GENERAL DYNAMICS CORP — Director's Dealing 2012

May 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENERAL DYNAMICS CORP (GD)
CIK: 0000040533
Period of Report: 2012-05-02

Reporting Person: NOVAKOVIC PHEBE N (Director, President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-02	Common Stock, $1.00 par value	A	3740	$0.00	Acquired	102057	Direct
2012-05-02	Common Stock, $1.00 par value	A	3740	$0.00	Acquired	105797	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-02	Stock Options	$67.90	A	39500	Acquired	2019-05-01	Common Stock (39500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $1.00 par value	4384.0121	Indirect

Footnotes

F1: Represents shares of restricted stock subject to service-based vesting that will be released approximately four years after the grant date.

F2: Represents a target number of restricted stock units ("RSUs") each of which entitles the Reporting Person to receive one share of General Dynamics common stock. The number of RSUs ultimately earned by the Reporting Person will be determined based on a performance metric tied to return on invested capital during the year of grant, and may range from 0% to 200% of the target amount. Following the performance period, the earned RSUs are subject to an additional three year time-vesting period.

F3: Includes share activity under General Dynamics 401(k) plan since date of reporting person's last ownership report.

F4: Fifty percent will become exercisable 5/2/2013 and the remaining fifty percent will become exercisable 5/2/2014.