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: Poitras Kevin J (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-02	Common Stock, $1.00 par value	A	870	$0.00	Acquired	7500	Direct
2012-05-02	Common Stock, $1.00 par value	A	870	$0.00	Acquired	8370	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-02	Stock Options	$67.90	A	9250	Acquired	2019-05-01	Common Stock (9250)	Direct

Footnotes

F1: 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.

F2: Fifty percent will become exercisable 5/2/2013 and the remaining fifty percent will become exercisable 5/2/2014.