GENERAL DYNAMICS CORP — Director's Dealing 2012

Mar 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENERAL DYNAMICS CORP (GD)
CIK: 0000040533
Period of Report: 2012-03-29

Reporting Person: JOHNSON JAY L (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-29	Common Stock, $1.00 par value	M	338442	$40.09	Acquired	757784	Direct
2012-03-29	Common Stock, $1.00 par value	S	251961	$72.056	Disposed	505823	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-29	Stock Options	$40.09	M	338442	Disposed	2014-03-03	Common Stock (338442)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $1.00 par value	768.2937	Indirect

Footnotes

F1: Reflects shares sold primarily to cover exercise price, taxes and other costs in connection with an option exercise. As a result of the option exercise, the number of shares held by the Reporting Person increased by 86,481 shares.

F2: Sale prices ranged from $72.00 to $72.315. Reporting Person will provide, upon request by the Commission staff, General Dynamics, or a General Dynamics shareholder, full information regarding the number of shares sold at each separate sales price.

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

F4: Fifty percent became exercisable 3/4/10 and the remaining fifty percent became exercisable 3/4/11.