each year presented in the table.

 The Corporation will include purchase obligations associated with contracts that contain a termination for convenience provision in the table for
“Contractual Commitments and Off-Balance Sheet Arrangements” in future annual filings.

6.
Additionally, to the extent material, please include in the notes to the financial statements the disclosures specified in paragraphs 7 and 10(a) in FAS 47 as appropriate.

 To the extent material, the Corporation
will include in the notes to financial statements in future filings the disclosures specified in paragraphs 7 and 10(a) of FAS 47. As of December 31, 2004, the Corporation’s unconditional purchase obligations were not material.

 Item 8. Financial Statements and Supplementary Data, page 51

 Consolidated Statement of Earnings, page 54

7.
Please explain to us why you do not report sales of tangible products and services separately on the face of the statement of earnings, or disclose such elsewhere, in
accordance with Rule 5-03.1 of Regulations S-X.

 In future annual filings, we will report net sales and cost of sales from both the sale of tangible products and from the provision of services.

 Based on the nature of our products and services, and the fact that our segment reporting is organized based on differences in the products and services
we offer, we previously relied on our segment footnote disclosures to provide an understanding of revenues related to tangible products versus services. Our view was that our segment descriptions in “Note 15 – Information on Business
Segments” provided adequate detailed descriptions of the products and/or services offered by each, and the subsequent table of net sales by segment provided the relative impact of each segment’s contribution to total net sales. We believed
this information provided the reader with a general understanding of net sales attributable to tangible products versus services.

 Mr. Michael Fay

 Securities
and Exchange Commission

 October 28, 2005

 Page 6

 Note 4 – Receivables, page 63

8.
We note that a portion of your sales is to customers other than the U.S. government. Please tell us the amount of any allowance for doubtful accounts as of each balance sheet
date presented, including any activity in the account. Refer to paragraph 13(e) of SOP 01-6 and Rule 5-04(c), Schedule II of Regulation S-X for guidance.

 To the extent material, the Corporation will disclose its allowance for doubtful accounts in future annual filings. As of
December 31, 2004 and 2003, the Corporation’s allowance for doubtful accounts amounted to $37 million and $35 million, respectively. The net increase in the allowance for doubtful accounts during 2004 was $2 million. We did not view the
amount of the allowance for doubtful accounts (less than 1% of receivables and 0.2% of total assets in both years), or the change, as material for disclosure in the periods presented.

 Note 8 – Debt, page 65

9.
We note the disclosures in regard to the floating rate convertible debentures due in 2033 in the first and second full paragraphs on page 66. Please explain to us and disclose
a summary of the certain events that are not currently anticipated, the absence of which affect the convertibility of the debentures. Explain to us and disclose how the applicable conversion price is determined and the specified period during each
quarter that such is determined. Explain to us your consideration of accounting for the conversion feature as a derivative in accordance with FAS 133 and related authority. Please provide us with a copy of the indenture for these notes.

 Please explain to us and disclose a summary of the
certain events that are not currently anticipated, the absence of which affect the convertibility of the debentures.

 The following is a summary of the “certain events not currently anticipated”:

•

Lockheed Martin calling the debentures for redemption;

•

Lockheed Martin distributing to all holders of our common stock certain rights or warrants entitling them to purchase shares of our common stock at less than the last reported sale
price of our common stock on the trading day immediately preceding the declaration date of the distribution;

•

Lockheed Martin distributing to all