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| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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| | Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See Instruction 1(b). |
1. Name and Address of Reporting Person*
| C/O GENERAL DYNAMICS CORPORATION, 2941 FAIRVIEW PARK DRIVE | |
(Street)
| 2. Issuer Name and Ticker or Trading Symbol
GENERAL DYNAMICS CORP
[GD] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)| X | Director | | 10% Owner | | X | Officer (give title below) | | Other (specify below) | | Vice Chairman |
| 3. Date of Earliest Transaction (Month/Day/Year)
09/02/2008 | 4. If Amendment, Date of Original Filed (Month/Day/Year)
| 6. Individual or Joint/Group Filing (Check Applicable Line)| X | Form filed by One Reporting Person | | Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | 1.Title of Security
(Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code
(Instr. 8) | 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) | 7. Nature of Indirect Beneficial Ownership
(Instr. 4) | | Code | V | Amount | (A) or (D) | Price | |
Common Stock, $1.00 par value
| 09/02/2008 | | A | |
12,630
| A | $
0
|
17,391
|
D
| | |
Common Stock, $1.00 par value
| | | | | | | |
3,537
|
I
|
by Trust
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) | 1. Title of Derivative Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) | 6. Date Exercisable and Expiration Date
(Month/Day/Year) | 7. Title and Amount of Underlying Securities
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) | 11. Nature of Indirect Beneficial Ownership
(Instr. 4) | | Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |
Stock Options
| $
93.13
| 09/02/2008 | | A | |
163,000
| | | 09/01/2013 |
Common Stock
|
163,000
|
$
0
|
163,000
|
D
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| Explanation of Responses: | |
| Margaret N. House, by power of attorney | 09/04/2008 | | ** Signature of Reporting Person | Date | | Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | | * If the form is filed by more than one reporting person, see Instruction 4(b)(v). | | ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
| | Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure. | | Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
POWER OF ATTORNEY
Know all persons by these presents, that Jay L. Johnson
whose signature appears below constitutes and appoints Julie P. Aslaksen, John
F. Barrett, Margaret N. House, Millie A. Miller, and David A. Savner and each of
them, as his/her true and lawful attorney-in-fact and agent, with full and
several power of substitution and with authority to act alone, for him/her and
in his/her name, place and stead, in any and all capacities, to:
(1)execute for and on behalf of the undersigned Forms 3, 4, and 5 and any
amendments and supplements to those forms in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder;
(2)do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete the execution of any such Form 3, 4 or
5 and any amendments and supplements to those forms and file such form with the
United States Securities and Exchange Commission and any other authority; and
(3)take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in
his/her discretion,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as they or he/she might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his/her or their substitute or substitutes may
lawfully do or cause to be done by virtue thereof.
This Power of Attorney is continuing and shall remain in effect so long as the
undersigned is an officer or director of General Dynamics Corporation, a
Delaware corporation, unless the undersigned executes and delivers to the
Secretary of General Dynamics Corporation a written revocation of this Power of
Attorney.
The undersigned acknowledges that each foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned, is not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
Date: 12/15, 2006/s/
Jay L. Johnson
Print Name
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