Lockheed Martin Corp. won a key round in its attempt to buy Bethesda neighbor Comsat Corp. yesterday when the Federal Communications Commission voted to approve the first step in the aerospace giant's $2.7 billion offer for the satellite services company.

The FCC agreed to classify Lockheed's telecommunications subsidiary as a "common carrier," a status that lets it offer services to the public, but subjects it to various federal regulations.

Lockheed Martin, the country's largest defense contractor, proposed buying 49 percent of Comsat a year ago, on the condition that Lockheed receive common carrier status, which it needs to comply with the 1962 law that created Comsat.

That law forbids an outside investor from acquiring more than a 50 percent stake in Comsat, and requires the investor be designated a common carrier. Lockheed also wants Congress to amend the law to allow it to buy the remainder of Comsat.

The bid still faces antitrust scrutiny by the Justice Department; the department is expected to issue its ruling any day now. As part of its negotiations with Justice, Lockheed has agreed to sell its 14 percent stake in Loral Space & Communications Ltd., a potential competitor, but the two companies have not come to terms on how to dispose of the stock.

Under its two-part offer, Lockheed is proposing to pay $45.50 a share for the first 49 percent of Comsat, along with the assumption of some $455 million in outstanding Comsat debt. Once Congress amends the law, Lockheed would then issue one share of its stock for each remaining share of Comsat.

While the Senate has approved legislation that would allow Lockheed to move forward, the corresponding bill has not been introduced in the House.

Lockheed wants Comsat as the centerpiece of a new division focusing on global telecommunications services for business customers. Some analysts have questioned Lockheed's rationale for buying Comsat, given the uncertainties surrounding congressional action and Lockheed's own problems of late with several of its businesses. But the company has said it remains committed to the deal.

Washington Analysis Group analyst George Reed-Dellinger said he expected yesterday's FCC decision, and added, "The real question is the intestinal fortitude of Lockheed management to go through. I've seen bigger deals break because of lesser regulatory clouds."

Prices of both companies' stock declined yesterday on the New York Stock Exchange. Comsat fell $1.43 3/4 a share, to $27.50, while Lockheed fell $1.50 a share, to $35.

Separately, the FCC decided to allow U.S. companies--mostly large telephone carriers and TV networks--to bypass Comsat in getting services from Intelsat, the global satellite consortium. The FCC predicted the action will cut the companies' costs by up to 71 percent, which could bring down international calling rates.

Companies in Profile

Lockheed Martin

Business: A top aerospace and defense firm; core businesses include aeronautics, electronics, energy, information services, space systems integration, and telecommunications; operates worldwide.

Based: Bethesda

Founded: 1995, with the merger of Lockheed and Martin Marietta

Employees: 165,000

Chairman and chief executive: Vance D. Coffman

1998 sales: $26.27 billion

1998 net income:

$1.0 billion

Yesterday's closing stock price: $35, down $1.50

Ticker symbol: LMT on the NYSE

Web address: www.lockheedmartin.com

Comsat

Business: Satellite communications in and out of the United States for 700 international customers, including AT&T, MCI WorldCom and Sprint, broadcasters, other corporations, and the U.S. government; also operates an integrated group of telecommunications companies.

Based: Bethesda

Founded: 1963; adopted Comsat name in 1993

Employees: 1,600

Chairman: Edwin I. Colodny

1998 sales: $616.5 million

1998 net income:

$26.4 million

Yesterday's closing stock price: $27.50, down $1.433/4

Ticker symbol: CQ on the NYSE

Web address: www.comsat.com

SOURCES: The companies, Hoover's, Bloomberg News