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) – June 1, 2007

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

Lockheed Martin Corporation issued a press release on June 1, 2007 announcing that that the conversion rate for its $1 billion principal amount of outstanding Floating Rate Convertible Senior Debentures due 2033 will be adjusted from 13.4920 shares of common stock to 13.6528 shares of common stock for each $1,000 original principal amount of debentures. The resulting conversion price for the debentures will be $73.25. The adjustment will be effective immediately prior to the opening of business on June 4, 2007. A copy of the press release is attached as Exhibit 99 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

Exhibit No.	Description
99	Lockheed Martin Corporation Press Release dated June 1, 2007.

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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/ David A. Dedman

David A. Dedman

Vice President and Associate General Counsel

June 1, 2007

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EX-99

Exhibit 99

Information

LOCKHEED MARTIN CORPORATION ANNOUNCES ADJUSTMENT TO CONVERSION

RATE FOR ITS OUTSTANDING FLOATING RATE CONVERTIBLE DEBENTURES

BETHESDA, Maryland, June 1, 2007 – Lockheed Martin Corporation (NYSE: LMT) today announced that the conversion rate for its $1 billion principal amount of outstanding Floating Rate Convertible Senior Debentures due 2033 will be adjusted from 13.4920 shares of common stock to 13.6528 shares of common stock for each $1,000 original principal amount of debentures. The resulting conversion price for the debentures will be $73.25. The adjustment will be effective immediately prior to the opening of business on June 4, 2007. The cumulative adjustment is required, in accordance with the terms of the indenture governing the debentures, as a result of Lockheed Martin’s declaration of dividends in excess of the quarterly dividend threshold amount of $.12 per share specified in the indenture.

Headquartered in Bethesda, Md., Lockheed Martin employs about 140,000 people worldwide and is principally engaged in the research, design, development, manufacture, integration and sustainment of advanced technology systems, products and services.

MEDIA CONTACT:	Jeff Adams, 301/897-6308
INVESTOR RELATIONS CONTACT:	Jerry Kircher, 301/897-6584 or
	Shamala Littlefield, 301/897-6455