UNITED STATES OF AMERICA
                    BEFORE FEDERAL TRADE COMMISSION

COMMISSIONERS:         Robert Pitofsky, Chairman
                       Mary L. Azcuenaga
                       Janet D. Steiger
                       Roscoe B. Starek, III
                       Christine A. Varney

                                   )
                                      )
In the Matter of                      )
                                      )       Docket No. C-3685
LOCKHEED MARTIN CORPORATION,          )          DECISION AND ORDER
     a corporation.                   ))
                                   )

     The Federal Trade Commission having initiated an
investigation of the proposed acquisition by respondent of all of
the outstanding voting common stock of Loral Corporation
("Loral"), and the respondent having been furnished thereafter
with a copy of a draft of Complaint that the Bureau of
Competition presented to the Commission for its consideration and
which, if issued by the Commission, would charge respondent with
violations of Section 7 of the Clayton Act, as amended, 15 U.S.C.
§ 18, and Section 5 of the Federal Trade Commission Act, as
amended, 15 U.S.C. § 45; and
     Respondent, its attorneys, and counsel for the Commission
having thereafter executed an Agreement containing a Consent
Order, an admission by respondent of all the jurisdictional facts
set forth in the aforesaid draft of Complaint, a statement that
the signing of said Agreement is for settlement purposes only and
does not constitute an admission by respondent that the law has
been violated as alleged in such Complaint, or that the facts as
alleged in such complaint, other than jurisdictional facts, are
true and waivers and other provisions as required by the
Commission's Rules; and
     The Commission having thereafter considered the matter and
having determined that it had reason to believe that the
respondent has violated the said Acts, and that a Complaint
should issue stating its charges in that respect, and having
thereupon accepted the executed Consent Agreement and placed such
Agreement on the public record for a period of sixty (60) days,
now in further conformity with the procedure described in § 2.34
of its Rules, the Commission hereby issues its Complaint, makes
the following jurisdictional findings and enters the following
Order:
     1.    Respondent Lockheed Martin Corporation ("Lockheed
Martin") is a corporation organized, existing and doing business

                       UNITED STATES OF AMERICA
                    BEFORE FEDERAL TRADE COMMISSION



______________________________))
In the Matter of                 ))    Docket No. C-3685
LOCKHEED MARTIN CORPORATION, )
     a corporation.              ))
______________________________)


                               COMPLAINT
     The Federal Trade Commission ( Commission ), having reason
to believe that Respondent, Lockheed Martin Corporation
( Lockheed Martin ), a corporation subject to the jurisdiction of
the Commission, has agreed to, among other things, acquire all of
the outstanding voting stock of Loral Corporation ( Loral ), a
corporation subject to the jurisdiction of the Commission, in
violation of Section 5 of the Federal Trade Commission Act ( FTC
Act ), as amended, 15 U.S.C. § 45, and that such an acquisition,
if consummated, would violate Section 7 of the Clayton Act, as
amended, 15 U.S.C. § 18 and Section 5 of the FTC Act, as amended,
15 U.S.C § 45; and it appearing to the Commission that a
proceeding in respect thereof would be in the public interest,
hereby issues its Complaint, stating its charges as follows:
                            I. DEFINITIONS
     1.      SETA Services  means systems engineering, technical
assistance services and support services relating to Air Traffic
Control Systems provided by Lockheed Martin to the Federal
Aviation Administration, pursuant to Paragraphs C.2.2.1.3.,
C.2.2.1.5., C.2.2.1.12. and C.2.2.4. of Task Area 2 and
Paragraphs C.9.1.3., C.9.2.2., C.9.2.3., C.9.2.4., C.9.2.6.,
C.9.2.7., C.9.2.8. and C.9.2.10. of Task Area 9 of the National
Implementation and Support Contract, DTFA01-93-C-00031, that
involve the development of technical and other specifications for
procurements and programs; the assessment of bid and other
proposals; the evaluation, testing or monitoring of any service,
equipment or product provided by any company; the modification or
change of any performance requirements of any contractor; or the
development of financial, cost or budgetary plans, procedures or
policies.
     2.      Air Traffic Control Systems  means any current or
future air traffic control equipment, system or service designed,
developed, proposed or provided for the Federal Aviation
Administration.