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) – August 6, 2003

LOCKHEED MARTIN CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	1-11437	52-1893632
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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

On August 6, 2003, Lockheed Martin issued a press release announcing an offering of convertible debentures. A copy of the press release is attached as Exhibit No. 99.1 to this report and is incorporated herein by reference.

On August 6, 2003, Lockheed Martin issued a press release announcing tender offers for up to $1.15 billion of its outstanding debt. A copy of the press release is attached as Exhibit 99.2 to this report and is incorporated herein by reference.

On August 8, 2003, Lockheed Martin issued a press release announcing an agreement to sell $850 million of convertible debentures due 2033. A copy of the press release is attached as Exhibit 99.3 to this report and is incorporated herein by reference.

Item 7.    Financial Statements and Exhibits

Exhibit No.	Description
99.1	Lockheed Martin Corporation Press Release dated August 6, 2003 (convertible debentures offering).
99.2	Lockheed Martin Corporation Press Release dated August 6, 2003 (debt tender offer).
99.3	Lockheed Martin Corporation Press Release dated August 8, 2003 (pricing of convertible debentures).

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

/s/    Rajeev Bhalla        

Rajeev Bhalla

Vice President and Controller

August 7, 2003

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Lockheed Martin Corporation Press Release dated August 6, 2003 (convertible debentures offering).
99.2	Lockheed Martin Corporation Press Release dated August 6, 2003 (debt tender offer).
99.3	Lockheed Martin Corporation Press Release dated August 8, 2003 (pricing of convertible debentures).

EX-99.1

                                                                    Exhibit 99.1

Information

                      LOCKHEED MARTIN CORPORATION ANNOUNCES
                       OFFERING OF CONVERTIBLE DEBENTURES

     BETHESDA, Md., August 6, 2003 -- Lockheed Martin Corporation (NYSE: LMT)
announced today that it intends to offer up to $850 million of floating rate
convertible debentures through an offering to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933.

     The debentures are expected to have a term of 30 years and would be
convertible into shares of Lockheed Martin common stock if certain conditions
are met (and the company elects not to settle such conversion with cash), at a
price to be determined by negotiations between Lockheed Martin and the initial
purchasers of the debentures. The terms of the offering are expected to include
an option exercisable by the initial purchasers to purchase up to an additional
$150 million in aggregate principal amount of debentures.

     This press release does not constitute an offer to sell or the solicitation
of an offer to buy securities. The offering is being made within the United
States only to qualified institutional buyers. The debentures being offered have
not been registered under the Securities Act of 1933 or state securities laws
and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements.

     Headquartered in Bethesda, Md., Lockheed Martin employs about 125,000
people worldwide and is principally engaged in the research, design,
development, manufacture and integration of advanced technology systems,
products and services.

NOTE: The statements in this press release that are not historical statements,
including statements regarding future financial performance, are considered
forward-looking statements within the meaning of the federal securities laws.
These statements are subject to risks, uncertainties and other factors, many of
which are beyond the Corporation's control, which could cause the Corporation's
actual performance to be materially different from those expressed or implied by
the statements. The Corporation expressly disclaims a duty to provide updates to
forward-looking statements, and the estimates and assumptions associated with
them, after the date of this press release to reflect the occurrence of
subsequent events, changed circumstances or changes in the Corporation's
expectations.

In addition to the factors set forth in the Corporation's 2002 Form 10-K and
first quarter 2003 Form 10-Q filed with the Securities and Exchange Commission
(www.sec.gov), the following factors could affect the Corporation's
forward-looking statements: the ability to obtain or the timing of obtaining
future government awards; the availability of government funding and



customer requirements both domestically and internationally; changes in
government or customer priorities due to program reviews or revisions to
strategic objectives (including changes in priorities in response to terrorist
threats or to improve homeland security); difficulties in developing and
producing operationally advanced technology systems; the level of returns on
pension and retirement plan assets; charges from any future SFAS 142 review; the
competitive environment; economic business and political conditions domestically
and internationally; program performance; the timing and customer acceptance of
product deliveries; performance issues with key suppliers and subcontractors;
the Corporation's ability to achieve or realize savings for its customers or
itself through its global cost-cutting program and other financial management
programs; and the outcome of contingencies (including completion of any
acquisitions and divestitures, litigation and environmental remediation
efforts). These are only some of the numerous factors that may affect the
forward-looking statements contained in this press release.

                                      # # #

Investor
Contact:  James Ryan, (301) 897-6584, james.r.ryan@lmco.com
                                      ---------------------
          Randa Middleton, 301-897-6455; e-mail, randa.c.middleton@lmco.com
                                                 --------------------------
Media
Contact:  Meghan Mariman, 301-897-6195; email, meghan.mariman@lmco.com
                                               -----------------------

        For additional information on Lockheed Martin Corporation, visit:
                          http://www.lockheedmartin.com
                          -----------------------------

EX-99.2

                                                                    Exhibit 99.2


Information

               LOCKHEED MARTIN CORPORATION ANNOUNCES TENDER OFFERS
                 FOR UP TO $1.15 BILLION OF ITS OUTSTANDING DEBT

     BETHESDA, Md., August 6, 2003 -- Lockheed Martin Corporation (NYSE: LMT)
announced today that it intends to offer to purchase for cash up to $1.15
billion in principal amount of two of its outstanding debt issues. The offer is
for any and all of the outstanding 7.25% Notes due 2006, originally issued by
Lockheed Martin Corporation (the "7.25% Notes"), and the outstanding 8.375%
Debentures due 2024, originally issued by Loral Corporation (the "8.375%
Debentures"), collectively the "Securities".

     Each tender offer will commence on Thursday, August 7, 2003, and expire at
5:00 p.m., New York City time, on Thursday, August 14, 2003, unless extended or
earlier terminated. Holders of the Securities wishing to tender may do so at
anytime between 9:00 a.m. and 5:00 p.m., New York City time, on any New York
Stock Exchange trading day during the period in which the offers are open. A
tender of Securities pursuant to the offers becomes irrevocable by the tendering
holder at the time of tender, and there are no withdrawal rights with respect to
the offers. Each offer is independent of the other offer and may be amended,
extended or terminated independently of the other offers. The offers are not
contingent upon the tender of any minimum principal amount of Securities.
Lockheed Martin reserves the right to terminate, withdraw or amend each of the
offers at any time and from time to time, subject to applicable law.

     The table below illustrates how the purchase price for each $1,000
principal amount of each Security tendered pursuant to the applicable offer will
be determined. The purchase price will be determined in the manner described in
the Offer to Purchase by reference to the applicable fixed spread over the yield
to maturity on the Referenced Security listed below at the time of tender, plus
an amount equal to any accrued and unpaid interest to but excluding the date of
payment of the purchase price.




                  Aggregate
                  Principal                             U.S. Treasury   Bloomberg
                    Amount      Series of   Maturity      Reference     Reference   Fixed     Dealer
CUSIP Number    Outstanding   Securities      Date        Security       Source     Spread    Manager
- ------------    -----------   ----------      ----        --------       ------     ------    -------
                                                                         
539830 AC 3      $750,000,000     7.25%      5/15/06     2.000% U.S.       PX5      30 bps    JPMorgan
                                  Notes                 Treasury Note
                                                         due May 2006

543859 AK 8      $400,000,000    8.375%      6/15/24     5.375% U.S.       PX8      95 bps    Goldman,
                               Debentures               Treasury Bond                         Sachs
                                                         due February
                                                             2031




     The tender offers are made upon the terms and subject to the conditions set
forth in the Offer to Purchase dated August 7, 2003. J.P. Morgan Securities Inc.
and Goldman, Sachs & Co. will serve as Dealer Managers for the tender offers.
Settlement of the tender offers will occur on the third New York City business
day following the date of tender of the applicable Securities. The 7.25% Notes,
shall be repurchased only through J.P. Morgan Securities, Inc. The 8.375%
Debentures shall be repurchased only through Goldman, Sachs & Co.

     Questions concerning the terms of the tender offers may be directed to J.P.
Morgan Securities Inc. at (866) 834-4666 or Goldman, Sachs & Co at (800)
828-3182. Questions concerning the procedures for tendering Securities or
requests for the Offer to Purchase documents may be directed to Morrow & Co.,
Inc., the Information Agent, at 800-654-2468 or 212-754-8000.

     Headquartered in Bethesda, Md., Lockheed Martin employs about 125,000
people worldwide and is principally engaged in the research, design,
development, manufacture and integration of advanced technology systems,
products and services. The corporation reported 2002 sales of $26.6 billion.

NOTE: The statements in this press release that are not historical statements,
including statements regarding future financial performance, are considered
forward-looking statements within the meaning of the federal securities laws.
These statements are subject to risks, uncertainties and other factors, many of
which are beyond the Corporation's control, which could cause the Corporation's
actual performance to be materially different from those expressed or implied by
the statements. The Corporation expressly disclaims a duty to provide updates to
forward-looking statements, and the estimates and assumptions associated with
them, after the date of this press release to reflect the occurrence of
subsequent events, changed circumstances or changes in the Corporation's
expectations.

In addition to the factors set forth in the Corporation's 2002 Form 10-K and
first quarter 2003 Form 10-Q filed with the Securities and Exchange Commission
(www.sec.gov), the following factors could affect the Corporation's
forward-looking statements: the ability to obtain or the



timing of obtaining future government awards; the availability of government
funding and customer requirements both domestically and internationally; changes
in government or customer priorities due to program reviews or revisions to
strategic objectives (including changes in priorities in response to terrorist
threats or to improve homeland security); difficulties in developing and
producing operationally advanced technology systems; the level of returns on
pension and retirement plan assets; charges from any future SFAS 142 review; the
competitive environment; economic business and political conditions domestically
and internationally; program performance; the timing and customer acceptance of
product deliveries; performance issues with key suppliers and subcontractors;
the Corporation's ability to achieve or realize savings for its customers or
itself through its global cost-cutting program and other financial management
programs; and the outcome of contingencies (including completion of any
acquisitions and divestitures, litigation and environmental remediation
efforts). These are only some of the numerous factors that may affect the
forward-looking statements contained in this press release.


                                      # # #



Investor Contact:
               James Ryan, (301) 897-6584, james.r.ryan@lmco.com
                                           ---------------------
               Randa Middleton, 301-897-6455; e-mail, randa.c.middleton@lmco.com
                                                      --------------------------
Media Contact:
               Meghan Mariman, 301-897-6195; email, meghan.mariman@lmco.com
                                                    -----------------------


        For additional information on Lockheed Martin Corporation, visit:
                          http://www.lockheedmartin.com
                          -----------------------------

EX-99.3

                                                                    Exhibit 99.3

Information

                       LOCKHEED MARTIN CORPORATION PRICES
                 $850 MILLION OF CONVERTIBLE DEBENTURES DUE 2033

BETHESDA, Md., August 8, 2003 -- Lockheed Martin Corporation (NYSE: LMT) today
announced an agreement, subject to standard closing conditions, for the sale of
$850 million aggregate principal amount of its floating rate convertible
debentures due 2033. Lockheed Martin intends to use the net proceeds for general
corporate purposes, which may include debt reduction, working capital, capital
expenditures or acquisitions.

The debentures will bear interest at a floating rate equal to 3-month LIBOR
minus 0.25%, payable in cash, quarterly in arrears, commencing November 15, 2003
until August 15, 2008. After August 15, 2008, Lockheed Martin will not pay
regular interest on the debentures. Instead, the principal amount of the
debentures will accrete at a rate equal to 3-month LIBOR minus 0.25%. In
addition, the Corporation will pay contingent interest from and after August 15,
2008 under certain circumstances.

The holders have the right to convert the debentures into Lockheed Martin common
stock if (i) prior to August 15, 2028, during any quarter in which the last
reported sale price of common stock is greater than or equal to 130% of the
applicable conversion price for a specified period ending on the last trading
day of the previous calendar quarter, (ii) after August 15, 2028, the last
reported sale price of common stock is greater than or equal to 130% of the
applicable conversion price on any day, (iii) the trading price per debenture
falls below 98% of the product of the last reported sale price of common stock
and the applicable conversion rate for a period of five consecutive trading
days, (iv) the debentures are called for redemption, (v) the Corporation takes
certain actions, or (vi) Standard & Poor's and Moody's assign credit ratings
below Ba1 or BB+ , respectively, or both ratings are withdrawn. The initial
conversion price is $75.79 per share. The initial conversion rate is 13.1939
shares per $1,000 principal amount and is subject to adjustment. Upon
conversion, Lockheed Martin has the right to deliver shares of common stock,
cash or a combination.

Lockheed Martin may not redeem the debentures prior to August 15, 2008.
Thereafter, the debentures may be redeemed for cash at their accreted principal
amount plus any accrued and unpaid interest. In addition, holders have the right
to require the purchase of their debentures for cash at the accreted principal
amount plus any accrued and unpaid interest on August 15, 2008, 2013, 2018, 2030
or 2028, and upon certain events.

The initial purchasers will have an option to purchase, within 13 days of
closing, an additional $150 million of the debentures.



This press release does not constitute an offer to sell or the solicitation of
an offer to buy securities. The debentures were offered only to qualified
institutional buyers pursuant to Rule 144A. The debentures have not been
registered under the Securities Act of 1933, or state securities laws and may
not be offered or sold in the U.S. absent registration or an applicable
exemption from the registration requirements.

Headquartered in Bethesda, Md., Lockheed Martin employs about 125,000 people
worldwide and is principally engaged in the research, design, development,
manufacture and integration of advanced technology systems, products and
services.

NOTE: The statements in this press release that are not historical statements,
including statements regarding Lockheed Martin's agreement to sell debentures
and expectations about the use of funds, are considered forward-looking
statements under federal securities laws. These statements are subject to risks,
uncertainties and other factors, which could cause actual performance to be
materially different from those expressed or implied by the statements. Please
see the Corporation's 2002 Form 10-K and first and second quarter 2003 Form 10-Q
filed with the SEC (www.sec.gov) for a description of possible factors that may
                    -----------
affect these statements. These are only some of the numerous factors that may
affect the forward-looking statements contained in this press release. Lockheed
Martin expressly disclaims a duty to provide updates to forward-looking
statements to reflect the occurrence of subsequent events or changed
circumstances.

                                       ###

Investor Contact:
               James Ryan, (301) 897-6584, james.r.ryan@lmco.com
                                           ---------------------
               Randa Middleton, 301-897-6455; e-mail, randa.c.middleton@lmco.com
                                                      --------------------------
Media Contact:
               Meghan Mariman, 301-897-6195; email, meghan.mariman@lmco.com
                                                    -----------------------

        For additional information on Lockheed Martin Corporation, visit:
                          http://www.lockheedmartin.com
                          -----------------------------