October 14, 2005

Via Mail and Fax

Mr. Robert J. Stevens
President and Chief Executive Officer
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817-1877

	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

Dear Mr. Stevens:

	We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only the
financial statements and related disclosures and do not intend to
expand our review to other portions of your filings.  Where
indicated, we believe you should revise your future filings in
response to these comments.  If you disagree, we will consider
your explanation as to why a comment is inapplicable or a revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional comments.

	The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance the overall disclosure in your filings.  We look forward
to working with you in these respects and welcome any questions
you may have about our comments or any other aspect of our review.
Feel free to call us at the telephone numbers listed at the end of
this letter.


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.

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 Net 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.

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
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.

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.


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.

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.

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 Regulation S-X.

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.

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.

10. It appears from your disclosures in Note 3 that the debentures
had no impact on earnings per share.  Please explain to us and
disclose why not, and the number of shares of common stock into
which
the debentures were convertible that were excluded from the EPS
calculation.


Note 14 - Legal Proceedings, Commitments and Contingencies, page
75

11. We note the disclosure in the first paragraph on page 77 in
regard to the litigation in Redlands, California.  Based on the
disclosure of your environmental liabilities recorded for this
site,
please tell us what, if any, liability has been recorded for this
litigation.

Environmental Matters, page 77

12. We note your disclosure that costs associated with
environmental
matters may be projected for up to 20 years.  Please tell us to
what
extent you use discounting to determine the amount of the related
liability.

Note 15 - Information on Business Segments, page 77

13. Please disclose the factors used to identify your reportable
segments, including the basis of organization, in accordance with
paragraph 26(a) of FAS 131.


	We urge all persons who are responsible for the accuracy
and adequacy of the disclosure in the filings to be certain that
the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosures in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.



Please file your response to our comments via EDGAR within 10
business days from the date of this letter.  You may contact Doug
Jones at 202-551-3309, Tracie Northan at 202-551-3311, or me at
202-551-3812 with any questions.

	Sincerely,



	Michael Fay
	Accounting Branch Chief

cc: Mr. Christopher E. Kubasik, Chief Financial Officer (via
facsimile at 301-897-6624)