SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                               

                                SCHEDULE 14D-1
                              (Amendment No. 4)

                            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, 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


                    This Amendment No. 4 amends and supplements the
          Tender Offer Statement on Schedule 14D-1 (as may be
          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, par value $.25
          per share, of Loral Corporation (the "Company").  The
          Offer is being 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 10.  Additional Information.

               Item 10(e) is hereby amended and supplemented by the
          addition of the following paragraph thereto:

                         "Silverman Lawsuit.  The Company and
               certain of its directors (the "Director Defendants")
               have been named as defendants in a purported class
               action lawsuit entitled Irene Silverman v. Bernard
               L. Schwartz, Frank C. Lanza, Howard Gittis, Robert
               B. Hodes, Gershon Kekst, Charles Lazarus, Malvin A.
               Ruderman, E. Donald Shapiro, Allen M. Shinn, Arthur
               L. Simon, Thomas J. Stanton, Jr., Daniel
               Yankelovitch and Loral Corporation, Index Number 96-
               102623 (such lawsuit, the "Silverman Lawsuit"),
               which was filed in the Supreme Court of the State of
               New York, in the County of New York, on or about
               February 9, 1996.  Such action purports to be
               brought as a class action on behalf of all
               shareholders of the Company.  The complaint in the
               Silverman Lawsuit (the "Silverman Complaint")
               alleges, among other things, that (a) the payment by
               the Company of $18 million to Mr. Bernard L.
               Schwartz, the chairman and chief executive officer
               of the Company, pursuant to the "change of control"
               provisions of Mr. Schwartz' employment agreement
               with the Company, is allegedly not required by the
               terms of Mr. Schwartz' employment agreement and
               therefore is allegedly a waste of corporate assets
               and a breach of the fiduciary duties of the Director
               Defendants, and (b) in the event that the "change of
               control" provisions of Mr. Schwartz' employment
               agreement are held to require such $18 million
               payment, the Director Defendants allegedly breached
               their fiduciary duties (i) by approving the terms of
               such employment agreement in an allegedly reckless
               manner and (ii) by allegedly structuring the
               transaction so as to trigger such change of control
               provisions and/or by failing to require that Mr.
               Schwartz surrender any claim to such $18 million
               payment.

                         As relief, the Silverman Complaint seeks,
               among other things, (a) an injunction enjoining or
               rescinding any payments to Mr. Schwartz to be made
               in connection with the Merger, (b) the award of
               compensatory damages in an unspecified amount, and
               (c) the award to plaintiff of its reasonable costs
               and expenses, including reasonable attorney's fees. 
               The Company has notified Lockheed Martin that it
               believes that the Silverman Lawsuit is without merit
               and that it intends to vigorously defend such
               action.  The above summary of the Silverman Lawsuit
               does not purport to be complete and is qualified in
               its entirety by reference to the full text of the
               Silverman Complaint, which is attached as Exhibit
               (c)(13) hereto and which is hereby incorporated
               herein by reference.

                         SEC Inquiry.  On February 8, 1996,
               Lockheed Martin was informed by the Commission of an
               informal inquiry by the Commission into trading in
               common stock of the Company preceding the January 8,
               1996 public announcement that the Company and
               Lockheed Martin were entering into the Transaction. 
               The Commission has requested, and Lockheed Martin
               has provided to the Commission, certain information
               relating to the Transaction and the events preceding
               such public announcement."

                    Item 10(f) is hereby amended and supplemented
          by incorporating by reference therein the press release
          issued by Lockheed Martin on February 27, 1996, a copy of
          which is filed as Exhibit (a)(12) to the Schedule 14D-1.

          Item 11.  Material to be Filed as Exhibits

                    Item 11 is hereby amended and supplemented by
          the addition of the following exhibits thereto:

            Exhibit (a)(12)   Form of press release issued by
                              Lockheed Martin on February 27, 1996.

            Exhibit (c)(13)   Complaint in an action filed in the
                              Supreme Court of the State of New
                              York, County of New York, entitled
                              Irene Silverman v. Bernard L.
                              Schwartz, Frank C. Lanza, Howard
                              Gittis, Robert B. Hodes, Gershon
                              Kekst, Charles Lazarus, Malvin A.
                              Ruderman, E. Donald Shapiro, Allen M.
                              Shinn, Arthur L. Simon, Thomas J.
                              Stanton, Jr., Daniel Yankelovitch and
                              Loral Corporation, Index Number 96-
                              102623.


                                  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.

                                   LAC ACQUISITION CORPORATION

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

          Dated: February 27, 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: February 27, 1996



     EXHIBIT INDEX

     Exhibit No.                   Description

       Exhibit (a)(12)   Form of press release issued by Lockheed Martin
                         on February 27, 1996.

       Exhibit (c)(13)   Complaint in an action filed in the Supreme
                         Court of the State of New York, County of New
                         York, entitled Irene Silverman v. Bernard L.
                         Schwartz, Frank C. Lanza, Howard Gittis, Robert
                         B. Hodes, Gershon Kekst, Charles Lazarus,
                         Malvin A. Ruderman, E. Donald Shapiro, Allen M.
                         Shinn, Arthur L. Simon, Thomas J. Stanton, Jr.,
                         Daniel Yankelovitch and Loral Corporation,
                         Index Number 96-102623.


     Exhibit (a)(12)

                                             FOR IMMEDIATE RELEASE

          TENDER OFFER EXTENSION
          Bethesda, Maryland, February 27, 1996 - Lockheed Martin
          Corporation (NYSE:LMT) announced today that it is
          extending its Offer to purchase all outstanding shares of
          common stock of Loral Corporation (NYSE:LOR) for $38 net
          cash per share until 12:00 midnight Eastern Standard Time
          on Wednesday, March 20, 1996.  The terms of the extended
          Offer are identical to those in the original Offer
          contained in the Offering Materials filed with the SEC on
          January 12, 1996.

                    Details follow:

                    In addition to the $38 net cash per share,
          following consummation of the Offer, Loral has agreed to
          distribute to its shareholders for each share of Loral
          common stock held one share of common stock of the newly
          formed Spin-Off company, Loral Space & Communications,
          Ltd. (Loral Space), formed in Bermuda.  Those persons who
          hold Shares immediately prior to the time of consummation
          of the Offer (whether or not the Shares are tendered
          pursuant to the Offer) will participate in the
          distribution of shares of Loral Space in connection with
          the Spin-Off.

                    As described in the Offering Materials, the
          Offer is conditioned upon receiving certain governmental
          approvals and the satisfaction or waiver of a number of
          conditions.  The conditions include the following: (1)
          That the antitrust waiting period under the Hart-Scott-
          Rodino Antitrust Improvements Act of 1976, as amended
          (the HSR Act), with respect to the Offer shall have
          expired or been terminated.  On February 8, 1996, the
          Federal Trade Commission (FTC) issued a request for
          additional information.  Lockheed Martin and Loral are in
          the process of providing the FTC with the requested
          information.  This will extend the waiting period under
          the HSR Act until 10 days after the date on which
          Lockheed Martin substantially complies with the FTC's
          request, unless the FTC decides to terminate the waiting
          period earlier.
          (2) That the record date for the Spin-Off has been set by
          the Board of Directors of Loral Corporation (this is
          itself conditioned upon, among other things, that the
          shares of Loral Space have been registered under the
          federal securities laws).

                    As noted in the offering materials, in the
          event that the approvals are not received prior to the
          new March 20 Offer expiration date, Lockheed Martin has
          agreed to further extend the Offer as necessary.

                    Loral Corporation has advised Lockheed Martin
          that, at least 10 days prior to the record date for the
          Spin-Off (the time of the record date is expected to
          occur immediately prior to the time on which the Offer is
          consummated), Loral Corporation will give notice of the
          record date and will distribute to holders of Loral
          shares an information statement or prospectus relating to
          the Spin-Off and Loral Space.

                    As of the close of business on Monday, February
          26, 1996, 60,250,545 Shares had been tendered and not
          withdrawn.

                    Lockheed Martin, headquartered in Bethesda,
          Maryland, is a highly diversified advanced technology
          company, with business sectors in aeronautics, space and
          strategic missiles, electronics, information and
          technology services and energy and environment.  Loral,
          headquartered in New York City, is a high technology
          company that primarily concentrates in defense
          electronics, communications, space and systems
          integration.

          CONTACT:

          Charles Manor/Lockheed Martin Corporation/301-897-6258
          Joanne Hvala/Loral Corporation/212-697-1105
          Ruth Pachman or Jim Fingeroth/Kekst & Co./212-593-2655


          Exhibit (c)(13)

          SUPREME COURT OF THE STATE OF NEW YORK
          COUNTY OF NEW YORK
          - - - - - - - - - - - - - - - - - x
          IRENE SILVERMAN,
                                            :
                              Plaintiff,
                                            :
                    -against-
                                            :
          BERNARD L. SCHWARTZ, FRANK C.
          LANZA, HOWARD GITTIS, ROBERT B.   :
          HODES, GERSHON KEKST, CHARLES
          LAZARUS, MALVIN A. RUDERMAN, E.   :      DERIVATIVE COMPLAINT
          DONALD SHAPIRO, ALLEN M. SHINN,
          ARTHUR L. SIMON, THOMAS J.        :
          STANTON, JR., and DANIEL
          YANKELOVITCH,,                    :

                              Defendants.   :

                    -and-                   :

          LORAL CORPORATION,                :

                         Nominal Defendant. :

          - - - - - - - - - - - - - - - - - x

               Plaintiff Irene Silverman, for her derivative
          complaint herein, alleges:

                    1.   Plaintiff brings this shareholder
          derivative action on behalf of, and for the benefit of,
          nominal defendant Loral Corporation ("Loral").  She has
          owned common stock of Loral for more than 35 years.

                    2.   Loral is a New York corporation with
          headquarters at 600 Third Avenue, New York, N.Y.  Loral
          is a leading supplier of advanced electronic systems,
          components and services to U.S. and foreign governments
          for defense and non-defense applications.  The Company's
          principal business areas are:  electronic combat;
          training and simulation; tactical weapons; command,
          control communications and intelligence/reconnaissance;
          systems integration; and telecommunications and space
          systems.

                    3.   The individual defendants are directors of
          Loral.  Bernard Schwartz is also chairman of the board
          and chief executive officer; and Frank Lanza is also
          president and chief operating officer.

                    4.   By contract dated as of January 7, 1996
          (the "merger agreement"), Loral and Lockheed Martin
          Corporation agreed that Loral would be merged with a
          subsidiary of Lockheed Martin, which already owns both
          the Lockheed Corporation and Martin Marietta Corporation. 
          The merger agreement also provides that, prior to
          consummation of the merger, Loral will transfer its space
          and satellite communications assets to a newly created
          subsidiary, Loral Space & Telecommunications, Ltd., a
          Bermuda corporation ("Loral Space"), and Loral Space will
          then be spun off to Loral's common stockholders.  Thus,
          the effect of the merger is simply to sell certain of
          Loral's businesses to Lockheed Martin.  Loral will
          continue to operate the remainder of its businesses under
          existing management and board of directors, under the
          "Loral" name.

                    5.   The defendant directors all voted in favor
          of the merger and, pursuant to the merger agreement, on
          or about January 12, 1996, Lockheed Martin commenced a
          tender offer for any and all Loral shares at a price of
          $38 per share.  The offer, which is currently scheduled
          to expire at midnight, February 29, 1996, is conditioned
          upon Lockheed Martin receiving tenders of shares which,
          when added to the shares Lockheed Martin already owns,
          will give it at least 66% of Loral's common shares
          outstanding.  After consummation of the tender offer,
          Lockheed Martin will effectuate the merger, cashing out
          the non-tendering shareholders at the $38 per share price
          offered in the tender offer.

                    6.   In connection with these transactions, the
          defendant directors agreed that Loral will pay $18
          million to its chairman and chief executive officer,
          Bernard L. Schwartz, ostensibly pursuant to the "change
          of control" provisions of Mr Schwartz' employment
          agreement with Loral.  This payment is not required by
          the employment agreement and is a waste and gift of
          corporate assets and a breach of the directors' fiduciary
          duties.

                    7.   Mr. Schwartz' employment agreement
          provides that if there is a "change of control" of Loral,
          he has the option of terminating the agreement and
          receiving a lump sum severance payment.  To trigger this
          provision, a transaction must either result in the
          acquisition of the entire company by another company, or
          must entail a hostile acquirer obtaining control of the
          company over the objections of a majority of the
          incumbent directors.  Neither situation has occurred
          here.

                    8.   First, Lockheed Martin has acquired only
          specific businesses currently owned by Loral, and not the
          entire company.  The net effect of these transactions is
          no different than if Loral had decided simply to sell its
          defense electronics and systems integration businesses
          directly to Lockheed Martin, a situation which could not
          possibly be deemed a change of control.  The particular
          form of the transaction defendants decided to utilize
          here, i.e., a spin-off followed by a merger, should have
          no bearing on the substance of Loral's contractual
          obligations to Mr. Schwartz.

                    9.   Second, the merger and spin-off are not
          hostile transactions, since Mr. Schwartz initiated these
          transactions and had a decisive voice in determining the
          form they would take, and they have received unanimous
          board approval.

                    10.  Third, Mr. Schwartz has not terminated his
          employment with the company.  To the contrary, he is
          staying on as Chairman and Chief Executive Officer of
          Loral Space, with as much autonomy and control as he
          previously had, and at essentially the same compensation
          he previously enjoyed.  In addition, he will become Vice
          Chairman of Lockheed Martin.  Mr. Schwartz' power and
          autonomy have thus increased dramatically as a result of
          these transactions.

                    11.  Fourth, Mr. Schwartz will also reap
          enormous personal profit from these transactions,
          irrespective of the $18 million payment.  In exchange for
          his 3.57 million shares of Loral common stock, he is
          entitled to receive an equivalent number of Loral Space
          shares, plus about $70 million in cash ($38 per share
          less his cost in exercising his Loral stock options).

                    12.  In the event that the "change of control"
          provisions of Mr. Schwartz' employment agreement are
          deemed to be triggered by these transactions, the
          director defendants have breached their fiduciary duties
          by (1) recklessly approving an employment agreement that
          provides huge windfall payments to Mr. Schwartz in
          circumstances such as this, which amount to a waste and
          gift of corporate assets, and (2) by structuring the
          transaction so as to trigger unnecessarily the change of
          control provision, and/or by failing to require Mr.
          Schwartz to surrender any claim to such windfall payments
          as a condition to their approval of the merger.

                    13.  It would be futile for plaintiff to make a
          presuit demand on Loral's board of directors for the
          relief sought herein.  The directors of Loral directly
          participated in the approval of Mr. Schwartz' employment
          agreement and in the decision to pay him $18 million in
          connection with the Lockheed Martin merger.  They cannot
          now be expected to make a disinterested evaluation of
          their own conduct.

                    Wherefore, plaintiff prays for judgment:

                    A.   Enjoining or rescinding any payments to
          Mr. Schwartz to be made in connection with the merger,
          and/or awarding compensatory damages therefor.

                    B.   Awarding plaintiff the reasonable costs
          and disbursements of this action, including reasonable
          attorney's fees.

          Dated:    New York, New York
                    February 9, 1996

                                       SILVERMAN, HARNES & HARNES
                                       International Plaza
                                       750 Lexington Avenue
                                       New York, New York 10022
                                       (212) 754-2333