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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Ambrose Richard F
(Last) (First) (Middle)
6801 ROCKLEDGE DRIVE
(Street)
BETHESDA MD 20817
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LOCKHEED MARTIN CORP [ LMT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
01/29/2015
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/29/2015 M 181(1) A $0(1) 181.982 D
Common Stock 01/29/2015 F 181 D $192.5 0.982 D
Common Stock 150.8461(2) I Lockheed Martin Salaried Savings Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (3) 01/29/2015 M 181 (1) 01/27/2017 Common Stock 181 (3) 4,926(4) D
Restricted Stock Units (3) 01/29/2015 A 3,900 (5) 01/29/2018(5) Common Stock 3,900 $0.0000 3,900 D
Phantom Stock Units (6) 01/29/2015 A 983.4388 (7) (7) Common Stock 983.4388 (7) 983.4388 I Lockheed Martin LTIP
Phantom Stock Units (6) (8) (8) Common Stock 1,798.6231 1,798.6231 I LM Supplemental SSP
Phantom Stock Units (6) (9) (9) Common Stock 7,283.5274 7,283.5274 I Lockheed Martin DMICP
Explanation of Responses:
1. Represents the accelerated vesting of shares received upon the conversion of a portion of restricted stock units granted on January 27, 2014 with a value equal to the tax withholding obligations for the retirement-eligible Reporting Person and disposition to the Issuer of such shares to satisfy the Reporting Person's tax withholding obligations, which transaction is exempt under Rule 16b-3. Tax withholding is required following certification of a one-year performance goal for a retirement-eligible Reporting Person or when the Reporting Person becomes retirement-eligible, if later.
2. End of period holdings include additional shares acquired through dividend reinvestment.
3. Each restricted stock unit represents a contingent right to receive one share of LMT common stock.
4. The balance of the restricted stock units remains subject to continued vesting until the third anniversary of the grant date.
5. Award of restricted stock units which vests on the third anniversary of the grant date. In accordance with the award agreement, vesting will be accelerated to the extent necessary to satisfy tax withholding obligations for retirement-eligible Reporting Persons and such vested shares shall be disposed to the Issuer for the purposes of satisfying the Reporting Person's tax withholding obligations, which is an exempt transaction under Rule 16b-3. Tax withholding is required following certification of a one-year performance goal for a retirement-eligible Reporting Person or when the Reporting Person becomes retirement-eligible, if later.
6. The phantom stock units convert on a 1-for-1 basis.
7. Phantom stock units acquired at $192.50 through voluntary deferral under the Lockheed Martin Long Term Incentive Plan exempt under Section 16(b) which will be settled in settled in stock upon the Reporting Person's retirement or termination of service.
8. Phantom stock units previously 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.
9. Phantom stock units previously acquired under the Lockheed Martin Deferred Management Incentive Compensation Plan exempt under Section 16(b) which will be settled in stock upon the Reporting Person's retirement or termination of service.
Remarks:
ambfinal.txt
Richard F. Ambrose, by Marian S. Block, Attorney-in-fact 02/02/2015
** 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 4 (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 Maryanne R. Lavan, Marian S.
Block, Stephen M. Piper, and Kerri R. Morey, and each of them, jointly and
severally, his lawful attorney-in-fact and agent, with full power of
substitution and re-substitution, for him and in his 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 any and all reports or forms (including but not limited to
Forms 3, 4 or 5, or 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 might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, and each of
  them, or any substitute or substitutes, may lawfully do or cause to be done by
  virtue hereof.




January 28, 2015					/s/ Richard F. Ambrose
							Richard F. Ambrose