GENERAL DYNAMICS CORP — Director's Dealing 2012

Mar 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENERAL DYNAMICS CORP (GD)
CIK: 0000040533
Period of Report: 2012-03-27

Reporting Person: OLIVER WALTER M (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-27	Common Stock, $1.00 par value	M	142006	$40.09	Acquired	248583	Direct
2012-03-27	Common Stock, $1.00 par value	S	104785	$73.691	Disposed	143798	Direct
2012-03-27	Common Stock, $1.00 par value	G	10000	$0.00	Disposed	133798	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-27	Stock Options	$40.09	M	142006	Disposed	2014-03-03	Common Stock (142006)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $1.00 par value	6336.9117	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 37,221 shares.

F2: Sale prices ranged from $73.50 to $73.968. 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 on 3/4/10 and the remaining fifty percent became exercisable on 3/4/11.