SC 14D1/A

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ________________
                                SCHEDULE 14D-1/A

                   Tender Offer Statement Pursuant to Section
                14(d)(1) of the Securities Exchange Act of 1934
                               (Amendment No. 11)
                               __________________
                               COMSAT CORPORATION
                           (Name of Subject Company)

                                  REGULUS, LLC
                          LOCKHEED MARTIN CORPORATION
                                   (Bidders)

                        Common Stock, Without Par Value
                         (Title of Class of Securities)

                                   20564D107
                     (CUSIP Number of Class of Securities)

                             STEPHEN M. PIPER, ESQ.
                          LOCKHEED MARTIN CORPORATION
                              6801 ROCKLEDGE DRIVE
                            BETHESDA, MARYLAND 20817
                                 (301) 897-6000
                 (Name, Address and Telephone Number of Person
     Authorized to Receive Notices and Communications on behalf of Bidders)

                                    COPY TO:
                              DAVID G. LITT, ESQ.
                             O'MELVENY & MYERS LLP
                             555 13TH STREET, N.W.
                                 SUITE 500 WEST
                          WASHINGTON, D.C.  20004-1109
                                 (202) 383-5300

                           CALCULATION OF FILING FEE

Transaction Valuation(1):  $1,169,509,386   Amount of Filing Fee: $233,901

(1) Estimated for purposes of calculating the amount of the filing fee only. The
amount assumes the purchase of 25,703,503 shares of common stock, without par
value (the "Shares"), of COMSAT Corporation (the "Company") at a price per Share
of $45.50 in cash (the "Offer Price"). Such number of shares represents 49% of
the shares of Common Stock of the Company outstanding as of September 11, 1998,
minus the number of shares of the Series II Common Stock of the Company
outstanding as of September 11, 1998.


[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
    and identify the filing with which the offsetting fee was previously paid.
    Identify the previous filing by registration statement number, or the form
    or schedule and the date of its filing.

Amount previously paid: $233,901             Filing Parties:  Regulus, LLC and
                                             Lockheed Martin Corporation

Form or registration no.: Schedule 14D-1     Date Filed: September 25, 1998

                        (Continued on following page(s))


   This Amendment No. 11 to the Tender Offer Statement on Schedule 14D-1 (the
"Schedule 14D-1") amends and supplements the Schedule 14D-1 of Regulus, LLC, a
single member Delaware limited liability company (the "Purchaser") and a wholly-
owned subsidiary of Lockheed Martin Corporation, a Maryland corporation
("Parent"), in respect of the tender offer (the "Offer") by the Purchaser to
purchase up to 49% (less certain adjustments) of the issued and outstanding
shares (the "Shares") of common stock, without par value, of COMSAT Corporation,
a District of Columbia corporation (the "Company"), at a price of $45.50 per
Share, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated September 25,
1998 (the "Offer to Purchase") and in the related Letter of Transmittal.  The
Offer is being made pursuant to an Agreement and Plan of Merger dated as of
September 18, 1998, among the Company, Parent and Deneb Corporation, a wholly-
owned subsidiary of Parent.  The Schedule 14D-1 was initially filed with the
Securities and Exchange Commission on September 25, 1998.  Capitalized terms not
defined herein have the meanings assigned thereto in the Schedule 14D-1 and the
Offer to Purchase, which is attached as Exhibit (a)(1) to the Schedule 14D-1.

   The Purchaser and Parent hereby amend and supplement the Schedule 14D-1 as
follows:

ITEM 11.    MATERIAL TO BE FILED AS EXHIBITS.

   Item 11 is hereby amended and supplemented by the addition of the following
thereto:

      (a)(18)  Text of Press Release issued August 20, 1999.


                                   SIGNATURE



   After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.



                                    August 20, 1999


                                    REGULUS, LLC


                                    By:  /s/ Marian S. Block
                                       --------------------------------------
                                    Name: Marian S. Block
                                    Title: Vice President


                                   SIGNATURE



   After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.



                                    August 20, 1999


                                    LOCKHEED MARTIN CORPORATION


                                    By:  /s/  Marian S. Block
                                       ----------------------------------------
                                    Name:  Marian S. Block
                                    Title:   Assistant Secretary


                               14D-EXHIBIT INDEX

EXHIBIT  DESCRIPTION
- -------  -----------

(a)(18)  Text of Press Release issued August 20, 1999

EX-99.1

                                                                 Exhibit (a)(18)

                                                           For Immediate Release




COMSAT SHAREHOLDERS OVERWHELMINGLY APPROVE
PROPOSED MERGER WITH LOCKHEED MARTIN


BETHESDA, Maryland, August 20, 1999 -  Shareholders of COMSAT Corporation
(NYSE: CQ) today overwhelmingly approved a proposed merger with a subsidiary of
Lockheed Martin Corporation (NYSE: LMT).  Approximately 99 percent of the total
votes cast were in favor of the merger, representing more than 74 percent of
COMSAT's total outstanding shares.

Upon obtaining the necessary regulatory approvals and legislative action, the
merger can be completed.

"We are gratified by the COMSAT shareholders' endorsement of this transaction,"
said John V. Sponyoe, chief executive officer of Lockheed Martin Global
Telecommunications, the Lockheed Martin subsidiary that will combine with
COMSAT.  "This completes one major milestone and we eagerly await the day when
this merger is completed and a strong new U.S. competitor can join the
international telecommunications marketplace."

================================================================================

CONTACT: Charles Manor, Lockheed Martin Global Telecommunications, 301/581-2720

                                  www.lmgt.com