SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Heath Ralph D

(Last)

(First)

(Middle)

6801 ROCKLEDGE DRIVE

(Street)

BETHESDA

20817

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/17/2005

3. Issuer Name and Ticker or Trading Symbol
LOCKHEED MARTIN CORP [ LMT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	15,000⁽³⁾	D
Common Stock	1,314.0275	I	Lockheed Martin Salaried Savings Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	01/31/2003	07/19/2010	Common Stock	15,000	$26.75	D
Employee Stock Option (right to buy)	01/29/2003	01/28/2011	Common Stock	20,000	$35.05	D
Employee Stock Option (right to buy)	01/29/2004	01/28/2012	Common Stock	20,000	$50.4	D
Employee Stock Option (right to buy)	01/28/2004⁽¹⁾	01/27/2013	Common Stock	15,000	$51.1	D
Employee Stock Option (right to buy)	01/29/2005⁽²⁾	01/28/2014	Common Stock	20,000	$49.27	D
Phantom Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	1,151.6896	⁽⁴⁾	I	Lockheed Martin Supplemental Salaried Savings Plan

Explanation of Responses:

1. The options vest over three years, one-third on each of the first, second and third anniversaries of the grant date, beginning on January 28, 2004.

2. The options vest over three years, one-third on each of the first, second and third anniversaries of the grant date, beginning on January 29, 2005.

3. Restricted stock granted on March 31, 2004 pursuant to the Lockheed Martin Corporation 2003 Incentive Performance Award Plan. Shares vest one-third after 3 years from the date of the grant and the remaining two-thirds after 4 years from the date of the grant, or earlier upon certain circumstances (including, retirement upon age 65, termination after a change of control, disability, divestiture or layoff).

4. The phantom stock units convert on a 1 for 1 basis.

5. The information pertains to the phantom stock units acquired under the Lockheed Martin Supplemental Salaried Savings Plan exempt under Section 16(b) and will be settled upon the reporting person's retirement or termination of service.

Remarks:

	David A. Dedman Attorney-in-fact	01/25/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.