8-K

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


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                               ________________


                                   FORM 8-K



                                CURRENT REPORT
                        PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934


     Date of Report (Date of Earliest Event Reported)  September 18, 1999

                                 ____________



                          LOCKHEED MARTIN CORPORATION
            (Exact name of registrant as specified in its charter)



            Maryland                       1-11437               52-1893632

(State or other jurisdiction of    (Commission File Number)    (IRS Employer
        Incorporation)                                       Identification No.)


6801 Rockledge Drive, Bethesda, Maryland            20817
 (Address of principal executive offices)         (Zip Code)



                                (301) 897-6000
             (Registrant's telephone number, including area code)

                                 ____________


                                Not Applicable
            (Former name or address, if changed since last report)

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


Item 5.  Other Events

    The Corporation is filing this Current Report on Form 8-K to provide the
information contained in paragraphs one and two of the Corporation's press
release, dated September 18, 1999. A copy of the press release is attached as
Exhibit 99 to this Form, and paragraphs one and two are incorporated herein by
reference. The press release reports on the completion of the Corporation's
tender offer for up to 49% of COMSAT Corporation. In the press release, the
Corporation announced it has accepted for payment approximately 25,958,282
shares of COMSAT Corporation common stock tendered pursuant to its offer to
purchase up to 49 percent of the outstanding shares of common stock of COMSAT,
which, based on information provided by COMSAT, represents the maximum number
for which it tendered. The shares are being purchased for cash at a price of
$45.50 per share net to the seller without interest, for a total estimated
consideration of $1.2 billion.

According to First Chicago Trust Company of New York, the depositary for the
tender offer, as of 12:00 noon today, New York City time, the expiration date of
the tender offer, its initial calculations show that approximately 47,839,634
shares, or approximately 90 percent of the outstanding shares had been tendered
and not withdrawn prior to consummation of the offer, including 14,485,832
shares tendered pursuant to notices of guaranteed delivery.  The depositary is
expected to complete its calculation of the pro-rationing factor on our about
September 27, 1999, but it is anticipated the pro-rationing factor will be
approximately 54.261 percent.  Payment for those shares accepted will be mailed
promptly thereafter.



Item 7.  Financial Statements and Exhibits

    Exhibit No.        Description
    -----------        -----------


     99                Lockheed Martin Corporation Press Release dated
                       September 18, 1999.


                                 SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                    LOCKHEED MARTIN CORPORATION


                                    ___________________________________
                                    Stephen M. Piper
                                    Assistant Secretary


September 20, 1999


INDEX TO EXHIBITS

Exhibit No.           Description
- -----------           -----------

     99               Lockheed Martin Corporation Press Release dated
                      September 18, 1999.

EX-99

Exhibit 99



 For Immediate Release
- ----------------------





LOCKHEED MARTIN COMPLETES
TENDER OFFER FOR COMSAT STOCK

        COMPANIES NOW FOCUS ON ENABLING LEGISLATION TO ACCOMPLISH MERGER
        ----------------------------------------------------------------






BETHESDA, Maryland, September 18, 1999  Lockheed Martin Corporation (NYSE: LMT)
announced today that it has accepted for payment approximately 25,958,282 shares
of COMSAT Corporation (NYSE:CQ) common stock tendered pursuant to its offer to
purchase up to 49 percent of the outstanding shares of common stock of COMSAT,
which, based on information provided by COMSAT, represents the maximum number
for which it tendered.  The shares are being purchased for cash at a price of
$45.50 per share net to the seller without interest, for a total estimated
consideration of $1.2 billion.

According to First Chicago Trust Company of New York, the depositary for the
tender offer, as of 12:00 noon today, New York City time, the expiration date of
the tender offer, its initial calculations show that approximately 47,839,634
shares, or approximately 90 percent of the outstanding shares had been tendered
and not withdrawn prior to consummation of the offer, including 14,485,832
shares tendered pursuant to notices of guaranteed delivery.  The depositary is
expected to complete its calculation of the pro-rationing factor on our about
September 27, 1999, but it is anticipated the pro-rationing factor will be
approximately 54.261 percent.  Payment for those shares accepted will be mailed
promptly thereafter.

Today's announcement follows approval by the Federal Communications Commission
on Wednesday of the merger of a common carrier subsidiary of COMSAT into a
Lockheed Martin subsidiary and FCC designation of that Lockheed Martin
subsidiary as an authorized carrier under the 1962 Communications Satellite Act.
In addition, on Thursday, the Department of


Justice, whose analysis included consideration of both the tender offer
constituting the first phase of Lockheed Martin's acquisition of COMSAT and the
second phase of the transaction, the acquisition by Lockheed Martin of any
shares not acquired in the tender offer, stated that it does not intend to move
to enjoin consummation of the transaction.

"We now have taken major steps toward uniting these two advanced-technology
companies with complementary capabilities in the commercial space and
terrestrial telecommunications industry.  Once legislation is passed allowing
completion of the merger, the combined entity will benefit customers in the U.S.
and around the world as a dynamic new global competitor," said Vance Coffman,
chairman and chief executive officer of Lockheed Martin.

"While remaining fully committed to our core businesses, telecommunications
services represents a robust near-term, high growth opportunity for our
Corporation.  Our telecommunications business was formed with a separate,
dedicated management team.  After completion of our merger, the management team
will be strengthened with the inclusion of COMSAT expertise and has the charter
to identify new ventures, including evaluation of strategic partners," added
Coffman.

Completing the Lockheed Martin/COMSAT merger remains contingent upon the
satisfaction of certain conditions, including enactment of federal legislation
necessary to remove existing restrictions on ownership of COMSAT voting stock.
Legislation addressing the ownership cap already has cleared the U.S. Senate,
but has not yet been introduced in the House of Representatives. Following the
passage of legislation, the FCC also must approve the merger. The transaction's
second phase will be accomplished by an exchange of Lockheed Martin common stock
for that COMSAT common stock outstanding after completion of the tender offer on
a one-for-one basis.

"We remain committed to completing this merger. We view this as a pro-
competitive transaction that will yield new technologies and capabilities to
customers, including the U.S. government, at the best value and level of
service.  We are working with the House of Representatives to obtain enabling
legislation in the near future," Coffman said.


"By any measure, this is a smart, pro-competitive merger," said Betty C.
Alewine, president and chief executive officer of COMSAT. "Upon completion, the
COMSAT/Lockheed Martin partnership will strengthen competition in global
telecommunications to the benefit of customers and the industry."

Upon completion of the merger, COMSAT's businesses will be combined with
Lockheed Martin Global Telecommunications, a wholly owned subsidiary formed to
provide terrestrial and satellite networks for corporate and government
customers worldwide.

"COMSAT's market position, coupled with Lockheed Martin's financial and
technological strengths, is an ideal combination to effectively compete in the
rapidly growing and evolving global telecommunications business," said John
Sponyoe, chief executive officer of the Global Telecommunications subsidiary.

"This combination accelerates the momentum of Global Telecommunications in its
evolution into an enterprise well-positioned to quickly become a premier global
communications network service provider, a market growing exponentially.  Our
combined terrestrial and space infrastructure will enable us to deliver uniform
global coverage and capabilities for Internet and network service providers,
broadcasters and multi-national corporations  literally any time and anywhere,"
Sponyoe said.  "Just as importantly, Global Telecommunications and COMSAT are
fully committed to achieving timely, pro-competitive privatization of INTELSAT,
which will benefit the telecommunications industry and American consumers."

Based in Bethesda, Maryland, COMSAT employs some 1,600 people and focuses on
international satellite communications services and digital networking services
and technology.  COMSAT is the U.S. signatory to INTELSAT, a 143-member nation
organization that serves more than 180 countries, and INMARSAT, which provides
mobile satellite communications worldwide, and is the largest provider of space
segment capacity in these organizations.  COMSAT offers voice, data and video
transmission services for its customers, which include telecommunications
carriers, private-network providers, multinational corporations, the U.S.


government and a variety of broadcasting organizations.  COMSAT's digital
networking services business operates in 11 countries, and provides its
customers in rapidly growing international markets with start-to-finish
networking solutions.

Headquartered in Bethesda, Maryland, Lockheed Martin is a highly diversified
global enterprise principally engaged in the research, design, development,
manufacture and integration of advanced-technology systems, products and
services. The Corporation's core businesses span space, electronics,
aeronautics, information and services, telecommunications, energy and systems
integration. Employing more than 160,000 people worldwide, Lockheed Martin had
1998 sales surpassing $26 billion. Its Global Telecommunications subsidiary was
formed in 1998 to provide terrestrial and satellite networks for corporate and
government customers worldwide.

Bear, Stearns & Co., Inc. is financial adviser to Lockheed Martin and the dealer
manager in connection with the tender offer. Donaldson, Lufkin & Jenrette
Securities Corporation is financial advisor to COMSAT.

- --------------------------------------------------------------------------------
================================================================================
- --------------------------------------------------------------------------------

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

                                  www.lmgt.com
                                  ------------

NOTE:  Statements that are not historical facts are forward-looking statements
made pursuant to the safe harbor provision of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from
anticipated results, including the effects of government budgets and
requirements; economic conditions; competitive environment; timing of awards and
contracts; the outcome of contingencies, including litigation and environmental
remediation; and program performance, in addition to other factors not listed.
See in this regard, the Corporation's filings with the SEC. The Corporation does
not undertake any obligation to publicly release any revisions to forward-
looking statements to reflect events or circumstances or changes in expectations
after the date of this news release or the occurrence of anticipated events.