SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* HEWSON MARILLYN A (Last) (First) (Middle) 6801 ROCKLEDGE DRIVE (Street) BETHESDA MD 20817 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol LOCKHEED MARTIN CORP [ LMT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 01/13/2012
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	(1)	01/13/2012		J(2)			3,013.1157	(2)	(2)	Common Stock	3,013.1157	(2)	6,994.7947(3)	I	Lockheed Martin LTIP
Phantom Stock Units	(1)							(4)	(4)	Common Stock	958.2026		958.2026(3)	I	LM Supplemental SSP
Phantom Stock Units	(1)							(5)	(5)	Common Stock	2,555.651		2,555.651(3)	I	Lockheed Martin DMICP

Explanation of Responses:

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

2. Settlement in cash of phantom stock units at $80.90 per share, following a two-year mandatory deferral period, pursuant to the Lockheed Martin Long Term Incentive Plan exempt under Section 16(b).

3. End of period holdings include phantom stock units acquired through dividend reinvestment.

4. Phantom stock units previously 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.

5. Phantom stock units previously acquired under the Lockheed Martin Deferred Management Incentive Compensation Plan exempt under Section 16(b) which will be settled in stock upon the reporting person's retirement or termination of service.

Remarks:

poafin.txt

	Marillyn A. Hewson, by David A. Dedman, Attorney-in-Fact	01/18/2012
	** 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 4 (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.

Exhibit 24 -
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION

	The undersigned hereby constitutes and appoints Maryanne
R. Lavan, Marian S. Block, David A. Dedman, and Matthew c. Dow and each
of them, jointly and severally, his or her lawful attorney-
in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities to execute and
file, or cause to be filed, with exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission any and all reports or forms (including but
not limited for Forms 3, 4 or  5,  Form 144 or Form ID) and
any supplements or amendments thereto as are required to be
filed by the undersigned pursuant to Section 16 of the
Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder, and Rule 144 of the
Securities Act of 1933,  with respect to the equity
securities of Lockheed Martin Corporation, granting unto
said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act
and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or his
substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.



February 24, 2011	/s/ Marillyn A. Hewson
			Marillyn A. Hewson