SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.

Litigation Release No. 14754 / December 13, 1995

SECURITIES AND EXCHANGE COMMISSION v. MERVYN COOPER and 
KENNETH E. ROTTENBERG, Civil Action No. 95-8535 (RJK) (C.D. Cal.
December 11, 1995)

     The Securities and Exchange Commission (the "Commission")
today announced the filing of a Complaint in the United States
District Court for the Central District of California, alleging
illegal insider trading in the securities of Lockheed Corporation
by Mervyn Cooper ("Cooper"), a psychotherapist and licensed
clinical social worker residing in Santa Monica, California, and
Kenneth E. Rottenberg ("Rottenberg") of Thousand Oaks, California,
prior to the August 29, 1994, public announcement that Lockheed and
Martin Marietta Corporation had agreed to merge.

     Simultaneously with the filing of the Complaint, and without
admitting or denying the allegations made against him, Cooper
consented to the entry of a Final Judgment of Permanent Injunction
and Other Relief, permanently enjoining him from future violations
of the antifraud provisions, Section 10(b) of the Securities
Exchange Act of 1934 (the "Exchange Act") and Rule 10b-5
thereunder.  In addition, the Final Judgment against Cooper orders
him to disgorge illegal profits of $53,458.02 plus prejudgment
interest thereon, and to pay a civil penalty of $53,458.02 pursuant
to Section 21A of the Exchange Act.  

     The Complaint alleges that in August 1994 Cooper was providing
marriage counseling to a Lockheed executive who was involved in the
due diligence process related to the merger.  The Complaint states
that, during a therapy session on the evening of August 22, 1994,
the Lockheed executive confided to Cooper material, nonpublic
information concerning an impending announcement of a major
transaction involving Lockheed.  The Complaint alleges that Cooper
owed the Lockheed executive a duty to keep that information
confidential and that the Lockheed executive expected that Cooper
would maintain the confidentiality of the information.      

     According to the Complaint, shortly after the August 22
therapy session ended, Cooper called Rottenberg and told him about
the impending announcement of a major transaction involving
Lockheed.  The Complaint further alleges that Cooper and Rottenberg
then agreed that Rottenberg would open a brokerage account and they
would jointly purchase September 70 series Lockheed call option
contracts and share in the anticipated profits.  The Complaint
alleges that Cooper and Rottenberg also each purchased shares of
Lockheed common stock while in possession of the material,
nonpublic information.  The Complaint further stated that Cooper,
by purchasing Lockheed securities and by tipping Rottenberg,
breached the duty he owed to his client, thereby misappropriating
the information.

     The Complaint further states that on August 24, Rottenberg
went to the offices of a brokerage firm to purchase the call option
contracts and, in response to warnings from the broker as to the
degree of risk involved, Rottenberg in essence told the broker,
among other things, that he knew that Lockheed would shortly
announce a major business combination and that he would not lose
his money.

     According to the Complaint, Cooper and Rottenberg purchased
189 September 70 series Lockheed call option contracts on August
24, 1994, which were "short term and out-of-the-money."  That is,
at the time of purchase, the call option contracts were set to
expire in only three weeks and the contracts' exercise price was
substantially in excess of the trading price of Lockheed common
stock.  Specifically, the $70.00 exercise price of the September
70 series was 6-3/4 points higher than the 63-1/4 closing price of
Lockheed common stock on the day before Cooper's and Rottenberg's
purchase.

     On August 29, 1994, Lockheed and Martin Marietta jointly
announced their intention to merge into a new, combined company,
Lockheed Martin Corporation.  Upon news of the merger, Lockheed
common stock rose $12.75 per share to close at $78.75 on August
31, 1994.  During the same period, the September 70 series Lockheed
call option contracts rose $8.125 to close at $9.25.  

     As a result, the Complaint alleges that Cooper and Rottenberg
earned total, combined illegal profits of $177,235.60.

     The Complaint further alleges that Rottenberg's conduct also
violated Section 10(b) of the Exchange Act and Rule 10b-5
thereunder.  The Commission seeks a permanent injunction against
Rottenberg, disgorgement of unlawful profits, and the imposition
of a civil penalty pursuant to Section 21A of the Exchange Act. 
The litigation with respect to Rottenberg is pending.
     
     The Commission's investigation in this matter is continuing.