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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


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                                   FORM 8-K

                                CURRENT REPORT
                        PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of Earliest Event Reported) - July 3, 1997


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                          LOCKHEED MARTIN CORPORATION
            (Exact name of registrant as specified in its charter)


         Maryland                      1-11437                   52-1893632
(State or other jurisdiction   (Commission File Number)        (IRS Employer
    of Incorporation)                                        Identification No.)

6801 Rockledge Drive, Bethesda, Maryland                            20817
(Address of principal executive offices)                          (Zip Code)


                                (301) 897-6000
             (Registrant's telephone number, including area code)


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                                Not Applicable
            (Former name or address, if changed since last report)


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Item 5.  Other Events

     On July 3, 1997, Lockheed Martin Corporation, a Maryland corporation 
("Lockheed Martin"), and Northrop Grumman Corporation, a Delaware Corporation 
("Northrop Grumman"), issued a joint press release announcing that they had 
entered into an Agreement and Plan of Merger dated as of July 2, 1997 (the 
"Merger Agreement").  A copy of the press release is attached hereto as Exhibit 
99 and is incorporated herein by reference.

     The Merger Agreement, which is among Northrop Grumman, Lockheed Martin and 
Hurricane Sub, Inc. ("Lockheed Martin Merger Sub"), a Delaware corporation and 
wholly-owned subsidiary of Lockheed Martin, provides for the merger (the 
"Merger") of Lockheed Martin Merger Sub with and into Northrop Grumman, with 
Northrop Grumman surviving as a wholly-owned subsidiary of Lockheed Martin.  
Pursuant to the Merger Agreement, each share of common stock, par value $1.00 
per share of Northrop Grumman ("Northrop Grumman Common Stock") outstanding 
immediately prior to the Effective Time (as defined in the Merger Agreement) of 
the Merger (other than shares held in Northrop Grumman's treasury) will be 
converted into the right to receive 1.1923 shares of Lockheed Martin common 
stock, par value $1.00 per share ("Lockheed Martin Common Stock").  No 
fractional shares will be issued and cash, without interest, will be paid in 
lieu thereof.  As of the Effective Time, all shares of Northrop Grumman Common 
Stock issued and outstanding immediately prior to the Effective Time will no 
longer be outstanding and will be automatically canceled and retired and will 
cease to exist, and each holder of a certificate or certificates which 
immediately prior to the Effective Time represented outstanding shares of 
Northrop Grumman Common Stock will cease to have any rights with respect 
thereto, except the right upon the surrender of such certificate to (i) receive 
certificate(s) of Lockheed Martin Common Stock representing the number of whole 
shares of Lockheed Martin Common Stock into which such shares of Northrop 
Grumman Common Stock have been converted and (ii) any cash, without interest, to
be paid in lieu of any fractional share of Lockheed Martin Common Stock, 
provided, however, that certificate holders that properly perfect their rights 
as provided by the General Corporation Law of the State of Delaware ("DGCL") 
shall have the appraisal rights provided by the DGCL.

     Prior to its execution, the Merger Agreement was unanimously approved by 
the respective Boards of Directors of Lockheed Martin and Northrop Grumman.  The
consummation of the Merger is subject, among other things, to the approval by 
the stockholders of Lockheed Martin of the issuance of Lockheed Martin Common 
Stock, to the approval of the Merger by the stockholders of Northrop Grumman and
to certain regulatory approvals.  It is anticipated that the Merger will be 
accounted for using the pooling-of-interests method of accounting, however, 
Lockheed Martin is considering other transactions which, if consummated, could 
result in the Merger being accounted for as a purchase.

Item 7.  Exhibits

Exhibit No. Description - ----------- ----------- 99 Press Release issued July 3, 1997.
1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LOCKHEED MARTIN CORPORATION /s/ STEPHEN M. PIPER --------------------------- Stephen M. Piper Associate General Counsel and Assistant Secretary 9 July, 1997 2 INDEX TO EXHIBITS
Exhibit No. Description - ----------- ----------- 99 Press Release issued July 3, 1997.
3

 
                                                                      Exhibit 99
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                                                           For Immediate Release


  LOCKHEED MARTIN AND NORTHROP GRUMMAN
  TO FORM STRATEGIC COMBINATION

  $11.6 billion transaction to create $37 billion global technology leader


  BETHESDA, Maryland/LOS ANGELES, California, July 3, 1997 -- Lockheed Martin
  (NYSE:LMT) and Northrop Grumman (NYSE:NOC) announced today that their
  respective boards of directors unanimously approved a definitive agreement to
  combine the companies to further enhance efficiencies and increase global
  competitiveness. Following shareholder approvals and U.S. government
  regulatory reviews, the transaction will create a leading, broad-based
  technology company with estimated 1997 revenues of approximately $37 billion
  and nearly 230,000 employees.

  Under terms of the agreement, Northrop Grumman shareholders will receive
  1.1923 shares of Lockheed Martin common stock for each share of Northrop
  Grumman stock. The transaction is expected to close by the end of 1997.

  "As our industry becomes increasingly global, we must constantly improve
  efficiencies to compete in the 21st century worldwide marketplace," said
  Norman R. Augustine, chairman and chief executive officer of Lockheed Martin.
  "In bringing together these two healthy, well-matched companies, we will meet
  our commitments to reduce costs for our customers, increase long-term
  opportunities for employees and enhance shareholder value."

  The combination is consistent with Lockheed Martin's long-term growth strategy
  to expand core businesses and move into closely related emerging markets. Key
  impacts on its lines of business will be to:

       -- Expand critical mass, economies of scale and synergy opportunities in
  electronics, military aircraft, commercial aerostructures and information
  systems;

       -- Increase breadth and depth in key technological discriminators, such
  as composites, data processing, stealth, sensors, microelectronics and
  manufacturing;

       -- Enhance systems engineering and platform integration capabilities.

 
  It is anticipated that the transaction will be accounted for as a 
  pooling-of-interests; however, the impact of other transactions under
  consideration could, if consummated, result in accounting for the transaction
  as a purchase. Financially, the transaction is expected to be neutral to 1998
  earnings and increasingly accretive thereafter.

  Augustine noted that "Lockheed Martin and Northrop Grumman have been leaders
  in consolidating the aerospace industry, and we are now taking the logical
  next step in combining together to shape the future. Both corporations have
  successfully integrated multiple operations and cultures, while maintaining
  focus on program performance and mission success. We fully intend to combine
  these two companies with the same spirit of teamwork and emphasis on
  performance."

  "We enter this transaction in the strongest position in our history, which
  augurs well for the future," said Kent Kresa, chairman of the board, president
  and chief executive officer of Northrop Grumman. "Another plus is that our two
  companies have worked together successfully, including on such major current
  programs as the Joint Strike Fighter, the F-22, the Apache Longbow, and
  airborne early warning systems. We think this is a great opportunity to
  combine our unique skills and dedicated employees for the benefit of our
  customers and shareholders, as well as our employees."

  Kresa will join the Lockheed Martin board of directors along with two other
  members of the Northrop Grumman board to be determined. Kresa also will serve
  as vice chairman of Lockheed Martin and will have a strong role in the
  transition.

  Dr. Vance D. Coffman, who will become vice chairman and chief executive
  officer of Lockheed Martin on August 1, reaffirmed Lockheed Martin's
  continuing commitment to serving as a merchant supplier, including supporting
  The Boeing Company and other teammates around the world on various existing
  and future programs.

  Bear, Stearns & Co., Inc. and Lehman Brothers, Inc. are acting as financial
  advisors to Lockheed Martin. Northrop Grumman is being advised by Salomon
  Brothers.

  Lockheed Martin, headquartered in Bethesda, Maryland, is a global technology
  company with 1996 sales of $27 billion. The Corporation provides space and
  missile systems, electronics, military aircraft, information systems, systems
  integration and a broad range of services to U. S. and international
  governments and commercial customers. It has 180,000 employees worldwide.

 
  Northrop Grumman, headquartered in Los Angeles, California, is a leading
  designer, systems integrator and manufacturer of military surveillance on
  combat aircraft, defense electronics and systems, airspace management systems,
  information systems, marine systems, precision weapons, space systems and
  commercial and military aerostructures. The company currently employs more
  than 45,000 people and had 1996 sales of approximately $8 billion.

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  CONTACT: Lockheed Martin News & Information, 301/897-6352
              Northrop Grumman Corporate Communications,       
              310/553-6262