<PAGE>

                                                                    EXHIBIT 4.2


       [If the Note [Debenture] is a Discounted Security, insert -- FOR
        --------------------------------------------------------
       PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE,
       THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE [DEBENTURE] IS
         % OF ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS              ,
        THE YIELD TO MATURITY IS      %, THE AMOUNT OF ORIGINAL ISSUE
       DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF 19   TO 19  ,
          IS      % OF THE PRINCIPAL AMOUNT OF THIS SECURITY AND THE
       METHOD USED TO DETERMINE THE SHORT ACCRUAL PERIOD ORIGINAL ISSUE
                           DISCOUNT IS THE METHOD.]


                  [FORM OF U.S.$ DENOMINATED NOTE/DEBENTURE]



No.                                                             $______________



                          LOCKHEED MARTIN CORPORATION



[_____%]   [Floating Rate]   [Zero Coupon]   Note   [Debenture]   Due ____

LOCKHEED MARTIN CORPORATION, a Maryland corporation, for value received, hereby
promises to pay to _________________________
__________________________________________ or registered assigns, the principal
sum of ____________________________________ Dollars on _____________.

        Interest Payment Dates:  __________ and __________ [if applicable]
        Record Dates:  __________ and __________ [if applicable]

Additional provisions of this Note [Debenture] are set forth on the other side
of this Note [Debenture].



                                        LOCKHEED MARTIN CORPORATION



                                        By:_________________________(SEAL)
                                           [Authorized Officer]


                                        __________________________________
                                        Secretary
<PAGE>

Dated:
Authenticated:


This is one of the Securities
of the series designated herein
and referred to in the
within-mentioned Indenture.

U.S. Bank Trust National Association, as Trustee


By:__________________________


[If an Authenticating Agent
has been appointed insert:


This is one of the Securities
referred to in the within-
mentioned Indenture.

U.S. Bank Trust National Association, as Trustee


By:__________________________
   as Authenticating Agent



By:__________________________
   Authorized Officer]

                                      -2-
<PAGE>


     [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY A REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES [DEBENTURES]
IN DEFINITIVE FORM, THIS NOTE [DEBENTURE] MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY BY THE
DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF ANY
SUCCESSOR DEPOSITARY.]

                          LOCKHEED MARTIN CORPORATION




[_____%]   [Floating Rate]   [Zero Coupon]   Note  [Debenture]   Due _____


  1.  Interest.  Lockheed Martin Corporation ("Corporation"), a Maryland
corporation, promises to pay interest on the principal amount of this Note
[Debenture] at the rate per annum [shown above] [determined as set forth below].
The Corporation will pay interest semiannually on __________ and __________ of
each year.  Interest on the Notes [Debentures] will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date hereof.  Interest will be computed on the basis of a 360-day year of twelve
30-day months.

        [If the Note [Debenture] is a Floating Rate Note [Debenture], insert
                                                                      ------
method of determining interest rates and giving of notice thereof including
-----------------------------------------------------------------------------
identity of the Paying Agent.]
-----------------------------

        [If the Note [Debenture] is not to bear interest prior to maturity,
insert--The principal of this Note [Debenture] shall not bear interest.]

  2.  Method of Payment.  The Corporation will pay interest on the Notes
[Debentures] (except defaulted interest, which shall be paid as set forth below)
to the persons who are registered Holders of Notes [Debentures] at the close of
business on the record date for the next interest payment date even though the
Notes [Debentures] are cancelled after the record date and on or before the
interest payment date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such regular record date
and may either be paid to the Person in whose name this Note [Debenture] (or one
or more predecessor Notes [Debentures]) is registered at the close of business
on a special record date for the payment of such defaulted interest to be fixed
by the Corporation, notice whereof shall be given to Holders of Notes
[Debentures] not less than 15 days prior to such special record date, or may be
paid at any time in any other lawful manner [not inconsistent with the
requirements of any securities exchange on which the Note [Debenture] may be
listed, and upon such notice as may be required by such exchange], all as more
fully provided in the Indenture. Holders must surrender the Notes [Debentures]
to a Paying Agent to collect principal payments. The Corporation will pay
principal and interest in money of the United States that at the time of payment
is legal tender for payment of public and private debts. However, the
Corporation may pay principal and interest by its check payable in such money.
It may mail an interest check to a Holder's registered address. To the extent
lawful, the Corporation shall pay interest on overdue principal at the rate
borne by the Notes [Debentures] and shall pay interest on overdue

                                      -3-
<PAGE>

installments of interest at the same rate.

  3.  Paying Agent and Registrar.  Initially, U.S. Bank Trust National
Association ("Trustee"), will act as Paying Agent and Registrar. The Corporation
may change any Paying Agent, Registrar or co-registrar without notice. The
Corporation or any of its Subsidiaries (as defined in the Indenture) may act as
Paying Agent, Registrar or co-registrar.

  4.  Indenture.  The Corporation issued the Notes [Debentures] under an
Indenture dated as of __________ __, _____ ("Indenture"), between the
Corporation and the Trustee.  The terms of the Notes [Debentures] include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S. Code (SS) 77aaa-77bbbb) ("Act").  The Notes
[Debentures] are subject to all such terms, and Holders are referred to the
Indenture, all applicable supplemental indentures and the Act for a statement of
those terms.  As provided in the Indenture, the Notes [Debentures] may be issued
in one or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest, if any, at
different rates, may be subject to different redemption provisions, if any, may
be subject to different sinking, purchase or analogous funds, if any, may be
subject to different covenants and Events of Default and may otherwise vary as
in the Indenture provided or permitted.  This Note [Debenture] is one of a
series of the Notes [Debentures] designated on the face hereof, unlimited in
aggregate principal amount.

        [If the Notes [Debentures] of this series are subject to optional
redemption insert -- 5. Optional Redemption. The Corporation may redeem all the
Notes [Debentures] at any time, or some of them from time to time, on or after
__________, [if the Notes [Debentures] are not Discounted Securities insert-- at
_____% of the principal amount of the Notes [Debentures], plus accrued interest
to the redemption date].

        [If the Notes [Debentures] are Discounted Securities insert formula for
                                                             ------------------
optional redemption.]
--------------------

        [If the Notes [Debentures] are not subject to optional redemption
insert -- 5. Redemption. The Notes [Debentures] are not redeemable by the
Corporation.]

        [If the Notes [Debentures] of this series are subject to redemption
insert -- 6.  Notice of Redemption. Notice of redemption will be mailed at least
20 days but not more than 60 days before the redemption date to each Holder of
Notes [Debentures] to be redeemed at such Holder's registered address. Notes
[Debentures] in a denomination larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000. On and

                                      -4-
<PAGE>

after the redemption date interest ceases to accrue on Notes [Debentures] or
portions of them called for redemption.]

  7.  Denominations; Transfer; Exchange.  The Notes [Debentures] are in
registered form without coupons in denominations of $1,000 and any multiple of
$1,000.  A Holder may transfer or exchange Notes [Debentures] in accordance with
the Indenture.  The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture.  Also, it need not transfer
or exchange any Notes [Debentures] for a period of 15 days before a selection of
Notes [Debentures] to be redeemed or before an interest payment date.

          This Note [Debenture] is issued in the form of a Global Security and
is exchangeable in whole, but not in part, for Notes [Debentures] registered in
the names of persons other than the Depositary or its nominee or in the name of
a successor to the Depositary or a nominee of such successor depositary only if
(i) the Depositary notifies the Corporation that it is unwilling or unable to
continue as Depositary for this Note [Debenture] or if at any time such
Depositary shall no longer be registered or in good standing under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, and, in either case, a successor depositary is not appointed by the
Corporation within 90 days of the receipt by the Corporation of such notice or
of the Corporation becoming aware of such condition, or (ii) the corporation in
its discretion at any time determines not to have all of the Notes [Debentures]
represented by one or more Global Security or Securities. If this Note
[Debenture] is exchangeable pursuant to the preceding sentence, it shall be
exchangeable for Notes [Debentures] of like tenor and terms in definitive form
in aggregate principal amount equal to the principal amount of the Global
Security. Subject to the foregoing, this Note [Debenture] is not exchangeable,
except for a Note [Debenture] or Notes [Debentures]of the same aggregate
denominations to be registered in the name of such Depositary or its nominee or
in the name of a successor to the Depositary or a nominee of such successor
depositary.

  8.  Persons Deemed Owners.  The registered Holder of this Note [Debenture] may
be treated as the owner of it for all purposes, and neither the Corporation, the
Trustee, nor any Registrar, Paying Agent or co-registrar shall be affected by
notice to the contrary.

  9.  Unclaimed Money.  If money for the payment of principal or interest
remains unclaimed for two years, the Trustee or Paying Agent will pay, unless
otherwise prohibited by mandatory provisions of applicable abandoned property
law, the money back to the Corporation at its request.  After that, Holders
entitled to unclaimed money must look only to the Corporation and not to the
Trustee for payment unless an abandoned property law designates another person.

  10.  Defeasance. The Corporation may discharge or defease certain of its
obligations with respect to the Notes [Debentures] by irrevocably depositing
with the Trustee, in trust, cash or government securities sufficient to pay all
sums due on the Notes [Debentures]. The establishment of such a trust will be
conditioned on the delivery by the Corporation to the Trustee of an opinion of
counsel, who may be counsel to the Corporation, to the effect that, based on
applicable U.S. federal income tax law or a ruling published by the United
States Internal Revenue Service, the defeasance and discharge will not be
deemed, or result in, a taxable event with respect to the Holders of the Notes
[Debentures].

  11.  Amendment; Supplement; Waiver.  Subject to certain exceptions as therein
provided, the Indenture or the Notes [Debentures] may be amended or supplemented
with the written consent of the Holders of not less than a majority in principal
amount of the Notes [Debentures], and, subject to certain exceptions and
limitations as provided in the Indenture, any past default or compliance with
any provision may be waived with the consent of the Holders of a majority in
principal amount of the Notes [Debentures].  Without the consent of any Holder,
the Indenture or the Notes [Debentures] may be amended or supplemented, for
among other reasons, to cure any ambiguity, omission, defect or inconsistency,
to provide for uncertificated Notes [Debentures] in addition to or in place of
certificated Notes [Debentures] or to make any change that does not materially
adversely affect the rights of any Holder.  Without the consent of any Holder,
the Trustee may waive compliance with any provision of the Indenture or the
Notes [Debentures] if the waiver does not materially adversely affect the rights
of any Holder.
                                      -5-
<PAGE>

  12.  Restrictive Covenants.  The Indenture does not limit unsecured debt of
the Corporation or any of its Subsidiaries.  It does limit certain mortgages,
liens and sale-leaseback transactions.  The limitations are subject to a number
of important qualifications and exceptions.  Once a year the Corporation must
report to the Trustee on compliance with the limitations.

  13.  Successors.  When a successor entity assumes all the obligations of the
Corporation or its successors under the Notes [Debentures] and the Indenture,
the predecessor corporation will be released from those obligations.

  14.  Defaults and Remedies.  An Event of Default is: default for 30 days in
payment of any interest on the Notes [Debentures]; default in payment of any
principal on the Notes [Debentures]; failure by the Corporation for 90 days
after notice to it to comply with any of its other agreements in the Indenture
or the Notes [Debentures]; and certain events of bankruptcy or insolvency.  [If
                                                                             --
the Note [Debenture] is not an Original Issue Discount Note [Debenture],
----------------------------------------------------------------------
insert -- If an Event of Default with respect to Notes [Debentures] of this
series shall occur and be continuing, the principal of the Notes [Debentures] of
this series and accrued interest thereon may be declared due and payable in the
manner and with the effect provided in the Indenture.  [If the Note [Debenture]
                                                        -----------------------
is an Original Issue Discount Note [Debenture], insert -- If an Event of Default
---------------------------------------------
with respect to Notes of this series shall occur and be continuing, an amount of
principal of the Notes [Debentures] of this series and accrued interest thereon
may be declared due and payable in the manner and with the effect provided in
the Indenture.  Such amount shall be equal to insert formula or cross reference
                                              ---------------------------------
to redemption provisions for determining the amount].]  Holders of Notes
---------------------------------------------------
[Debentures] may not enforce the Indenture or the Notes [Debentures] except as
provided in the Indenture.  The Trustee may refuse to enforce the Indenture or
the Notes [Debentures] unless it receives indemnity satisfactory to it.  Subject
to certain limitations, Holders of a majority in principal amount of the Notes
[Debentures] may direct the Trustee in its exercise of any trust or power.  The
Trustee may withhold from Holders notice of any continuing default (except a
default in payment of principal or interest) if a committee of its trust
officers in good faith determines that withholding notice is in the interests of
such Holders.

  15.  Trustee Dealings with the Corporation. U.S. Bank Trust National
Association, the Trustee under the Indenture, in its individual or any other
capacity may make loans to, accept deposits from and perform services for the
Corporation or any of its affiliates, and may otherwise deal with the
Corporation or its affiliates as if it were not Trustee.

                                      -6-
<PAGE>

  16.  No Recourse Against Others.  A director, officer, employee or
stockholder, as such, of the Corporation shall not have any liability for any
obligations of the Corporation under the Notes [Debentures] or the Indenture or
for any claim based on, in respect of, or by reason of such obligations or their
creation. Each Holder by accepting a Note [Debenture] waives and releases all
such liability.  This waiver and release are part of the consideration for the
issue of the Notes [Debentures].

  17.  Authentication.  This Note [Debenture] shall not be valid until the
Trustee manually signs the certificate of authentication on the other side of
this Note [Debenture].

  18.  Abbreviations.  Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts
to Minors Act).

  19.  CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee
on Uniform Security Identification Procedures, the Corporation had caused CUSIP
numbers to be printed on the Note [Debenture] and has directed the Trustee to
use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to accuracy of any of such numbers either as printed
on the Note [Debenture] or as contained in any notice of redemption and reliance
may be placed only on the other identification numbers placed thereon.

  20.  Miscellaneous.  This Note [Debenture] shall for all purposes be governed
by, and construed in accordance with, the laws of the State of Maryland.

  All terms used in this Note [Debenture] which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

                                      -7-
<PAGE>

  The Corporation will furnish to any Holder upon written request and without
charge a copy of the Indenture.  Requests may be made to: Lockheed Martin
Corporation, 6801 Rockledge Drive, Bethesda, Maryland 20817, Attention:
Secretary.


                         _____________________________



I or we assign and transfer to


     Insert social security or other identifying number of assignee







       _________________________________________________________________

       _________________________________________________________________

       _________________________________________________________________

            (Print or type name, address and zip code of assignee)


this Note [Debenture] and irrevocably appoint ___________________ agent to
transfer this Note [Debenture] on the books of the Corporation. The agent may
substitute another to act for him.


Dated:   _______________________________________________________


Signed:  _______________________________________________________
         (Sign exactly as name appears on the other side of this
          Note [Debenture])


                              Signature Guarantee: _____________________________
                                                   (Signature must be guaranteed
                                                   by an eligible institution
                                                   within the meaning of Rule
                                                   17A(d)-15 under the
                                                   Securities Exchange Act of
                                                   1934, as amended)
                                      -8-