LockheedMartinDirectInvest

ProspectusLockheed Martin Corporation

1,939,200 SharesCommon Stock,$1.00 Par Value

November 25, 2008

Ticker Symbol (NYSE): LMT

Internet Site: http://www.lockheedmartin.com

Program Administrator:

Computershare Trust Company, N.A.

Stockholders or New Investors may call toll-freeat:

1-877-498-8861 (U.S. and Canada)1-781-575-2879 (outside U.S. and Canada)TDD: 1-800-952-9245(a telecommunications device for thehearing impaired is available)

You may contact Computershare at:Lockheed Martin Direct Investc/o ComputershareP.O. Box 43078Providence, RI 02940-3078

http://www.computershare.com/investor

Welcome to Lockheed Martin Direct Invest. Whetheryou are already a Lockheed Martin stockholder or areinterested in becoming one, you will find LockheedMartin Direct Invest, our dividend reinvestment anddirect stock purchase program, to be a convenientway to become a stockholder, increase your holdingsand manage your investment in Lockheed Martin.

Lockheed Martin Direct Invest allows you to:

/ Purchase our stock directly from us, free offees and brokerages costs, by writing a checkor making automatic purchases throughdeductions from your U.S. bank account

/ Reinvest all or part of your dividends

/ Receive any cash dividends by check in themail or by direct deposit into your U.S. bankaccount

/ Easily transfer or sell your shares

/ Take advantage of our free safekeepingoption by depositing any certificated sharesyou hold into your Direct Invest account

Please read the enclosed prospectus in its entirety fora more detailed description of Lockheed MartinDirect Invest and its features. We hope you willenjoy Lockheed Martin Direct Invest and theinvestment options it provides.

PROSPECTUS

LOCKHEED MARTIN DIRECT INVEST

Lockheed Martin Corporation (“Lockheed Martin”)is pleased to offer you the opportunity to participatein Lockheed Martin Direct Invest, a convenient directstock purchase and dividend reinvestment programavailable for new investors to make an initialinvestment in Lockheed Martin common stock andfor existing stockholders to increase their holdings ofLockheed Martin common stock. Program highlightsinclude:

/ Purchasing Lockheed Martin common stockwithout paying fees or brokeragecommissions.

/ Reinvesting dividends automatically at nocost.

/ Buying additional shares of Lockheed Martincommon stock by check or automaticdeduction from your bank account.

/ Transferring and selling shares of LockheedMartin common stock easily.

This prospectus relates to 1,939,200 shares ofLockheed Martin common stock, par value $1.00 pershare, to be offered for purchase under the program.

Lockheed Martin common stock is listed on the NewYork Stock Exchange under the trading symbol“LMT.”

Please read this prospectus carefully and keep it andall account statements for future reference. If youhave any questions about the program, please callComputershare Trust Company, N.A.(“Computershare”), the program administrator, toll-free at 1-877-498-8861, 24 hours a day, seven days aweek. Customer service representatives are available

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between the hours of 9:00 a.m. and 5:00 p.m. Easterntime, Monday through Friday. Computershare’swebsite is www.computershare.com/investor.

The shares of Lockheed Martin common stock beingoffered are not insured or protected by anygovernmental agency, and involve investment risk,including the possible loss of principal. The paymentof dividends by Lockheed Martin is discretionary anddividend payments may increase, decrease or beeliminated altogether at the discretion of LockheedMartin’s Board of Directors.

Neither the Securities and Exchange Commission norany state securities commission has approved ordisapproved the securities to be issued under thisprospectus or determined if this prospectus isaccurate or adequate. Any representation to thecontrary is a criminal offense.

This prospectus is not an offer to sell securities and itis not soliciting an offer to buy securities in any stateor country where the offer or sale is not permitted. Tothe extent required by applicable law in certainjurisdictions, shares offered through the program areoffered only through a registered broker-dealer inthose jurisdictions.

The date of this prospectus is November 25, 2008.

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Table of Contents Page

About this Prospectus . . . . . . . . . . . . . . . . . . . . 1Lockheed Martin Corporation . . . . . . . . . . . . . . 3Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Forward-Looking Statements . . . . . . . . . . . . . . 4Information About the Direct Invest Program . . 71. What is Lockheed Martin Direct Invest? . . 72. What options are available under the

program? . . . . . . . . . . . . . . . . . . . . . . . . . . . 73. Who is eligible to participate in Lockheed

Martin Direct Invest? . . . . . . . . . . . . . . . . . 84. How does a Lockheed Martin stockholder

enroll in the program? . . . . . . . . . . . . . . . . . 95. I already own shares, but they are held by

my bank or broker and registered in “streetname.” Can I use those shares to participatein the program? . . . . . . . . . . . . . . . . . . . . . . 9

6. I am not currently a Lockheed Martinstockholder. How do I enroll in LockheedMartin Direct Invest? . . . . . . . . . . . . . . . . . 10

7. Are there costs associated withparticipation? . . . . . . . . . . . . . . . . . . . . . . . . 11

8. What are the dividend reinvestmentoptions? . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

9. How do I make an additionalinvestment? . . . . . . . . . . . . . . . . . . . . . . . . . 12

10. What are the minimum and maximumamounts for additional investments? . . . . . . 13

11. What is the source of Lockheed Martincommon stock purchased through theprogram? . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

12. When will shares be purchased under theProgram? . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

13. At what price will shares be purchased? . . . 1514. Will fractional shares be purchased? . . . . . . 1615. How are payments with “insufficient

funds” handled? . . . . . . . . . . . . . . . . . . . . . . 1616. Will interest be paid on the program

accounts? . . . . . . . . . . . . . . . . . . . . . . . . . . . 1617. Who will hold the additional shares

purchased through Lockheed Martin DirectInvest? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

18. How may I receive a stock certificate? . . . . 17

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Table of Contents Page

19. May I add my certificate shares ofLockheed Martin common stock to myLockheed Martin Direct Invest account forsafekeeping? . . . . . . . . . . . . . . . . . . . . . . . . 18

20. How may I sell shares I hold throughLockheed Martin Direct Invest? . . . . . . . . . 19

21. Can I transfer shares that I hold in theprogram to someone else? . . . . . . . . . . . . . . 20

22. I’ve just moved. How can I request achange of address or update other personaldata? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

23. How may I change my dividendreinvestment option or discontinuereinvesting my dividends? . . . . . . . . . . . . . . 22

24. May I receive dividend payments by directdeposit? . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

25. Who administers Lockheed Martin DirectInvest? How do I contact them? . . . . . . . . . 23

26. What reports will I receive? . . . . . . . . . . . . 2427. What if Lockheed Martin issues a stock

dividend or declares a stock split? . . . . . . . 2428. How do I vote my program shares at

stockholders’ meetings? . . . . . . . . . . . . . . . 2529. Can Lockheed Martin Direct Invest be

changed? . . . . . . . . . . . . . . . . . . . . . . . . . . . 2530. What are the responsibilities of Lockheed

Martin and Computershare under theprogram? . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

31. What are the federal income taxconsequences of participating in theprogram? . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Incorporation of Certain Information byReference . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Where You Can Find More Information . . . . . . 29Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . 30Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . 30Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement thatwe filed with the Securities and ExchangeCommission (the “SEC”).

We have not authorized anyone to give anyinformation or to make any representationsconcerning common stock except those which arein this prospectus, any prospectus supplementthat is delivered with this prospectus or anydocuments incorporated by reference into thisprospectus. If anyone gives any other informationor representation, you should not rely on it. Thisprospectus is not an offer to sell or a solicitation ofan offer to buy any securities other than thecommon stock. This prospectus is not an offer tosell or a solicitation of an offer to buy commonstock in any circumstances in which the offer orsolicitation is unlawful. You should not interpretthe delivery of this prospectus, or any offer or saleof our common stock, as an indication that therehas been no change in our affairs since the date ofthis prospectus.

Neither this prospectus nor any accompanyingprospectus supplement contains all of the informationincluded in the registration statement. We haveomitted parts of the registration statement aspermitted by the SEC’s rules and regulations. Forfurther information, we refer you to the registrationstatement on Form S-3 we filed with the SEC onNovember 25, 2008, which can be read at the SECweb site or at the SEC offices mentioned under theheadings “Where To Find Additional Information”and “Incorporation of Certain Informationby Reference.” The registration statement alsoincludes exhibits. Statements contained in thisprospectus, any prospectus supplement, or that areincorporated by reference into this prospectus or aprospectus supplement, about the provisions orcontents of any agreement or other document are notnecessarily complete. If SEC rules and regulationsrequire that any agreement or document be filed as anexhibit to the registration statement and we file the

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agreement or document, you should refer to thatagreement or document for a complete description ofthese matters.

You should read both this prospectus and anyprospectus supplement together with the additionalinformation described under the headings “Where ToFind Additional Information” and “Incorporation ofCertain Information by Reference.”

As used in this prospectus, unless otherwiseindicated, “Lockheed Martin,” “the company,” “we,”“our” and “us” are used interchangeably to refer toLockheed Martin Corporation or to Lockheed MartinCorporation and its consolidated subsidiaries, asappropriate to the context.

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LOCKHEED MARTIN CORPORATION

We principally research, design, develop,manufacture, integrate, operate and sustain advancedtechnology systems and products, and provide abroad range of management, engineering, technical,scientific, logistic and information services. Wemainly serve customers in domestic and internationaldefense, civil agencies and homeland security. Ourprincipal customers are agencies of the U.S.Government, including the Department of Defense,and our main areas of focus are in defense, space,intelligence, homeland security and governmentinformation technology.

We are a Maryland corporation formed in March1995 by combining the businesses of LockheedCorporation and Martin Marietta Corporation. Ourprincipal executive offices are located at 6801Rockledge Drive, Bethesda, Maryland 20817, andour telephone number at that address is (301) 897-6000. Our website home page on the Internet iswww.lockheedmartin.com. We make our websitecontent available for information purposes only. Itshould not be relied upon for investment purposes,and it is not incorporated by reference into thisprospectus.

RISK FACTORS

An investment in our common stock involves risks.We urge you to consider carefully the risks describedin the documents incorporated by reference in thisprospectus and, if applicable, in any prospectussupplement, before making an investment decision,including those risks identified under “Item IA. RiskFactors” in our Annual Report on Form 10-K for theyear ended December 31, 2007, which isincorporated by reference in this prospectus andwhich may be amended, supplemented or supersededfrom time to time by other reports that wesubsequently file with the SEC. Additional risks,including those that relate to our common stock, maybe included in a prospectus supplement that we

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authorize from time to time, or that are incorporatedby reference into this prospectus or a prospectussupplement.

Our business, financial condition, results ofoperations and cash flows could be materiallyadversely affected by any of these risks. The marketor trading price of our common stock could declinedue to any of these risks. Additional risks notpresently known to us or that we currently deemimmaterial also may impair our business andoperations or cause the price of our common stockto decline.

FORWARD-LOOKING STATEMENTS

We make statements in this prospectus and thedocuments incorporated by reference which, to theextent that they are not recitations of historical fact,constitute forward-looking statements within themeaning of the federal securities laws, and are basedon our current expectations and assumptions. Thewords “believe,” “estimate,” “anticipate,” “project,”“intend,” “expect,” “plan,” “outlook,” “forecast” andsimilar expressions are intended to identify forward-looking statements. These statements are notguarantees of future performance and are subject torisks and uncertainties. Actual results could differmaterially because of factors such as: the availabilityof government funding for our products and servicesboth domestically and internationally; changes ingovernment and customer priorities and requirements(including changes to respond to election cycles,Congressional actions, Department of Defensereviews, budgetary constraints and cost-cuttinginitiatives); the impact of economic recovery andstimulus plans and continued military operations inIraq and Afghanistan on funding for existing defenseprograms; the award or termination of contracts;returns or losses on pension plan assets, interest anddiscount rates, and other changes that may impactpension plan assumptions; changes in counter-partycredit risk exposure; difficulties in developing andproducing operationally advanced technology

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systems; the timing and customer acceptance ofproduct deliveries; materials availability andperformance by key suppliers, subcontractors andcustomers; charges from any future impairmentreviews that may result in the recognition of lossesand a reduction in the book value of goodwill orother long-term assets; the future impact oflegislation, changes in accounting interpretations orpronouncements, tax rules, or export policies; thefuture impact of acquisitions or divestitures, jointventures or teaming arrangements; the outcome oflegal proceedings and other contingencies (includinglawsuits, government/regulatory investigations oraudits, and environmental remediation efforts); thecompetitive environment for our products andservices; and economic, business and politicalconditions domestically and internationally.

These are only some of the factors that may affect theforward-looking statements contained in thisprospectus and the documents incorporated byreference. For a discussion identifying additionalimportant factors that could cause actual results tovary materially from those anticipated in the forward-looking statements, see our filings with the SECincluding, but not limited to, the discussions of“Government Contracts and Regulations” and “RiskFactors” on page 16, and pages 18 through 24,respectively, of our Annual Report on Form 10-K forthe year ended December 31, 2007; “Management’sDiscussion and Analysis of Financial Condition andResults of Operations” on pages 19 through 30 of ourForm 10-Q for the period ended September 28, 2008;and “Note 4—Postretirement Benefit Plans” and“Note 5—Legal Proceedings and Contingencies” ofthe Notes to Consolidated Financial Statements of theUnaudited Consolidated Financial Statements onpage 9 and pages 9 through 12, respectively, includedin our Form 10-Q for the period ended September 28,2008.

Our actual financial results likely will be differentfrom those projected due to the inherent nature ofprojections. Given these uncertainties, you should notrely on forward-looking statements in making

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investment decisions. The forward-lookingstatements contained in this prospectus and thedocuments incorporated by reference speak only asof the date of its filing. We expressly disclaim a dutyto provide updates to forward-looking statementsafter the date of this prospectus and the documentsincorporated by reference to reflect subsequentevents that have occurred, changed circumstances,changes in expectations, or the estimates andassumptions associated with them. The forward-looking statements in this prospectus and thedocuments incorporated by reference are intended tobe subject to the safe harbor protection provided bythe federal securities laws.

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INFORMATION ABOUT THE DIRECTINVEST PROGRAM

The following questions and answers explain andconstitute the governing document for LockheedMartin Direct Invest.

1. What is Lockheed Martin Direct Invest?

Lockheed Martin Direct Invest is a convenientdirect stock purchase and dividend reinvestmentprogram available for new investors to make aninitial investment in Lockheed Martin commonstock and for existing stockholders to increasetheir holdings of Lockheed Martin commonstock. Participants in the program may elect tohave dividends automatically reinvested inLockheed Martin common stock and/or to makeoptional cash investments through our programadministrator, Computershare.

Participation in Lockheed Martin Direct Invest isentirely voluntary, and we give no adviceregarding your decision to join the program. Ifyou decide to participate in this program, anenrollment form and reply envelope are enclosedfor your convenience. Enrollment forms are alsoavailable by contacting Computershare at theaddress listed in Question 25.

2. What options are available under theprogram?

Lockheed Martin Direct Invest allowsparticipants to:

/ open a program account with an initialinvestment of as little as $250 by check, or byauthorizing automatic deductions from a U.S.bank account;

/ have all or part of your Lockheed Martincommon stock dividends automaticallyreinvested at no cost in additional shares ofLockheed Martin common stock;

/ increase your holdings of Lockheed Martincommon stock under the program by making

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additional investments of as little as $50,including the option to make automaticpurchases by authorizing deductions from aU.S. bank account;

/ purchase Lockheed Martin common stock inwhole dollar amounts, rather than a specificquantity of shares, with the appropriatenumber of full and fractional shares creditedto your Lockheed Martin Direct Investaccount;

/ make gifts of stock to family members andothers at no charge by transferring LockheedMartin common stock to another account,new or old, or by making an initialinvestment;

/ deposit common stock certificates in theprogram’s share safekeeping feature and haveyour ownership of common stock maintainedon Computershare’s records in book-entryform; and

/ receive regular statements indicating activityin your program account.

Please refer to Question 8 for additionalinformation regarding dividend reinvestmentoptions and Question 9 for further informationregarding the methods of making additional cashinvestments.

Please retain all account statements for yourrecords. The statements contain important taxand other information.

3. Who is eligible to participate in LockheedMartin Direct Invest?

All U.S. citizens are eligible to participate inLockheed Martin Direct Invest, whether or notthey are currently stockholders of LockheedMartin.

If you are not a U.S. citizen, you can participatein Lockheed Martin Direct Invest, provided thereare not any laws or governmental regulations that

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would prohibit you from participating or laws orgovernmental regulations that would affect theterms of Lockheed Martin Direct Invest.Lockheed Martin reserves the right to terminateparticipation of any stockholder if it deems itadvisable under any foreign laws or regulations.All program funds must be in U.S. funds anddrawn on a U.S. bank. If you are not in the U.S.,contact your bank to verify that they can provideyou with a check that clears through a U.S. bankand can print the dollar amount in U.S. funds.Due to the longer clearance period, we are unableto accept checks clearing through non-U.S.banks. Please contact your local bank for detailson how to make the transaction.

4. How does a Lockheed Martin stockholderenroll in the program?

If you are already a Lockheed Martin stockholderof record (that is, if you own shares that areregistered in your name, not your broker’s name)but you are not enrolled in Lockheed MartinDirect Invest, you may enroll in the programsimply by completing and returning the enclosedenrollment authorization form to Computershareor by calling Computershare directly at 1-877-498-8861. You may obtain additional enrollmentauthorization forms at any time upon request toComputershare.

5. I already own shares, but they are held by mybank or broker and registered in “streetname.” Can I use those shares to participatein the program?

Yes. To become a participant, you may choosefrom among the following three options:

/ If your shares of Lockheed Martin commonstock are registered in the name of a bank,broker or other nominee, you may arrange forthat bank, broker or nominee to register atleast one share directly in your name in orderto become eligible to participate in LockheedMartin Direct Invest. Once at least one share

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is registered in your name, you can completean enrollment authorization form as describedin Question 4.

/ If your shares of Lockheed Martin commonstock are registered in the name of a bank,broker or other nominee, you may makearrangements to have your bank, broker ornominee participate in Lockheed MartinDirect Invest on your behalf. To do so, yourbank, broker or nominee must sign and returna Broker and Nominee Authorization Form.

/ You may enroll in the program in the samemanner as someone who is not currently aLockheed Martin stockholder, as described inQuestion 6.

6. I am not currently a Lockheed Martinstockholder. How do I enroll in LockheedMartin Direct Invest?

If you do not currently own any LockheedMartin common stock and you wish to become astockholder and a participant in Lockheed MartinDirect Invest, you may enroll in the program bycompleting an initial enrollment form andmaking an initial investment of at least $250 butno more than $10,000. To make your initialinvestment, you may either:

/ include with your initial investment form, acheck, money order or bank draft madepayable to “Computershare—LockheedMartin” in an amount equal to at least $250;

/ authorize a one-time online investment of atleast $250; or

/ authorize automatic deductions of $50 pertransaction from a U.S. bank account for atleast five consecutive purchases. Automaticdeductions will continue indefinitely, beyondthe initial five purchases, until you notifyComputershare by telephone or in writing thatthe automatic deductions are to stop. Anauthorization form for automatic deductionsis included with the initial investment form.

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7. Are there costs associated with participation?

You will incur no fees or brokerage commissionsfor purchases you make under Lockheed MartinDirect Invest. Lockheed Martin will pay all costsof purchases of the shares and administration ofthe program. If you instruct Computershare tosell some or all of your shares, you will becharged a service fee and a per share processingfee. See Question 20 “How may I sell shares Ihold through Lockheed Martin Direct Invest?”for more information.

8. What are the dividend reinvestment options?

As a participant in the program, you may elect toreinvest all, part or none of the dividends on yourLockheed Martin common stock for the purchaseof additional shares. The options available to youare as follows:

/ Full Dividend Reinvestment. If you selectthis option, Computershare will apply all ofyour dividends on all Lockheed Martincommon stock registered in your nametoward the purchase of more shares ofLockheed Martin common stock.

/ Partial Dividend Reinvestment. If you selectthis option, Computershare will pay youdividends in cash on the number of shares ofLockheed Martin common stock that youspecify on your enrollment form and applythe balance of your dividends toward thepurchase of more shares of Lockheed Martincommon stock.

/ All Dividends Paid in Cash (No DividendReinvestment). If you select this option, yourdividends will not be reinvested. Instead, youwill receive payment by check or automaticdeposit (at your option) for all of your cashdividends.

Computershare will continue to reinvest yourdividends as you have indicated on yourenrollment form until you specify otherwise. Youmay change your election at any time by either

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completing and submitting a new enrollmentform or by contacting Computershare directly at1-877-498-8861 or online atwww.computershare.com/investor. No matterwhich reinvestment option you have selected,you may make optional cash investments asdescribed in Question 9.

9. How do I make an additional investment?

You may make optional cash investments bychoosing among the following three options:

/ Check Investment. You may make optionalcash investments in Lockheed Martin commonstock by sending to Computershare a check forthe purchase of additional shares. The checkmust be made payable to “Computershare—Lockheed Martin” in U.S. dollars and drawnon a U.S. bank. If you are not in the U.S.,contact your bank to verify that they canprovide you with a check that clears through aU.S. bank and can print the dollar amount inU.S. funds. Due to the longer clearance period,we are unable to accept checks clearingthrough non-U.S. banks. Computershare willnot accept cash, money orders, traveler’schecks or third party checks. All checks shouldbe sent to Computershare at the address listedon the tear-off form section attached to eachaccount statement you receive, or if making aninvestment when enrolling, with yourenrollment form.

/ Online Investment. At any time, participantsmay make optional cash investments throughComputershare’s website,www.computershare.com/investor, andauthorizing a one-time online bank debit froman account at U.S. bank or financialinstitution. You should refer to the onlineconfirmation for the account debit date andinvestment date.

/ Automatic Investment from a Bank Account.As an alternative to sending checks, you mayelect to have funds automatically withdrawn

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from your checking or savings account at aU.S. bank. You may elect the automaticdeduction option by completing and signing adirect debit authorization form and returningthis form to Computershare, together with avoided blank check or savings accountdeposit slip for the bank account from whichthe funds are to be withdrawn. Additionalauthorization forms are available throughComputershare. You may also enroll onlinethrough www.computershare.com/investor.Your authorization form for automaticdeductions will be processed and will becomeeffective as promptly as practical. You shouldallow four to six weeks for the firstinvestment to be initiated using this automaticdeduction feature. Once automatic deductionsbegin, funds will be withdrawn from yourbank account on either the first or fifteenthday of each month, or both (at your option),or the next business day if either of those daysis not a business day. Those funds normallywill be invested within five business days.You may change the amount of money orterminate automatic deductions by eithercalling Computershare directly at1-877-498-8861 or by completing andsubmitting to Computershare a new directdebit authorization form or online atwww.computershare.com/investor. To beeffective for a particular investment date,Computershare must receive your newinstructions at least six business days beforethe investment date. See Question 12 forinformation regarding investment dates.

10. What are the minimum and maximumamounts for additional investments?

In addition to increasing your holdings ofLockheed Martin common stock through thereinvestment of dividends, you may makeoptional cash investments in Lockheed Martincommon stock at any time. Your optional cashinvestment must be at least $50 up to a maximum

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of $50,000,000 in any calendar year. Whetherparticipating through the use of a check,one-time online investment, or through theautomatic deduction feature, the $50 minimumper transaction applies. If you are not a LockheedMartin stockholder and are a first-time investorin the program, your initial investment must befor at least $250 and cannot exceed $10,000. SeeQuestion 6 for additional information regardingan initial investment.

Optional cash investments will be returned toyou upon your request provided thatComputershare receives your request at least twobusiness days prior to the investment date.

11. What is the source of Lockheed Martincommon stock purchased through theprogram?

At Lockheed Martin’s option, shares may bepurchased in the open market through aregistered broker-dealer or directly fromLockheed Martin. Share purchases in the openmarket may be made on any stock exchangewhere Lockheed Martin common stock is tradedor by negotiated transactions on terms asComputershare may reasonably determine.Neither Lockheed Martin nor any participant willhave any authority or power to direct the date,time or price at which shares may be purchased,or the selection of the broker or dealer through orfrom whom purchases are to be made.

12. When will shares be purchased under theprogram?

General. Direct purchases from LockheedMartin of authorized but unissued shares ofLockheed Martin common stock will be made onthe relevant “investment date.” Purchases on theopen market will begin on the investment dateand will be completed no later than 30 days fromsuch date, except where completion at a laterdate is necessary or advisable under anyapplicable federal securities laws.

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Optional Cash Investments. Computershare willnormally invest any initial and additional cashinvestments by check, online investment, or byautomatic deductions from a U.S. bank account,towards the purchase of Lockheed Martincommon stock no later than five business daysafter receipt of the investment. Computersharewill determine the actual investment date forinitial and additional cash investments.

Dividend Reinvestments. The investment datefor reinvested cash dividends will be thedividend payment date. If the investment datefalls on a date when the New York StockExchange is closed, the investment date will bethe next day that the New York Stock Exchangeis open. If Computershare receives yourenrollment form requesting reinvestment ofdividends on or before the record dateestablished for a particular dividend,reinvestment will commence with that dividend.Dividend record dates for dividends which maybe declared on Lockheed Martin common stockand the related payment dates are announced bypress release and posted on our website, atwww.lockheedmartin.com/investor.

If your enrollment form is received after therecord date for a particular dividend, thereinvestment of dividends will begin on thedividend payment date following the next recorddate if you are a participant in Lockheed MartinDirect Invest.

13. At what price will shares be purchased?

For shares purchased on the open market, theprice will be the weighted average of thepurchase price of all shares purchased for theprogram for that investment date.

For shares purchased directly from LockheedMartin, the price will be the average of the highand low sales prices of the common stock on theNew York Stock Exchange during regulartrading hours for that investment date. If no

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trading in Lockheed Martin common stockoccurs on the New York Stock Exchange for thatdate, we will determine your price per share onthe basis of market quotations as we deemappropriate.

14. Will fractional shares be purchased?

Yes. If any dividend or optional cash investmentis not sufficient to purchase a whole share ofLockheed Martin common stock, a fractionalshare equivalent will be credited to your account.All fractional shares are rounded to six decimalplaces.

15. How are payments with “insufficient funds”handled?

In the event that any check, authorized electronicfunds transfer or other deposit is returned unpaidfor any reason, or your predesignated U.S. bankaccount does not have sufficient funds for anautomatic debit, Computershare will consider therequest for investment of that purchase null andvoid and will immediately remove from youraccount any shares already purchased inanticipation of receiving those funds. If the netproceeds from the sale of those shares areinsufficient to satisfy the balance of theuncollected amounts, Computershare may selladditional shares from your account as necessaryto satisfy the uncollected balance. There is a $25fee for any check or other deposit that is returnedunpaid by your bank and for any failed automaticdeduction from your predesignated U.S. bankaccount. This fee will be collected byComputershare through the sale of the number ofshares from your Lockheed Martin Direct Investaccount necessary to satisfy the fee.

16. Will interest be paid on the programaccounts?

No. Interest will not be paid on amounts heldpending investment.

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17. Who will hold the additional shares purchasedthrough Lockheed Martin Direct Invest?

Shares purchased through Lockheed MartinDirect Invest are credited in book-entry form toyour account on Computershare’s records. Thenumber of shares (including fractional interests)credited to your account will be shown on eachaccount statement.

If you wish to pledge shares credited to youraccount, you must first request Computershare toissue a stock certificate for the shares. To requesta stock certificate, see Question 18.

18. How may I receive a stock certificate?

You may obtain a certificate at no cost for someor all of the whole shares credited to youraccount at any time by simply requestingComputershare to withdraw shares from yourprogram account. You may make such a requestby:

/ calling Computershare at 1-877-498-8861;

/ accessing your program account through theInternet at Computershare’s websitewww.computershare.com/investor;

/ using the tear-off form attached to the accountstatement; or

/ sending written notice specifying the numberof shares to be withdrawn.

Certificates will be issued to you and registeredin your name. Certificates are normally issued toparticipants within two business days afterreceipt of the request. No certificates will beissued for a fractional share of common stock. Ifyou request a certificate for all shares credited toyour account, a certificate will be issued for thewhole shares and a cash payment will be madefor any remaining fractional share. That cashpayment will be based upon the then-currentmarket price of the common stock, less anyservice fee, any applicable brokeragecommission and any other costs of sale.

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Withdrawing shares from your account does notaffect your dividend reinvestment option. Forexample, if you authorized the full dividendreinvestment option, cash dividends with respectto shares withdrawn from your account in stockcertificate form will continue to be reinvested.

19. May I add my certificate shares of LockheedMartin common stock to my Lockheed MartinDirect Invest account for safekeeping?

Yes. You may deposit any Lockheed Martinstock certificate in your possession andregistered in your name with Computershare forcredit to your account as book-entry shares atany time, at no cost. Lockheed Martin will payall fees for this service. The safekeeping featureoffers two advantages:

/ the risk associated with loss, theft ordestruction of stock certificates is eliminated;otherwise, in the case of a lost or stolencertificate, no sale or transfer may occur untila replacement is obtained, which can be acostly and time-consuming process; and

/ since shares deposited into your account withComputershare are treated in the samemanner as shares purchased through theprogram, they may be transferred or soldthrough the program in a convenient andefficient manner.

To combine shares held in certificate form withshares held through your Lockheed Martin DirectInvest account, you must send your request andyour certificates to Computershare. Thecertificates should not be endorsed.Computershare will promptly send you astatement confirming each certificate deposit.

To insure against loss resulting from mailingcertificates to Computershare, you should sendyour certificates to the address listed in Question25 by registered mail, return receipt requested,and properly insured. If your share certificate is

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lost, you will be required to post a bond and payan insurance premium. As of the date of thisprospectus, the insurance premium equals 3% ofthe market value of the securities plus aprocessing fee of $20 (or a minimum of $70). Asa result, we recommend that you insure theshipment of your shares for at least 3% of themarket value, plus a $20 processing fee, to coverthe cost of the replacement bond in the event thatyour share certificates are lost or stolen in transit.

20. How may I sell shares I hold throughLockheed Martin Direct Invest?

You have two choices when making a sale,depending on how you submit your sale request,as follows:

/ Market Order: A market order is a request tosell shares promptly at the current marketprice. Market order sales are only available atwww.computershare.com/investor throughInvestor Centre or by calling Computersharedirectly at 1-877-498-8861. Market order salerequests received atwww.computershare.com/investor throughInvestor Centre or by telephone will be placedpromptly upon receipt during market hours(normally 9:30 a.m. to 4:00 p.m. EasternTime). Any orders received after 4:00 p.m.Eastern Time will be placed promptly on thenext day the market is open. The price will bethe market price of the sale obtained byComputershare’s broker, less a service fee of$25 and a processing fee of $0.12 per sharesold.

/ Batch Order: A batch order is anaccumulation of all sale requests for asecurity submitted together as a collectiverequest. Batch orders are submitted on eachmarket day, assuming there are sale requeststo be processed. Sale instructions for batchorders received by Computershare will beprocessed no later than five business daysafter the date on which the order is received(except where deferral is required under

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applicable federal or state laws orregulations), assuming the applicable marketis open for trading and sufficient marketliquidity exists. Batch order sales areavailable at www.computershare.com/investor through Investor Centre or by callingComputershare directly at 1-877-498-8861.All sale requests with an anticipated marketvalue of $100,000 or more are expected to besubmitted in writing. All sales requestsreceived in writing will be submitted as batchorder sales. To maximize cost savings forbatch order sale requests, Computershare willseek to sell shares in round lot transactions.For this purpose Computershare may combineeach selling Program participant’s shares withthose of other selling Program participants. Inevery case of a batch order sale, the price toeach selling Program participant will be theweighted average sale price obtained byComputershare’s broker for each aggregateorder placed by Computershare and executedby the broker, less a service fee of $15 and aprocessing fee of $0.12 per share sold.

Computershare reserves the right to decline toprocess a sale if it determines, in its solediscretion, that supporting legal documentation isrequired. In addition, no one will have anyauthority or power to direct the time or price atwhich shares for the Program are sold, and noone, other than Computershare, will select thebroker(s) or dealer(s) through or from whomsales are to be made.

21. Can I transfer shares that I hold in theprogram to someone else?

Yes. You may transfer ownership of some or allof your shares held through Lockheed MartinDirect Invest. You may call Computershare at1-877-498-8861 for complete transferinstructions. You also may download transferinstructions at www.computershare.com/investor. You will be asked to send to

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Computershare written transfer instructions.Your signature on the written transferinstructions must be “Medallion Guaranteed” bya financial institution. Most banks and brokersparticipate in the Medallion Guarantee program.The Medallion Guarantee program ensures thatthe individual signing is in fact the owner of theparticipant’s shares. A notary is not sufficient.

You may transfer shares to new or existingLockheed Martin stockholders. If you transferless than one whole share, a new LockheedMartin Direct Invest account may not be openedfor the transferee. If the transferee is not alreadya participant in Lockheed Martin Direct Investand you transfer more than one whole share, anaccount will be opened in the name of thetransferee and he or she will automatically beenrolled in the program. If the transferee is notalready a participant in Lockheed Martin DirectInvest, the account will be enrolled under the fullreinvestment option unless you specifydifferently. The transferee may change theinvestment option after the transfer has beenmade as described in Question 23.

You should be aware that the price of LockheedMartin common stock may rise or fall during theperiod between a request for sale, its receipt byComputershare and the ultimate sale on the openmarket. Instructions sent to Computershare tosell shares are binding and may not be rescinded.

22. I’ve just moved. How can I request a changeof address or update other personal data?

It is important that our records contain your mostup-to-date personal data. If you need to request achange of address or update other personal data,please call Computershare at 1-877-498-8861,write to Computershare at the address listed inQuestion 25, or update your information onlinethrough Investor Centre atwww.computershare.com/investor.

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23. How may I change my dividend reinvestmentoption or discontinue reinvesting mydividends?

You may change dividend reinvestment optionsby calling Computershare directly at1-877-498-8861, instructing Computershare inwriting at its address listed in Question 25, onlineat www.computershare.com/investor or bysubmitting to Computershare a new election onan enrollment form. To be effective for a specificdividend, any change must be received byComputershare before the record date for thatdividend. See Question 12 for informationregarding record dates.

You may discontinue reinvestment of cashdividends at any time by calling or writing toComputershare. If Computershare receives yourrequest to discontinue dividend reinvestment on orafter the record date for a dividend,Computershare may either pay the dividend incash or reinvest it under the program on the nextinvestment date on your behalf. If reinvested,Computershare may sell the shares purchased andsend the proceeds to you, less any service fee,applicable brokerage commission and any othercosts of sale. After processing your request todiscontinue dividend reinvestment, any sharescredited to your account under Lockheed MartinDirect Invest will continue to be held in book-entry form. Dividends on any shares held in book-entry form, and on any shares you hold in stockcertificate form, will be paid in cash by check ordirect deposit (at your option). To receive cashdividends by direct deposit, see Question 24.

24. May I receive dividend payments by directdeposit?

Yes. Through the program’s direct depositfeature, instead of receiving dividend checks,you may elect to have your cash dividends paidby electronic funds transfer to your U.S. bankaccount on the dividend payment date. Toreceive dividends by direct deposit, you must

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complete, sign and return to Computershare anauthorization form for direct deposit. You mayobtain this form by calling Computersharedirectly at 1-877-498-8861. You also may electdirect deposit at www.computershare.com/investor through Investor Centre.

Authorization forms for direct deposit will beprocessed and will become effective as promptlyas practicable after receipt of the form byComputershare. You may change yourdesignated bank account for direct deposit ordiscontinue this feature at any time by submittingto Computershare a new authorization form fordirect deposit, through the Internet, or by writteninstruction to Computershare.

25. Who administers Lockheed Martin DirectInvest? How do I contact them?

Computershare Trust Company, N.A. directs thepurchase of and credits participants’ accountswith shares of Lockheed Martin common stockacquired under the program, keeps records, sendsstatements of account activity to participants andperforms other related duties.

You may contact Computershare by writing to:

Lockheed Martin Direct Investc/o ComputershareP.O. Box 43078Providence, RI 02940-3078

You may contact Computershare toll-free at oneof the telephone numbers listed below:

/ Stockholder customer service, including saleof shares: 1-877-498-8861 (within the U.S.and Canada) and 1-781-575-2879 (outside theU.S. and Canada).

/ New investors requesting program material:1-877-498-8861 (available 24 hours a day,7 days a week) and TDD: 1-800-952-9245 (atelecommunications device for the hearingimpaired is available).

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You also may contact Computershare via theInternet. Computershare’s Internet address iswww.computershare.com/investor. Messagessent via the Internet will be responded topromptly. At Computershare’s website, you canaccess your share balance, sell shares, request astock certificate, and obtain online forms andother information about your account.

26. What reports will I receive?

Easy to read statements of your calendaryear-to-date account activity will be sent to youafter each transaction, which will simplify yourrecord keeping. Each account statement willshow the amount invested, the purchase or saleprice, the number of shares purchased or sold andany applicable service fees, as well as anyactivity associated with share deposits orwithdrawals. Please notify Computersharepromptly either in writing or by telephone if youraddress changes. In addition, you will receivecopies of the same communications sent to allother holders of Lockheed Martin common stock,such as annual reports and proxy statements. Youalso will receive any Internal Revenue Serviceinformation returns, if required.

Please retain all account statements for yourrecords. The statements contain important taxand other information.

27. What if Lockheed Martin issues a stockdividend or declares a stock split?

Any stock dividends or split shares of LockheedMartin common stock distributed by LockheedMartin on shares credited to your account or onshares held by you in the form of stockcertificates will be credited to your account. Youwill receive a statement indicating the number ofshares or dividends earned as a result of thetransaction.

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28. How do I vote my program shares atstockholders’ meetings?

In connection with any meeting of LockheedMartin stockholders, you will receive proxymaterials, including a proxy card representingboth the shares for which you hold physicalcertificates and the whole shares held credited toyour Lockheed Martin Direct Invest account.Fractional shares will not be voted. You mayvote your shares in accordance with theinstructions provided in the proxy materials.

29. Can Lockheed Martin Direct Invest bechanged?

While Lockheed Martin Direct Invest is intendedto continue indefinitely, Lockheed Martinreserves the right to suspend or terminate theprogram at any time. Lockheed Martin alsoreserves the right to make modifications to theprogram. You will be notified of any suchsuspension, termination or modification.

Computershare also may terminate yourLockheed Martin Direct Invest account if you donot own at least one whole share. In the eventthat your program account is terminated for thisreason, a check for the cash value of thefractional share based upon the then-currentmarket price, less any service fee, any brokeragecommission and any other costs of sale will besent to you and your account will be closed.

Any questions of interpretation that may ariseunder the program will be determined byLockheed Martin and Lockheed Martin’sdetermination will be final.

30. What are the responsibilities of LockheedMartin and Computershare under theprogram?

Neither Lockheed Martin nor Computersharewill be liable for any act or omission to act,which was done in good faith, including anyclaim of liability arising out of the failure to

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cease reinvestment of dividends for aparticipant’s account upon the participant’s deathprior to receipt of notice in writing of the deathalong with a request to cease dividendreinvestment from a qualified representative ofdeceased, the prices at which shares arepurchased or sold for participants’ accounts, thetimes when purchases or sales are made, orfluctuations in the market value of LockheedMartin common stock.

You should recognize that neither LockheedMartin nor Computershare can assure you of aprofit or protect you against a loss on sharespurchased through the program.

Although Lockheed Martin currentlycontemplates the continuation of quarterlydividends, the payment and amount of dividendsis subject to the discretion of Lockheed Martin’sBoard of Directors and will depend upon futureearnings, the financial condition of LockheedMartin and other factors.

31. What are the federal income tax consequencesof participating in the program?

This is a general discussion of the U.S. federalincome tax consequences of the program. Youshould consult your own tax advisor withrespect to the tax consequences ofparticipation in the program (includingfederal, state, local and other tax laws andU.S. tax withholding laws) applicable to yourparticular situation.

Cash dividends reinvested under the programwill be taxable for U.S. federal income taxpurposes as having been received by you eventhough you have not actually received them incash. The total amount of dividends earned byyou during the year, whether or not they arereinvested, will be reported to you and the U.S.Internal Revenue Service on IRS Form1099-DIV shortly after the close of each year.

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In addition, when Computershare purchasesshares for your account on the open marketrather than directly from Lockheed Martin, youmust include in your gross income, as anadditional dividend, your allocable share of anybrokerage commissions paid by LockheedMartin. This amount will be reported to you andthe U.S. Internal Revenue Service on IRS Form1099-DIV shortly after the end of each year.Your tax basis in these shares will be the cost ofthe shares plus your allocable share of brokeragecommissions paid by Lockheed Martin.

You will not realize gain or loss for U.S. federalincome tax purposes upon a transfer of shares toyour program account or the withdrawal ofwhole shares from your account. You will,however, generally realize gain or loss upon thereceipt of cash for a fractional share credited toyour account. You will also realize gain or losswhen shares are sold. The amount of gain or losswill be the difference between the amount thatyou receive for the shares sold and your tax basisin the shares (generally, the amount you paid forthe shares, plus allocable brokerage commissionspaid by Lockheed Martin). In order to determinethe tax basis for shares in your account, youshould retain all account statements.

If you are a nonresident foreign stockholderwhose dividends are subject to U.S. federalincome tax withholding, the amount of the tax tobe withheld will be deducted from the amount ofdividends to determine the amount of dividendsto reinvest.

Dividends paid on shares in the programaccounts, and proceeds from a sale of shares,may be subject to the “backup withholding”provisions of the Internal Revenue Code. If youfail to furnish a properly completed Form W-9 orits equivalent or are otherwise subject to backupwithholding, Computershare must withhold andpay over to the Internal Revenue Service awithholding tax at the rate (currently 28%)

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prescribed by Section 3406 of the InternalRevenue Code from the amount of dividends, theproceeds of the sale of a fractional share, and theproceeds of any sale of whole shares, unless youare exempt from backup withholding.

INCORPORATION OF CERTAININFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference”in this prospectus certain information we filewith the SEC, which means that we may discloseimportant information in this prospectus byreferring you to the document that contains theinformation. The information incorporated byreference is considered to be a part of thisprospectus, and certain information we file laterwith the SEC automatically will update and, tothe extent inconsistent, supersede the informationfiled earlier. We incorporate by reference thedocuments listed below (and any amendments tothese documents) and any future filings we makewith the SEC under Sections 13(a), 13(c), 14 or15(d) of the Exchange Act until the offering ofthe Debt Securities covered by this prospectus iscompleted; provided, however, that we are notincorporating by reference any documents orinformation, including parts of documents thatwe file with the SEC, that are deemed to befurnished and not filed with the SEC.

We incorporate by reference into this prospectus:our Annual Report on Form 10-K for the yearended December 31, 2007; the portions of ourproxy statement filed with the SEC on March 14,2008 that were incorporated by reference in ourAnnual Report on Form 10-K for the year endedDecember 31, 2007; our Quarterly Reports onForm 10-Q for the quarterly periods endedMarch 30, 2008, June 29, 2008, andSeptember 28, 2008; and our Current Reports onForm 8-K filed with the SEC on January 29,2008, March 12, 2008, April 25, 2008, June 2,2008, June 27, 2008, and October 21, 2008.

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You may obtain copies of the documents weincorporate by reference by contacting us at theaddress indicated below or by contacting theSEC as described below under “Where to FindAdditional Information.” We will providewithout charge upon written or oral request, acopy of any and all of the documents that havebeen or may be incorporated by reference, exceptthat exhibits to such documents will not beprovided unless they are specificallyincorporated by reference into such documents.Requests for copies of these documents shouldbe directed to:

Lockheed Martin Corporation6801 Rockledge DriveBethesda, Maryland 20817Attention: Corporate SecretaryTelephone: (301) 897-6000

WHERE TO FIND ADDITIONALINFORMATION

We file annual, quarterly and current reports,proxy statements and other information with theSEC. Copies of the registration statement ofwhich this prospectus is a part, including theexhibits and schedules to the registrationstatement, may be examined without charge atthe public reference room of the SEC, 100 FStreet, N.E., Washington, D.C. 20549.Information about the operation of the publicreference room may be obtained by calling theSEC at 1-800-SEC-0330. Copies of all or aportion of the documents we file with the SECcan be obtained from the public reference roomof the SEC upon payment of prescribed fees. TheSEC maintains an Internet site that containsreports, proxy and information statements andother information regarding issuers that fileelectronically with the SEC. Our SEC filings areavailable to you on the SEC’s website atwww.sec.gov.

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USE OF PROCEEDS

Lockheed Martin will receive proceeds from thepurchase of Lockheed Martin common stockthrough the program only to the extent that suchpurchases are made directly from LockheedMartin and not from open market purchases byComputershare. Any proceeds received by us(which cannot be estimated), will be used forgeneral corporate purposes.

LEGAL OPINIONS

The legality of the common stock covered by thisprospectus has been passed upon for LockheedMartin by David A. Dedman, Esq., VicePresident and Associate General Counsel,Lockheed Martin Corporation, 6801 RockledgeDrive, Bethesda, Maryland 20817.

EXPERTS

The consolidated financial statements ofLockheed Martin Corporation incorporated byreference in Lockheed Martin Corporation’sAnnual Report (Form 10-K) for the year endedDecember 31, 2007 and the effectiveness ofLockheed Martin Corporation’s internal controlover financial reporting as of December 31, 2007have been audited by Ernst & Young LLP,independent registered public accounting firm, asset forth in their reports thereon, andincorporated herein by reference. Suchconsolidated financial statements areincorporated herein by reference in reliance uponsuch report given on the authority of such firm asexperts in accounting and auditing.

With respect to the unaudited condensedconsolidated interim financial information ofLockheed Martin Corporation for the three-month period ended March 30, 2008, the three-and six-month period ended June 29, 2008, andthe three- and nine-month period ended

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September 28, 2008, incorporated by reference inthis Prospectus, Ernst & Young LLP reportedthat they have applied limited procedures inaccordance with professional standards for areview of such information. However, theirseparate reports dated April 22, 2008, July 22,2008, and October 21, 2008 included inLockheed Martin Corporation’s QuarterlyReports on Form 10-Q for the quarters endedMarch 30, 2008, June 29, 2008, and September28, 2008 incorporated by reference herein, statethat they did not audit and they do not express anopinion on that interim financial information.Accordingly, the degree of reliance on theirreports on such information should be restrictedin light of the limited nature of the reviewprocedures applied. Ernst & Young LLP is notsubject to the liability provisions of Section 11 ofthe Securities Act of 1933 (the “Act”) for theirreports on the unaudited interim financialinformation because those reports are not a“report” or a “part” of the Registration Statementprepared or certified by Ernst & Young LLPwithin the meaning of Sections 7 and 11 of theAct.

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Lockheed Martin Corporation6801 Rockledge DriveBethesda, MD 20817www.lockheedmartin.com (002CS17507)