SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                               

                                SCHEDULE 14D-1
                              (Final Amendment)

                            TENDER OFFER STATEMENT
                     PURSUANT TO SECTION 14(d)(1) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
                                               
                              LORAL CORPORATION
                          (Name of Subject Company)

                        LOCKHEED MARTIN CORPORATION
                        LAC ACQUISITION CORPORATION
                                  (Bidders)

                   Common Stock, par value $0.25 per share
                       (Title of Class of Securities)

                                 543859 10 2
                    (CUSIP number of Class of Securities)

                           Frank H. Menaker, Jr., Esq.
                           Lockheed Martin Corporation
                               6801 Rockledge Drive
                             Bethesda, Maryland  20817
                                  (301) 897-6000
            (Name, address and telephone number of person
           authorized to receive notice and communications on
               behalf of the person(s) filing statement)

                                With a copy to:

                             Peter Allan Atkins, Esq.
                                 Lou R. Kling, Esq.
                        Skadden, Arps, Slate, Meagher & Flom
                                 919 Third Avenue
                           New York, New York 10022
                                (212) 735-3000


                                                              SCHEDULE 14D-1

          CUSIP No. 543859 10 2                     14D-1
          _________________________________________________________________
          (1)  NAMES OF REPORTING PERSONS
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
               
               LOCKHEED MARTIN CORPORATION        52-1893632
          _________________________________________________________________
          (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
                                                                (a)  ( )
                                                                (b)  ( )
          _________________________________________________________________
          (3)  SEC USE ONLY

          _________________________________________________________________
          (4)  SOURCE OF FUNDS:                                  BK,OO
               
          _________________________________________________________________
          (5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEMS 2(e) or 2(f)                    (  )

          __________________________________________________________________
          (6)  CITIZENSHIP OR PLACE OF ORGANIZATION:             MARYLAND
               
          _________________________________________________________________
          (7) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
                                                                 176,162,588
          _________________________________________________________________
          (8) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
              SHARES                                             (  )

          _________________________________________________________________
          (9) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7): 100%
               
          _________________________________________________________________
          (10) TYPE OF REPORTING PERSON:                         HC
               
          _________________________________________________________________


                                                              SCHEDULE 14D-1

          CUSIP No. 543859 10 2          14D-1
          _________________________________________________________________
          (1)  NAMES OF REPORTING PERSONS
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
               
               LAC ACQUISITION CORPORATION             13-3866371
         _________________________________________________________________
          (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
                                                                (a)  ( )
                                                                (b)  ( )
          _________________________________________________________________
          (3)  SEC USE ONLY

          _________________________________________________________________
          (4)  SOURCE OF FUNDS:                                  AF
           
          _________________________________________________________________
          (5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEMS 2(e) or 2(f)                    (  )

          __________________________________________________________________
          (6)  CITIZENSHIP OR PLACE OF ORGANIZATION:             NEW YORK
               
          _________________________________________________________________
          (7) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
                                                                 176,162,588
          _________________________________________________________________
          (8) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
              SHARES                                             (  )

          _________________________________________________________________
          (9) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7): 100%
               
          _________________________________________________________________
          (10) TYPE OF REPORTING PERSON:                         CO
               
          _________________________________________________________________


               This Final Amendment amends and supplements the
          Tender Offer Statement on Schedule 14D-1 (as amended from
          time to time, the "Schedule 14D-1") of LAC Acquisition
          Corporation, a New York corporation (the "Purchaser") and
          a wholly-owned subsidiary of Lockheed Martin Corporation,
          a Maryland corporation ("Lockheed Martin"), filed on
          January 12, 1996 with the Securities and Exchange
          Commission (the "Commission") in respect of the tender
          offer (the "Offer") by the Purchaser for all of the
          outstanding shares of Common Stock (the "Shares"), par 
          value $0.25 per share, of Loral Corporation (the "Company" 
          or "Loral").  The Offer was made pursuant to an Agreement 
          and Plan of Merger dated as of January 7, 1995 by and among 
          the Company, Purchaser and Lockheed Martin.  All capitalized
          terms set forth herein which are not otherwise defined
          herein shall have the same meanings as ascribed thereto
          in the Offer to Purchase, dated January 12, 1996 (which
          is attached as Exhibit (a)(9) to the Schedule 14D-1 (the
          "Offer to Purchase")).  In connection with the foregoing,
          the Purchaser and Lockheed Martin are hereby amending and
          supplementing the Schedule 14D-1 as follows:

          Item 5.   PURPOSE OF TENDER OFFER AND PLANS OR PROPOSALS
                    OF THE BIDDER 

                    Items 5(a) and 5(e) are hereby amended and
          supplemented as set forth in Item 6 below.

                    Items 5(a) and 5(e) are hereby further amended
          and supplemented by the addition of the following
          paragraph thereto:

                    "New York Stock Exchange.  The New York Stock
               Exchange, Inc. ("NYSE") advised Lockheed Martin that
               trading in the Shares on the NYSE was suspended
               before the opening on April 30, 1996."

          Item 6.   INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY

                    Item 6 is hereby amended and supplemented by
          the addition of the following paragraphs thereto:

                    "The Offer.  The Offer expired at Midnight, New
               York City time, on April 22, 1996.  Based on the
               final information provided by the Depositary, a
               total of 166,529,814 Shares (or approximately 95%)
               were validly tendered and not withdrawn pursuant to
               the Offer, including 13,738,017 Shares tendered
               pursuant to notices of guaranteed delivery.  The
               Purchaser has accepted for payment all such Shares
               at a purchase price of $38.00 per Share in cash. 
               Through April 29, 1996 166,449,231 Shares had been
               purchased by the Purchaser pursuant to the Offer."

                    "The Merger.  On April 29, 1996 a merger of the
               Purchaser with and into the Company (the "Merger")
               pursuant to Section 905 of the New York Business
               Corporation Law (the "NYBCL") became effective.  The
               Company was the Surviving Corporation in the Merger
               and was renamed Lockheed Martin Tactical Systems,
               Inc.  The Merger was the second and final step in
               the acquisition of the Company pursuant to the
               Agreement and Plan of Merger dated as of January 7,
               1996 (the "Merger Agreement"), among the Company,
               Lockheed Martin and the Purchaser.  The first step
               was the Offer described above.  Under the Merger
               Agreement, each Share outstanding immediately prior
               to the Effective Time was converted solely into the
               right to receive the merger consideration of $38.00
               per Share in cash.  As a result of the Merger, the
               Company became a wholly owned subsidiary of Lockheed
               Martin."


                                  SIGNATURE

                    After reasonable inquiry and to the best of my
          knowledge and belief, I certify that the information set
          forth in this statement is true, complete and correct.

                                   LOCKHEED MARTIN TACTICAL SYSTEMS, INC.
                                   (as successor corporation to LAC 
                                     Acquisition Corporation)

                                   By:/s/    STEPHEN M. PIPER   
                                      Name:  Stephen M. Piper
                                      Title: Assistant Secretary

          Dated: April 30, 1996


                                  SIGNATURE

                    After reasonable inquiry and to the best of my
          knowledge and belief, I certify that the information set
          forth in this statement is true, complete and correct.

                                   LOCKHEED MARTIN CORPORATION

                                   By:/s/    STEPHEN M. PIPER   
                                      Name:  Stephen M. Piper
                                      Title: Assistant Secretary

          Dated: April 30, 1996