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* Sloane Stanton D (Last) (First) (Middle) 6801 ROCKLEDGE DRIVE (Street) BETHESDA MD 20817 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/01/2004	3. Issuer Name and Ticker or Trading Symbol LOCKHEED MARTIN CORP [ LMT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X 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	3,138.819	I	Lockheed Martin Salaried Savings Plan
Common Stock	15,000(6)	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	01/29/2004	01/28/2012	Common Stock	17,000	50.4	D
Employee Stock Option (Right to Buy)	01/28/2004(1)	01/27/2013	Common Stock	20,000	51.1	D
Employee Stock Option (Right to Buy)	01/29/2005(5)	01/28/2014	Common Stock	25,000	49.27	D
Phantom Stock Units	(2)	(2)	Common Stock	97.8511	(3)	I	LM Deferred Management Incentive Compensation Plan
Phantom Stock Units	(4)	(4)	Common Stock	439.519	(3)	I	LM 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 information pertains to the phantom stock units acquired under the Lockheed Martin Deferred Management Incentive Compensation Plan exempt under Section 16(b) and will be settled upon the reporting person's retirement or termination of service.

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

4. 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.

5. 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.

6. 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).

Remarks:

	David A Dedman Attorney-in-fact	06/03/2004
	** 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.

POWER OF ATTORNEY

LOCKHEED MARTIN CORPORATION



 The undersigned hereby constitutes and appoints Frank

H. Menaker, Marian S. Block and David A. Dedman, 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 (hereinafter referred to as the

"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

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/ Stanton D. Sloane     05/26/2004

Stanton D. Sloane     Date