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As filed with the Securities and Exchange Commission on May 2, 1996 Registration No. 33-49327 ============================================================================= SECURITIES AND EXCHANGE COMMISSION _______________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________ LOCKHEED MARTIN CORPORATION* (Exact name of registrant as specified in its charter) Maryland 52-1893632 (State or other jurisdiction (I.R.S. Employee Identification No.) of incorporation or organization) _______________ 6801 Rockledge Drive Bethesda, Maryland 20817 (301) 897-6000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Frank H. Menaker, Jr. Vice President and General Counsel Lockheed Martin Corporation 6801 Rockledge Drive Bethesda, Maryland 20817 (301) 897-6000 (Name, address, including zip code, and telephone number, including area code, of agent for service) _______________ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box: [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ============================================================================= *Successor to Lockheed Corporation [END OF REGISTRATION STATEMENT COVER PAGE] EXPLANATORY STATEMENT --------------------- On January 28, 1996, Lockheed Martin Corporation (the "Corporation") consummated an internal reorganization pursuant to which its wholly owned subsidiaries, Martin Marietta Technologies, Inc., Martin Marietta Corporation, Lockheed Sanders Corporation, Lockheed Missiles and Space Company, Inc. and Lockheed Corporation, were merged in a series of transactions into the Corporation. As a result, the businesses previously conducted by those former subsidiaries and the Corporation are now conducted by the Corporation. On February 8, 1993, Lockheed Corporation filed a Registration Statement on Form S- 3 (Reg. No. 33-49327) (the "Registration Statement") registering Lockheed Corporation debt securities with an initial offering price of $2,000,000,000 in the aggregate (the "Debt Securities"). Of the total aggregate amount of Debt Securities so registered, Debt Securities with an aggregate initial offering price of $1,537,500,000 have been issued as of the date of this Post-Effective Amendment. This Post-Effective Amendment to Form S-3 removes from registration the remaining Debt Securities issuable pursuant to the Registration Statement. ITEM 16. EXHIBITS. 24 Powers of Attorney SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bethesda, State of Maryland, the 2nd day of May 1996. LOCKHEED MARTIN CORPORATION By: /s/ Frank H. Menaker, Jr. ________________________________ Frank H. Menaker, Jr. Vice President and General Counsel Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. * Chief Executive May 2, 1996 - ------------------------- Officer (Principal Norman R. Augustine Executive Officer) * Senior Vice President May 2, 1996 - ------------------------- and Chief Financial Marcus C. Bennett Officer (Principal Financial Officer) * Vice President and May 2, 1996 - ------------------------- Controller Robert E. Rulon (Principal Accounting Officer) The registration statement also has been signed on the date indicated by the following directors, who constitute a majority of the Board of Directors: Norman R. Augustine* Vincent N. Marafino* Marcus B. Bennett* Eugene F. Murphy* Lynne V. Cheney* Allen E. Murray* Vance D. Coffman* Frank Savage* Houston K. Flournoy* Daniel M. Tellep** Edward E. Hood, Jr.* Carlisle A.H. Trost* Caleb B. Hurtt* James R. Ukropina* Gwendolyn S. King* Douglas C. Yearley* *By: /s/ Stephen M. Piper _________________________ May 2, 1996 Stephen M. Piper (As Attorney-in-fact) EXHIBIT INDEX 24 Powers of Attorney
Exhibit 24 POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION (as successor by merger to each of Martin Marietta Corporation and Lockheed Corporation) The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, 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, including, but not limited to, that listed below, to prepare, execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission"), under the Securities Act of 1933, as amended, (the "Securities Act") of a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33-59466-01), filed by Martin Marietta Corporation and a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33- 49327), filed by Lockheed Corporation (collectively, the "Post-Effective Amendments"), for the purpose of removing from registration those securities not issued thereunder, and all matters required by the Commission in connection with the Post-Effective Amendments under the Securities Act, 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 attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ NORMAN R. AUGUSTINE April 25, 1996 - ----------------------- Norman R. Augustine President, Chief Executive Officer and Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION (as successor by merger to each of Martin Marietta Corporation and Lockheed Corporation) The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, 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, including, but not limited to, that listed below, to prepare, execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission"), under the Securities Act of 1933, as amended, (the "Securities Act") of a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33-59466-01), filed by Martin Marietta Corporation and a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33- 49327), filed by Lockheed Corporation (collectively, the "Post-Effective Amendments"), for the purpose of removing from registration those securities not issued thereunder, and all matters required by the Commission in connection with the Post-Effective Amendments under the Securities Act, 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 attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ MARCUS C. BENNETT April 25, 1996 - --------------------- Marcus C. Bennett Senior Vice President, Chief Financial Officer and Director (Principal Financial Officer) POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION (as successor by merger to each of Martin Marietta Corporation and Lockheed Corporation) The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, 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, including, but not limited to, that listed below, to prepare, execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission"), under the Securities Act of 1933, as amended, (the "Securities Act") of a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33-59466-01), filed by Martin Marietta Corporation and a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33- 49327), filed by Lockheed Corporation (collectively, the "Post-Effective Amendments"), for the purpose of removing from registration those securities not issued thereunder, and all matters required by the Commission in connection with the Post-Effective Amendments under the Securities Act, 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 attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ ROBERT E. RULON April 25, 1996 - ------------------- Robert E. Rulon Vice President and Controller (Principal Accounting Officer) POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION (as successor by merger to each of Martin Marietta Corporation and Lockheed Corporation) The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, 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, including, but not limited to, that listed below, to prepare, execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission"), under the Securities Act of 1933, as amended, (the "Securities Act") of a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33-59466-01), filed by Martin Marietta Corporation and a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33- 49327), filed by Lockheed Corporation (collectively, the "Post-Effective Amendments"), for the purpose of removing from registration those securities not issued thereunder, and all matters required by the Commission in connection with the Post-Effective Amendments under the Securities Act, 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 attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ LYNNE V. CHENEY April 25, 1996 - ------------------- Lynne V. Cheney Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION (as successor by merger to each of Martin Marietta Corporation and Lockheed Corporation) The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, 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, including, but not limited to, that listed below, to prepare, execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission"), under the Securities Act of 1933, as amended, (the "Securities Act") of a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33-59466-01), filed by Martin Marietta Corporation and a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33- 49327), filed by Lockheed Corporation (collectively, the "Post-Effective Amendments"), for the purpose of removing from registration those securities not issued thereunder, and all matters required by the Commission in connection with the Post-Effective Amendments under the Securities Act, 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 attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ VANCE D. COFFMAN April 25, 1996 - -------------------- Vance D. Coffman Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION (as successor by merger to each of Martin Marietta Corporation and Lockheed Corporation) The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, 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, including, but not limited to, that listed below, to prepare, execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission"), under the Securities Act of 1933, as amended, (the "Securities Act") of a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33-59466-01), filed by Martin Marietta Corporation and a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33- 49327), filed by Lockheed Corporation (collectively, the "Post-Effective Amendments"), for the purpose of removing from registration those securities not issued thereunder, and all matters required by the Commission in connection with the Post-Effective Amendments under the Securities Act, 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 attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/HOUSTON K. FLOURNOY April 25, 1996 - ---------------------- Houston K. Flournoy Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION (as successor by merger to each of Martin Marietta Corporation and Lockheed Corporation) The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, 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, including, but not limited to, that listed below, to prepare, execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission"), under the Securities Act of 1933, as amended, (the "Securities Act") of a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33-59466-01), filed by Martin Marietta Corporation and a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33- 49327), filed by Lockheed Corporation (collectively, the "Post-Effective Amendments"), for the purpose of removing from registration those securities not issued thereunder, and all matters required by the Commission in connection with the Post-Effective Amendments under the Securities Act, 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 attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ CALEB B. HURTT April 25, 1996 - ------------------ Caleb B. Hurtt Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION (as successor by merger to each of Martin Marietta Corporation and Lockheed Corporation) The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, 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, including, but not limited to, that listed below, to prepare, execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission"), under the Securities Act of 1933, as amended, (the "Securities Act") of a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33-59466-01), filed by Martin Marietta Corporation and a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33- 49327), filed by Lockheed Corporation (collectively, the "Post-Effective Amendments"), for the purpose of removing from registration those securities not issued thereunder, and all matters required by the Commission in connection with the Post-Effective Amendments under the Securities Act, 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 attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ GWENDOLYN S. KING April 25, 1996 - --------------------- Gwendolyn S. King Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION (as successor by merger to each of Martin Marietta Corporation and Lockheed Corporation) The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, 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, including, but not limited to, that listed below, to prepare, execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission"), under the Securities Act of 1933, as amended, (the "Securities Act") of a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33-59466-01), filed by Martin Marietta Corporation and a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33- 49327), filed by Lockheed Corporation (collectively, the "Post-Effective Amendments"), for the purpose of removing from registration those securities not issued thereunder, and all matters required by the Commission in connection with the Post-Effective Amendments under the Securities Act, 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 attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ VINCENT N. MARAFINO April 25, 1996 - ----------------------- Vincent N. Marafino Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION (as successor by merger to each of Martin Marietta Corporation and Lockheed Corporation) The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, 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, including, but not limited to, that listed below, to prepare, execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission"), under the Securities Act of 1933, as amended, (the "Securities Act") of a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33-59466-01), filed by Martin Marietta Corporation and a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33- 49327), filed by Lockheed Corporation (collectively, the "Post-Effective Amendments"), for the purpose of removing from registration those securities not issued thereunder, and all matters required by the Commission in connection with the Post-Effective Amendments under the Securities Act, 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 attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ EUGENE F. MURPHY April 25, 1996 - -------------------- Eugene F. Murphy Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION (as successor by merger to each of Martin Marietta Corporation and Lockheed Corporation) The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, 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, including, but not limited to, that listed below, to prepare, execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission"), under the Securities Act of 1933, as amended, (the "Securities Act") of a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33-59466-01), filed by Martin Marietta Corporation and a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33- 49327), filed by Lockheed Corporation (collectively, the "Post-Effective Amendments"), for the purpose of removing from registration those securities not issued thereunder, and all matters required by the Commission in connection with the Post-Effective Amendments under the Securities Act, 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 attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ ALLEN E. MURRAY April 25, 1996 - ------------------- Allen E. Murray Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION (as successor by merger to each of Martin Marietta Corporation and Lockheed Corporation) The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, 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, including, but not limited to, that listed below, to prepare, execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission"), under the Securities Act of 1933, as amended, (the "Securities Act") of a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33-59466-01), filed by Martin Marietta Corporation and a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33- 49327), filed by Lockheed Corporation (collectively, the "Post-Effective Amendments"), for the purpose of removing from registration those securities not issued thereunder, and all matters required by the Commission in connection with the Post-Effective Amendments under the Securities Act, 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 attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ FRANK SAVAGE April 25, 1996 - ---------------- Frank Savage Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION (as successor by merger to each of Martin Marietta Corporation and Lockheed Corporation) The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, 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, including, but not limited to, that listed below, to prepare, execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission"), under the Securities Act of 1933, as amended, (the "Securities Act") of a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33-59466-01), filed by Martin Marietta Corporation and a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33- 49327), filed by Lockheed Corporation (collectively, the "Post-Effective Amendments"), for the purpose of removing from registration those securities not issued thereunder, and all matters required by the Commission in connection with the Post-Effective Amendments under the Securities Act, 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 attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ DANIEL M. TELLEP April 25, 1996 - -------------------- Daniel M. Tellep Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION (as successor by merger to each of Martin Marietta Corporation and Lockheed Corporation) The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, 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, including, but not limited to, that listed below, to prepare, execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission"), under the Securities Act of 1933, as amended, (the "Securities Act") of a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33-59466-01), filed by Martin Marietta Corporation and a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33- 49327), filed by Lockheed Corporation (collectively, the "Post-Effective Amendments"), for the purpose of removing from registration those securities not issued thereunder, and all matters required by the Commission in connection with the Post-Effective Amendments under the Securities Act, 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 attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ EDWARD E. HOOD, JR. April 25, 1996 - ----------------------- Edward E. Hood, Jr. Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION (as successor by merger to each of Martin Marietta Corporation and Lockheed Corporation) The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, 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, including, but not limited to, that listed below, to prepare, execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission"), under the Securities Act of 1933, as amended, (the "Securities Act") of a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33-59466-01), filed by Martin Marietta Corporation and a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33- 49327), filed by Lockheed Corporation (collectively, the "Post-Effective Amendments"), for the purpose of removing from registration those securities not issued thereunder, and all matters required by the Commission in connection with the Post-Effective Amendments under the Securities Act, 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 attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ CARLISLE A.H. TROST April 25, 1996 - ----------------------- Carlisle A.H. Trost Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION (as successor by merger to each of Martin Marietta Corporation and Lockheed Corporation) The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, 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, including, but not limited to, that listed below, to prepare, execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission"), under the Securities Act of 1933, as amended, (the "Securities Act") of a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33-59466-01), filed by Martin Marietta Corporation and a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33- 49327), filed by Lockheed Corporation (collectively, the "Post-Effective Amendments"), for the purpose of removing from registration those securities not issued thereunder, and all matters required by the Commission in connection with the Post-Effective Amendments under the Securities Act, 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 attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ JAMES R. UKROPINA April 25, 1996 - --------------------- James R. Ukropina Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION (as successor by merger to each of Martin Marietta Corporation and Lockheed Corporation) The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, 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, including, but not limited to, that listed below, to prepare, execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission"), under the Securities Act of 1933, as amended, (the "Securities Act") of a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33-59466-01), filed by Martin Marietta Corporation and a Post-Effective Amendment to Registration Statement on Form S-3 (Reg. No. 33- 49327), filed by Lockheed Corporation (collectively, the "Post-Effective Amendments"), for the purpose of removing from registration those securities not issued thereunder, and all matters required by the Commission in connection with the Post-Effective Amendments under the Securities Act, 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 attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ DOUGLAS C. YEARLEY April 25, 1996 - ---------------------- Douglas C. Yearley Director