Deputy Attorney General James B. Comey, the Justice Department's second in command, says he's got some homework to do, learning about Bethesda's Lockheed Martin Corp. before he becomes its top lawyer in October.

But the man who brought criminal charges against domestic entrepreneur Martha Stewart and investment banker Frank P. Quattrone has become a quick study in his current job, fielding what he calls "a constant firestorm" of requests from more than 110,000 prosecutors around the nation.

Comey, 44, will manage a team of 140 lawyers for the Pentagon's biggest defense contractor, replacing Frank H. Menaker Jr., a prominent figure in the Washington area legal community who worked for Lockheed or its predecessor companies for 35 years.

Comey said in an interview that he chose Lockheed from among a number of opportunities partly because of the company's clean reputation. He said he also preferred having a single client rather than taking the course pursued by many other former prosecutors -- joining a law firm and defending some of the same sorts of clients in private practice that he targeted during his long government tenure.

"It strikes me as a logical extension of what I do now, which is help provide legal advice and manage a huge entity," Comey said. "I like what they do, I like their values and I like their leadership. They are a company focused on compliance."

Charles W. Garrison of District-based Garrison & Sisson Inc., a recruiter, said Comey was "pretty much able to write his own ticket," given his credibility and his longstanding contacts within federal agencies.

"While Lockheed Martin hasn't had a lot of problems, it's probably a very good defensive acquisition for them, and an offensive acquisition for them as far as Comey being able to open doors," Garrison said.

Lockheed executives said Comey's record in both the public and private sectors drew them to him. "James Comey brings a wealth of talent and experience to Lockheed Martin, and in particular exceptional litigation expertise and leadership skills," said Thomas C. Greer, a company spokesman. "He also has valuable insight into commercial litigation, having been a partner in a private law firm."

Although Comey had a stint at the Virginia law firm McGuireWoods LLP, he has spent most of his career in government service, as a federal prosecutor in New York, Richmond, and Washington. He played a key leadership role in the president's Corporate Fraud Task Force, created after the collapse of Enron Corp. and WorldCom Inc.

Life inside Lockheed, which employs about 130,000 people around the world and posted sales of $35.5 billion last year, may involve a change of pace for Comey, whose affable manner serves as counterpoint to his 6-foot-8-inch stature.

Still, he is not the first Justice Department official to choose a high-profile job inside a corporation. Former deputy attorney general Larry D. Thompson now works as general counsel at PepsiCo Inc. Clinton-era deputy Jamie Gorelick worked for years at Fannie Mae. William P. Barr, former attorney general under President George H.W. Bush, is general counsel at Verizon Communications Inc.

"There is a different set of dynamics at work inside a company," said George J. Terwilliger III, a partner at White & Case LLP in Washington who was deputy attorney general under President George H.W. Bush. "Jim is so intelligent and perceptive that I suspect he will be a very quick study on those issues."

Lockheed did not disclose Comey's compensation package. His predecessor Menaker earned $1.46 million in salary and bonus last year.

Comey's friends said his tough-on-corruption reputation will be an asset to Lockheed, which has complained in recent years that it was the victim of improper behavior by Boeing Co., its rival for defense contracts. Pentagon acquisition official Darleen A. Druyun negotiated a job with Boeing while still overseeing the company's contracts with the Air Force. Druyun later admitted to having shown Boeing favoritism over Lockheed, and she was sentenced to nine months in prison.

"He is seen by people in the department as a career guy, not a person with a political axe to grind," said Eric H. Holder Jr., who was deputy attorney general in the Clinton administration and is now a partner at Covington & Burling LLP in the District. Holder said Comey demonstrated his independence by appointing aggressive Chicago prosecutor Patrick J. Fitzgerald, a longtime friend, to probe the politically sensitive leak of CIA agent Valerie Plame's identity.

Some critics said Comey's new position is an example of the inherent sensitivity when high-level officials jump into lucrative jobs at companies that depend on government largesse.

Danielle Brian, executive director of the Project on Government Oversight, said there do not appear to be conflicts of interest between Comey's work at the Justice Department and his new job at Lockheed Martin. But, she asked, "isn't there an incentive created not to go after these companies, because you have, in the back of your mind, 'I may want to work for them someday'? That's at the heart of the insidious nature of the revolving door, and that's why we really have to try to fix this problem."

Comey said he had never dealt with Lockheed Martin during his years as deputy attorney general or in his tenure as U.S. attorney in Manhattan, perhaps the busiest prosecutor's office in the country.

Lockheed Martin's board of directors is well-stocked with prominent former government officials, including E. C. "Pete" Aldridge Jr., former undersecretary of defense; Gen. Joseph W. Ralston, former vice chairman of the Joint Chiefs of Staff; Adm. James O. Ellis Jr., former commander of the U.S. Strategic Command; Gwendolyn S. King, former commissioner of the Social Security Administration. The company also has many of former government officials in its executive ranks and has hired numerous former members of the House and Senate to lobby on its behalf.

Among the cases Comey may face once he takes over is a suit filed against the company last week by the Equal Employment Opportunity Commission that accuses Lockheed of ignoring an employee's complaints of racial harassment. The suit is based on the allegations of Charles Daniels, an electrician who worked at Lockheed facilities and claims he was subjected to racist jokes and threats by co-workers and a supervisor. A company spokesman said last week that Lockheed attorneys were still reviewing the case and were not prepared to comment on it.

Holder, the former Clinton-era official, said Menaker, who is retiring, has been "one of the deans of American general counsel."

"He leaves big shoes to fill," Holder said, adding with a laugh, "but you know, Jim Comey's got big feet."

Deputy Attorney General James B. Comey, center, was involved in high-profile cases. With him are Assistant Attorney General Christopher A. Wray, left, IRS Commissioner Mark Everson, and FBI Director Robert S. Mueller III.