As filed with the Securities and Exchange Commission on August 18, 1994
                                               Registration No. 33-      
                    SECURITIES AND EXCHANGE COMMISSION              -----
                          WASHINGTON, D.C. 20549
                                ----------
                                 FORM S-8
                          REGISTRATION STATEMENT
                                  Under
                        The Securities Act of 1933
                                ----------
                       NORTHROP GRUMMAN CORPORATION
          (Exact name of registrant as specified in its charter)

                Delaware                           95-1065798
         (State of Incorporation)   (I.R.S. Employer Identification No.)

          1840 Century Park East, Los Angeles, California 90067
                 (Address of Principal Executive Offices)

             Employee Investment Plan of Grumman Corporation
                         (Full Title of the Plan)
                                ----------
                            Sheila M. Gibbons
                  Corporate Vice President and Secretary
                       Northrop Grumman Corporation
                          1840 Century Park East
                      Los Angeles, California  90067
                 (Name and Address of Agent for Service)

                              (310) 553-6262
                 (Telephone number of Agent for Service)
                                ----------
                     CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------
Title of       Amount To Be  Proposed     Proposed      Amount of
Securities To  Registered    Maximum      Maximum       Registration
Be Registered                Offering     Aggregate     Fee
                             Price Per    Offering
                             Share        Price

Common         3,300,000     $43.3125     $142,931,250  $49,287<F3>
Stock,<F1>     Shares        <F2>         <F2>
par value
$1.00 per
share

[FN]
<F1> In addition this Registration Statement also covers an indeterminate
     amount of interests offered or sold pursuant to the Employee
     Investment Plan of Grumman Corporation (the "Plan").
<F2> Estimated solely for purposes of calculating registration fee.
<F3> Registration fee has been calculated pursuant to Rule 457(h) based
     on the average of the high and low prices of the Northrop Grumman
     Corporation common stock on the New York Stock Exchange on
     August 15, 1994 of $43.3125 per share.

                                          Total Pages: 17                
                                        Exhibit Index: 12          <PAGE>
      PART I:  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information*

Item 2.   Registrant Information*
_________________

*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from the registration statement in accordance
     with the Note to Part I of Form S-8.


       PART II:  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by References

     The following documents filed by Northrop Grumman Corporation
("Northrop Grumman" or the "Company") and the Employee Investment Plan of
Grumman Corporation (the "Plan") with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993;

     (b)  The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1993;

     (c)  All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act, as amended (the "Exchange Act") since the
end of the fiscal year covered by the registrant document referred to in
(a) above.

     (d)  The description of the Company's common stock which is
contained in the Company's registration statement on Form 8-B dated
June 20, 1985 filed under the Exchange Act.

     (e)  All subsequent documents filed by the Company and the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference
from the date of filing such documents.


Item 4.   Description of Securities

     Not applicable.

Item 5.   Interests of Named Experts and Counsel

     Not applicable.






                                   -1-                             <PAGE>
Item 6.   Indemnification of Directors and Officers

     The Company provides for indemnification of directors, officers,
employees and agents of the Company to the fullest extent authorized by
Delaware Law.

     A.   Section 145 of the Delaware General Corporation Law provides:

     INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE (a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right
of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b)  A corporation may indemnify any person who was or is a party of
is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise against expense (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement
of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

     (c)  To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of




                                   -2-                             <PAGE>
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

     (d)  Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct
set forth in subsections (a) and (b) of this section.  Such determination
shall be made (1) by the board of directors by a majority vote of a
quorum consisting of directors who were not parties to such action, suit
or proceeding, or (2) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.

     (e)  Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the corporation as authorized in
this section.  Such expenses (including attorneys' fees) incurred by
other employees and agents may be so paid upon such terms and conditions,
if any, as the board of directors deems appropriate.

     (f)  The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.

     (g)  A corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under this section.

     (h)  For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was




                                   -3-                             <PAGE>
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position
under this section with respect to the resulting or surviving corporation
as he would have with respect to such constituent corporation if its
separate existence had continued.

     (i)  For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the
corporation shall include any service by a director, officer, employee or
agent of the corporation which imposes duties on, or involves services
by, such director, officer, employee, or agent with respect to an
employee benefit plan, its participants or beneficiaries; and a person
who acted in good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to the best
interests of the corporation" as referred to in this section.

     (j)  The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.

     B.   Article V of the Company's By-Laws provides:

     Section 5.01.  RIGHT TO INDEMNIFICATION.  Each person who was or is
made a party, or is threatened to be made a party, to any actual or
threatened action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (hereinafter a "proceeding"), by reason
of the fact that he or she is or was a director, officer, employee, or
agent of the Corporation (hereinafter an "indemnitee") shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended, or by other applicable law as then in effect,
against all expense, liability, and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties, and amounts paid in
settlement) actually and reasonably incurred or suffered by such
indemnitee in connection therewith.  Any person who was or is made a
party, or is threatened to be made a party, to any proceeding by reason
of the fact that he or she is or was serving at the request of an
executive officer of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to an employee benefit
plan, shall also be considered an indemnitee for the purpose of this
Article.  The right to indemnification provided by this Article shall
apply whether or not the basis of such proceeding is alleged action in an
official capacity as such director, officer, employee or agent or in any
other capacity while serving as such director officer, employee or agent. 
Notwithstanding anything in this Section 5.01  to the contrary, except as
provided in Section 5.03 of this Article with respect to proceedings to




                                   -4-                             <PAGE>
enforce rights to indemnification, the Corporation shall indemnify any
such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof)
was authorized by the Corporation.

     Section 5.02.  ADVANCEMENT OF EXPENSES.  (a) The right to
indemnification conferred in Section 5.01 shall include the right to have
the expenses incurred in defending or preparing for any such proceeding
in advance of the final disposition (hereinafter an "advancement of
expenses") paid by the Corporation; provided, however, that an
advancement of expenses incurred by an indemnitee in his or her capacity
as a director of officer (and not in any other capacity in which service
was or is to be rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking containing such terms and
conditions, including the requirement of security, as the Board of
Directors deems appropriate (hereinafter an "undertaking'), by or on
behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is
no further right to appeal that such indemnitee is not entitled to be
indemnified for such expenses under this Article or otherwise; and
provided, further, that an advancement of expenses shall not be made if
the Corporation's Board of Directors makes a good faith determination
that such payment would violate any applicable law.  The Corporation
shall not be obligated to advance fees and expenses to a director,
officer, employee or agent in connection with a proceeding instituted by
the Corporation against such person.  (b) Notwithstanding anything in
Section 5.02(a) to the contrary, the right of employees or agents to
advancement of expenses shall be at the discretion of the Board of
Directors and on such terms and conditions, including the requirement of
security, as the Board of Directors deems appropriate.  The Corporation
may, by action of its Board of Directors, authorize one or more executive
officers to grant rights for the advancement of expenses to employees and
agents of the Corporation on such terms and conditions as such officers
deem appropriate.

     Section 5.03.  RIGHT OF INDEMNITEE TO BRING SUIT.  If a claim under
Section 5.01 is not paid in full by the Corporation within sixty (60)
calendar days after a written claim has been received by the Corporation,
except in the case of a claim for an advancement of expenses under
Section 5.02 in which case the applicable period shall be thirty (30)
calendar days, the indemnitee may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim.  If
the indemnitee is successful in whole or in part in any such suit, the
indemnitee shall also be entitled to be paid the expense of prosecuting
or defending such suit.

     Section 5.04.  NONEXCLUSIVITY OF RIGHTS.  (a) The rights to
indemnification and to the advancement of expenses conferred in this
Article shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provisions of the
Certificate of Incorporation, Bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.  Notwithstanding any amendment to




                                   -5-                             <PAGE>
or repeal of this Article, any indemnitee shall be entitled to
indemnification in accordance with the provisions hereof with respect to
any acts or omissions of such indemnitee occurring prior to such
amendment or repeal.  (b) The Corporation may maintain insurance, at its
expense, to protect itself and any past or present director, officer,
employee, or agent of the Corporation or another corporation,
partnership, joint venture, trust, or other enterprise against any
expense, liability, or loss, whether or not the Corporation would have
the power to indemnify such person against such expense, liability, or
loss under the Delaware General Corporation Law.  The Corporation may
enter into contracts with any indemnitee in furtherance of the provisions
of this Article and may create a trust fund, grant a security interest or
use other means (including, without limitation, a letter of credit) to
ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article.  (c) The Corporation may
without reference to Sections 5.01 through 5.04(a) and (b) hereof, pay
the expenses, including attorneys' fees, incurred by any director,
officer, employee or agent of the Corporation who is subpoenaed,
interviewed or deposed as a witness or otherwise incurs expenses in
connection with any civil, arbitration, criminal, or administrative
proceeding or governmental or internal investigation to which the
Corporation is a party, target, or potentially a party or target, or of
any such individual who appears as a witness at any trial, proceeding or
hearing to which the Corporation is a party, if the Corporation
determines that such payments will benefit the Corporation and if, at the
time such expenses are incurred by such individual and paid by the
Corporation, such individual is not a party, and is not threatened to be
made a party, to such proceeding or investigation.

     C.   Indemnification Agreements:

     The Company provides indemnification agreements to all directors,
elected officers and certain other designated persons.  The
indemnification agreements are intended to provide indemnification to the
fullest extent authorized under Delaware and other applicable law.  The
indemnification agreements set out a procedure for determining compliance
with the applicable statutory standard of conduct.  A party to an
indemnification agreement will be presumed to have met the applicable
statutory standard of conduct unless the Company's Board of Directors,
stockholders or independent legal counsel determine that the relevant
standard has not been met.  Under Delaware law no such presumption
exists.  The indemnification agreements also require the Company to
advance litigation expenses at the request of an indemnified person in
advance of the final resolution of a proceeding, provided that such
person undertakes to repay such advances if it is ultimately determined
that he or she is not entitled to indemnification.  The indemnification
agreements broaden the scope of the Company's indemnification obligations
under the By-Laws and make the obligations expressly contractual.

     D.   Insurance:

     The Company maintains and pays the premiums on contracts insuring
(a) the Company (with certain exclusions) against any liability to




                                   -6-                             <PAGE>
directors and officers it may incur under the indemnity provisions set
forth in the By-Laws and individual indemnification agreements with
officers and directors and (b) insuring each director and officer of the
Company (with certain exclusions) against liability and expense,
including legal fees, which he or she may incur by reason of his
relationship to the Company, which cannot otherwise be indemnified by the
Company.

Item 7.   Exemption from Registration Claims

     Not applicable.

Item 8.   Exhibits

     Following is a list of Exhibits filed as part of this registration
statement:

          Exhibit
          Number              Description
          -------             -----------
          23.1      Consent of Deloitte & Touche LLP

          23.2      Consent of Arthur Andersen & Co.

          24.1      Power of Attorney

     An opinion of counsel (Exhibit No. 5) is not being filed since
(i) the securities being offered are not original issue securities and
(ii) the Plan is qualified under Section 401 of the Internal Revenue Code
and the Company hereby undertakes to submit or cause to be submitted to
the Internal Revenue Service in a timely manner all amendments necessary
to maintain the qualified status of the Plan, and to make all changes
required by the Internal Revenue Service to maintain the qualification of
the Plan.

Item 9.   Undertakings

     A.   The undersigned hereby undertakes:

          (1)  To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration
     statement:

               (i)   To include any prospectus required by
          Section 10(a)(3) of the Securities Act of 1933, as amended;

               (ii)  To reflect in the prospectus any facts or events
          arising after the effective date of the registration statement
          (or the most recent post-effective amendment thereof) which
          individually or in the aggregate, represent a fundamental
          change in the information set forth in this registration
          statement; and





                                   -7-                             <PAGE>
               (iii) To include any material information with respect to
          the plan of distribution not previously disclosed in the
          registration statement or any material change to such
          information in the registration statement;

     PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not
     apply if the registration statement is on Form S-3 or Form S-8, and
     the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed
     by the registrant pursuant to Section  13 or 15(d) of the Securities
     Exchange Act of 1934 that are incorporated by reference in the
     registration statement.

          (2)  That for the purpose of determining any liability under
     the Securities Act of 1933, each such post-effective amendment shall
     be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering
     thereof.

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold
     at the termination of the offering.

     B.   The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

     C.   Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or 
proceeding) is asserted by a director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy
as expressed in the Securities Act of 1933 and will be governed by final
adjudication of such issue.





                                   -8-                             <PAGE>

                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, in the capacities indicated, thereunto duly authorized, in
the City of Los Angeles, State of California, on this 18th day of August,
1994.


                         NORTHROP GRUMMAN CORPORATION



                         By  /s/ Sheila M. Gibbons             
                            ------------------------------------
                                 Sheila M. Gibbons
                         Corporate Vice President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.


   Signature                     Title                  Date  
   ---------                     -----                  ----


Kent Kresa*               Chairman of the Board,     August 18, 1994
- ---------------------     President and Chief
Kent Kresa                Executive Officer and
                          Director (Principal
                          Executive Officer)


Oliver C. Boileau, Jr.*   Director                   August 18, 1994
- ---------------------
Oliver C. Boileau, Jr.


Jack R. Borsting*         Director                   August 18, 1994
- ---------------------
Jack R. Borsting


Renso L. Caporali*        Director                   August 18, 1994
- ---------------------
Renso L. Caporali







                                   -9-                             <PAGE>

John T. Chain, Jr.*       Director                   August 18, 1994
- ---------------------
John T. Chain, Jr.


Jack Edwards*             Director                   August 18, 1994
- ---------------------
Jack Edwards


Barbara C. Jordan*        Director                   August 18, 1994
- ---------------------
Barbara C. Jordan


Aulana L. Peters*         Director                   August 18, 1994
- ---------------------
Aulana L. Peters


John E. Robson*           Director                   August 18, 1994
- ---------------------
John E. Robson


Richard R. Rosenberg*     Director                   August 18, 1994
- ---------------------
Richard R. Rosenberg


William F. Schmied*       Director                   August 18, 1994
- ---------------------
William F. Schmied


Brent Scowcroft*          Director                   August 18, 1994
- ---------------------
Brent Scowcroft


John Brooks Slaughter*    Director                   August 18, 1994
- ---------------------
John Brooks Slaughter


Wallace C. Solberg*       Director                   August 18, 1994
- ---------------------
Wallace C. Solberg


Richard J. Stegemeier*    Director                   August 18, 1994
- ---------------------
Richard J. Stegemeier


                                   -10-                            <PAGE>


Richard B. Waugh, Jr.*    Corporate Vice President   August 18, 1994
- ---------------------     and Chief Financial
Richard B. Waugh, Jr.     Officer (Principal
                          Financial Officer)


Nelson F. Gibbs*          Corporate Vice President   August 18, 1994
- ---------------------     and Controller (Principal
Nelson F. Gibbs           Accounting Officer)



*By: /s/ Sheila M. Gibbons              
    ----------------------------------------
         Sheila M. Gibbons, Attorney-in-Fact
         pursuant to a power of attorney


     Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, 
State of California, on August 18, 1994.

                         EMPLOYEE INVESTMENT PLAN OF GRUMMAN CORPORATION

                         By:  Investment Plan Committee

                              By: /s/ Rose Mary Abelson            
                                 ---------------------------------
                                      Rose Mary Abelson

                              Title: Member of Investment Plan Committee





















                                   -11-                            <PAGE>

                            INDEX TO EXHIBITS



                                                            Sequentially
Exhibit                                                     Numbered
Index                                                       Page
- -------                                                     ------------

 23.1          Consent of Deloitte & Touche LLP                13

 23.2          Consent of Arthur Andersen & Co.                14

 24.1          Power of Attorney                               15











































                                   -12-                            <PAGE>
                      INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Registration
Statement of Northrop Grumman Corporation on Form S-8 of our report dated
February 1, 1994, appearing in the Annual Report on Form 10-K of Northrop
Corporation (now named Northrop Grumman Corporation) for each of the five
years in the period ended December 31, 1993.




DELOITTE & TOUCHE LLP
Los Angeles, California
August 16, 1994






































                               EXHIBIT 23.1



                                   -13-                            <PAGE>
                CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of (i) our report dated
January 20, 1994 to the board of directors and shareholders of Grumman
Corporation and subsidiaries included in or incorporated by reference in
Grumman Corporation's Annual Report on Form 10-K for the year ended
December 31, 1993; and (ii) our report to the Trustees of the Employee
Investment Plan of Grumman Corporation (the "Plan"), dated August 8, 1994
on the financial statements and schedules of the Plan included in the
Plan's Annual Report on Form 11-K for the year ended December 31, 1993.




ARTHUR ANDERSEN & CO.
New York, New York
August 16, 1994


































                               EXHIBIT 23.2



                                   -14-                            <PAGE>
                            POWER OF ATTORNEY
               Filing of Registration Statement on Form S-8


KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of NORTHROP GRUMMAN CORPORATION, a Delaware corporation (the
"Company"), nominate, constitute and appoint RICHARD R. MOLLEUR and
SHEILA M. GIBBONS, and each of them, acting or signing singly, as his or
her agents and attorneys-in-fact, in his or her respective name and in
the capacity indicated below to execute and/or file (1) a registration
statement on Form S-8 under the Securities Act of 1933, as amended (the
"Act"), in connection with the registration under the Act of shares of
the common stock of the Company which are proposed to be acquired by
participants of the Grumman Employee Investment Plan under the Employee
Investment Plan of Grumman Corporation; and (2) any one or more
amendments to any part of the foregoing registration statement, including
any post-effective amendments or appendices or supplements that may be
required to be filed under the Act to keep such registration statement
effective or to terminate its effectiveness (including the financial
statements, prospectus, schedules and all exhibits and other documents
filed therewith or constituting a part thereof).

Further, the undersigned do hereby authorize and direct the said agentsand
attorneys-in-fact to take any and all actions and execute and file
any and all documents with the Securities and Exchange Commission (the
"SEC"), or State Regulatory Agency, necessary, proper or convenient in
their opinion to comply with the Act and the rules and regulations or
orders of the SEC, or State Regulatory Agency, adopted or issued pursuant
thereto, including the making of any requests for acceleration of the
effective date of said registration statement, to the end that the
registration statement of the Company shall become effective under the
Act and any other applicable law.

Finally, each of the undersigned does hereby ratify, confirm and approve
each and every act and document which the said appointment agents and
attorneys-in-fact may take, execute or file pursuant thereto with the
same force and effect as though such action had been taken or such
document had been executed or filed by the undersigned, respectively.

This Power of Attorney shall remain in full force and effect until
revoked or superseded by written notice filed with the SEC.













                               EXHIBIT 24.1

                                   -15-                            <PAGE>


IN WITNESS WHEREOF, each of the undersigned has subscribed these presents
this 17th day of August, 1994.


/s/ Kent Kresa                        Chairman of the Board,
- ---------------------------           President and Chief Executive
Kent Kresa                            Officer and Director
                                      (Principal Executive Officer)


/s/ Oliver C. Boileau, Jr.            Director
- ---------------------------
Oliver C. Boileau, Jr.


/s/ Jack R. Borsting                  Director
- ---------------------------
Jack R. Borsting


/s/ Renso L. Caporali                 Director
- ---------------------------
Renso L. Caporali

/s/ John T. Chain, Jr.                Director
- ---------------------------
John T. Chain, Jr.


/s/ Jack Edwards                      Director
- ---------------------------
Jack Edwards


/s/ Barbara C. Jordan                 Director
- ---------------------------
Barbara C. Jordan


/s/ Aulana L. Peters                  Director
- ---------------------------
Aulana L. Peters


/s/ John E. Robson                    Director
- ---------------------------
John E. Robson
                               





                               EXHIBIT 24.1

                                   -16-                            <PAGE>


/s/ Richard M. Rosenberg              Director
- ---------------------------
Richard M. Rosenberg


/s/ William F. Schmied                Director
- ---------------------------
William F. Schmied


/s/ Brent Scowcroft                   Director
- ---------------------------
Brent Scowcroft


/s/ John Brooks Slaughter             Director
- ---------------------------
John Brooks Slaughter


/s/ Wallace C. Solberg                Director
- ---------------------------
Wallace C. Solberg

/s/ Richard J. Stegemeier             Director
- ---------------------------
Richard J. Stegemeier


/s/ Richard B, Waugh, Jr.             Corporate Vice President and
- ---------------------------           Chief Financial Officer
Richard B. Waugh, Jr.                 (Principal Financial Officer)


/s/ Nelson F. Gibbs                   Corporate Vice President and
- ---------------------------           Controller (Principal
Nelson F. Gibbs                       Accounting Officer)
















                               EXHIBIT 24.1

                                   -17-                            <PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 38730}]
{"company-data": {"conformed-name": "NORTHROP CORP", "cik": "0000072945", "assigned-sic": "3721", "irs-number": "951055798", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55141", "film-number": "94544944"}, "business-address": {"street1": "1840 CENTURY PARK EAST", "city": "LOS ANGELES", "state": "CA", "zip": "90067", "phone": "2135536262"}, "former-company": {"former-conformed-name": "NORTHROP AIRCRAFT INC", "date-changed": "19711109"}}
As filed with the Securities and Exchange Commission on August 18, 1994
                                               Registration No. 33-      
                    SECURITIES AND EXCHANGE COMMISSION              -----
                          WASHINGTON, D.C. 20549
                                ----------
                                 FORM S-8
                          REGISTRATION STATEMENT
                                  Under
                        The Securities Act of 1933
                                ----------
                       NORTHROP GRUMMAN CORPORATION
          (Exact name of registrant as specified in its charter)

                Delaware                           95-1065798
         (State of Incorporation)   (I.R.S. Employer Identification No.)

          1840 Century Park East, Los Angeles, California 90067
                 (Address of Principal Executive Offices)

             Employee Investment Plan of Grumman Corporation
                         (Full Title of the Plan)
                                ----------
                            Sheila M. Gibbons
                  Corporate Vice President and Secretary
                       Northrop Grumman Corporation
                          1840 Century Park East
                      Los Angeles, California  90067
                 (Name and Address of Agent for Service)

                              (310) 553-6262
                 (Telephone number of Agent for Service)
                                ----------
                     CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------
Title of       Amount To Be  Proposed     Proposed      Amount of
Securities To  Registered    Maximum      Maximum       Registration
Be Registered                Offering     Aggregate     Fee
                             Price Per    Offering
                             Share        Price

Common         3,300,000     $43.3125     $142,931,250  $49,287
Stock,
Shares
par value
$1.00 per
share

[FN]
In addition this Registration Statement also covers an indeterminate
     amount of interests offered or sold pursuant to the Employee
     Investment Plan of Grumman Corporation (the "Plan").
Estimated solely for purposes of calculating registration fee.
Registration fee has been calculated pursuant to Rule 457(h) based
     on the average of the high and low prices of the Northrop Grumman
     Corporation common stock on the New York Stock Exchange on
     August 15, 1994 of $43.3125 per share.

                                          Total Pages: 17                
                                        Exhibit Index: 12
PART I:  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information*

Item 2.   Registrant Information*
_________________

*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from the registration statement in accordance
     with the Note to Part I of Form S-8.

       PART II:  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by References

     The following documents filed by Northrop Grumman Corporation
("Northrop Grumman" or the "Company") and the Employee Investment Plan of
Grumman Corporation (the "Plan") with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993;

     (b)  The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1993;

     (c)  All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act, as amended (the "Exchange Act") since the
end of the fiscal year covered by the registrant document referred to in
(a) above.

     (d)  The description of the Company's common stock which is
contained in the Company's registration statement on Form 8-B dated
June 20, 1985 filed under the Exchange Act.

     (e)  All subsequent documents filed by the Company and the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference
from the date of filing such documents.

Item 4.   Description of Securities

     Not applicable.

Item 5.   Interests of Named Experts and Counsel

     Not applicable.

                                   -1-
Item 6.   Indemnification of Directors and Officers

     The Company provides for indemnification of directors, officers,
employees and agents of the Company to the fullest extent authorized by
Delaware Law.

     A.   Section 145 of the Delaware General Corporation Law provides:

     INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE (a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right
of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b)  A corporation may indemnify any person who was or is a party of
is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise against expense (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement
of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

     (c)  To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of

                                   -2-
any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

     (d)  Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct
set forth in subsections (a) and (b) of this section.  Such determination
shall be made (1) by the board of directors by a majority vote of a
quorum consisting of directors who were not parties to such action, suit
or proceeding, or (2) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.

     (e)  Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the corporation as authorized in
this section.  Such expenses (including attorneys' fees) incurred by
other employees and agents may be so paid upon such terms and conditions,
if any, as the board of directors deems appropriate.

     (f)  The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.

     (g)  A corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under this section.

     (h)  For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was

                                   -3-
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position
under this section with respect to the resulting or surviving corporation
as he would have with respect to such constituent corporation if its
separate existence had continued.

     (i)  For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the
corporation shall include any service by a director, officer, employee or
agent of the corporation which imposes duties on, or involves services
by, such director, officer, employee, or agent with respect to an
employee benefit plan, its participants or beneficiaries; and a person
who acted in good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to the best
interests of the corporation" as referred to in this section.

     (j)  The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.

     B.   Article V of the Company's By-Laws provides:

     Section 5.01.  RIGHT TO INDEMNIFICATION.  Each person who was or is
made a party, or is threatened to be made a party, to any actual or
threatened action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (hereinafter a "proceeding"), by reason
of the fact that he or she is or was a director, officer, employee, or
agent of the Corporation (hereinafter an "indemnitee") shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended, or by other applicable law as then in effect,
against all expense, liability, and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties, and amounts paid in
settlement) actually and reasonably incurred or suffered by such
indemnitee in connection therewith.  Any person who was or is made a
party, or is threatened to be made a party, to any proceeding by reason
of the fact that he or she is or was serving at the request of an
executive officer of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to an employee benefit
plan, shall also be considered an indemnitee for the purpose of this
Article.  The right to indemnification provided by this Article shall
apply whether or not the basis of such proceeding is alleged action in an
official capacity as such director, officer, employee or agent or in any
other capacity while serving as such director officer, employee or agent. 
Notwithstanding anything in this Section 5.01  to the contrary, except as
provided in Section 5.03 of this Article with respect to proceedings to

                                   -4-
enforce rights to indemnification, the Corporation shall indemnify any
such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof)
was authorized by the Corporation.

     Section 5.02.  ADVANCEMENT OF EXPENSES.  (a) The right to
indemnification conferred in Section 5.01 shall include the right to have
the expenses incurred in defending or preparing for any such proceeding
in advance of the final disposition (hereinafter an "advancement of
expenses") paid by the Corporation; provided, however, that an
advancement of expenses incurred by an indemnitee in his or her capacity
as a director of officer (and not in any other capacity in which service
was or is to be rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking containing such terms and
conditions, including the requirement of security, as the Board of
Directors deems appropriate (hereinafter an "undertaking'), by or on
behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is
no further right to appeal that such indemnitee is not entitled to be
indemnified for such expenses under this Article or otherwise; and
provided, further, that an advancement of expenses shall not be made if
the Corporation's Board of Directors makes a good faith determination
that such payment would violate any applicable law.  The Corporation
shall not be obligated to advance fees and expenses to a director,
officer, employee or agent in connection with a proceeding instituted by
the Corporation against such person.  (b) Notwithstanding anything in
Section 5.02(a) to the contrary, the right of employees or agents to
advancement of expenses shall be at the discretion of the Board of
Directors and on such terms and conditions, including the requirement of
security, as the Board of Directors deems appropriate.  The Corporation
may, by action of its Board of Directors, authorize one or more executive
officers to grant rights for the advancement of expenses to employees and
agents of the Corporation on such terms and conditions as such officers
deem appropriate.

     Section 5.03.  RIGHT OF INDEMNITEE TO BRING SUIT.  If a claim under
Section 5.01 is not paid in full by the Corporation within sixty (60)
calendar days after a written claim has been received by the Corporation,
except in the case of a claim for an advancement of expenses under
Section 5.02 in which case the applicable period shall be thirty (30)
calendar days, the indemnitee may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim.  If
the indemnitee is successful in whole or in part in any such suit, the
indemnitee shall also be entitled to be paid the expense of prosecuting
or defending such suit.

     Section 5.04.  NONEXCLUSIVITY OF RIGHTS.  (a) The rights to
indemnification and to the advancement of expenses conferred in this
Article shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provisions of the
Certificate of Incorporation, Bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.  Notwithstanding any amendment to

                                   -5-
or repeal of this Article, any indemnitee shall be entitled to
indemnification in accordance with the provisions hereof with respect to
any acts or omissions of such indemnitee occurring prior to such
amendment or repeal.  (b) The Corporation may maintain insurance, at its
expense, to protect itself and any past or present director, officer,
employee, or agent of the Corporation or another corporation,
partnership, joint venture, trust, or other enterprise against any
expense, liability, or loss, whether or not the Corporation would have
the power to indemnify such person against such expense, liability, or
loss under the Delaware General Corporation Law.  The Corporation may
enter into contracts with any indemnitee in furtherance of the provisions
of this Article and may create a trust fund, grant a security interest or
use other means (including, without limitation, a letter of credit) to
ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article.  (c) The Corporation may
without reference to Sections 5.01 through 5.04(a) and (b) hereof, pay
the expenses, including attorneys' fees, incurred by any director,
officer, employee or agent of the Corporation who is subpoenaed,
interviewed or deposed as a witness or otherwise incurs expenses in
connection with any civil, arbitration, criminal, or administrative
proceeding or governmental or internal investigation to which the
Corporation is a party, target, or potentially a party or target, or of
any such individual who appears as a witness at any trial, proceeding or
hearing to which the Corporation is a party, if the Corporation
determines that such payments will benefit the Corporation and if, at the
time such expenses are incurred by such individual and paid by the
Corporation, such individual is not a party, and is not threatened to be
made a party, to such proceeding or investigation.

     C.   Indemnification Agreements:

     The Company provides indemnification agreements to all directors,
elected officers and certain other designated persons.  The
indemnification agreements are intended to provide indemnification to the
fullest extent authorized under Delaware and other applicable law.  The
indemnification agreements set out a procedure for determining compliance
with the applicable statutory standard of conduct.  A party to an
indemnification agreement will be presumed to have met the applicable
statutory standard of conduct unless the Company's Board of Directors,
stockholders or independent legal counsel determine that the relevant
standard has not been met.  Under Delaware law no such presumption
exists.  The indemnification agreements also require the Company to
advance litigation expenses at the request of an indemnified person in
advance of the final resolution of a proceeding, provided that such
person undertakes to repay such advances if it is ultimately determined
that he or she is not entitled to indemnification.  The indemnification
agreements broaden the scope of the Company's indemnification obligations
under the By-Laws and make the obligations expressly contractual.

     D.   Insurance:

     The Company maintains and pays the premiums on contracts insuring
(a) the Company (with certain exclusions) against any liability to

                                   -6-
directors and officers it may incur under the indemnity provisions set
forth in the By-Laws and individual indemnification agreements with
officers and directors and (b) insuring each director and officer of the
Company (with certain exclusions) against liability and expense,
including legal fees, which he or she may incur by reason of his
relationship to the Company, which cannot otherwise be indemnified by the
Company.

Item 7.   Exemption from Registration Claims

     Not applicable.

Item 8.   Exhibits

     Following is a list of Exhibits filed as part of this registration
statement:

          Exhibit
          Number              Description
          -------             -----------
          23.1      Consent of Deloitte & Touche LLP

          23.2      Consent of Arthur Andersen & Co.

          24.1      Power of Attorney

     An opinion of counsel (Exhibit No. 5) is not being filed since
(i) the securities being offered are not original issue securities and
(ii) the Plan is qualified under Section 401 of the Internal Revenue Code
and the Company hereby undertakes to submit or cause to be submitted to
the Internal Revenue Service in a timely manner all amendments necessary
to maintain the qualified status of the Plan, and to make all changes
required by the Internal Revenue Service to maintain the qualification of
the Plan.

Item 9.   Undertakings

     A.   The undersigned hereby undertakes:

          (1)  To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration
     statement:

               (i)   To include any prospectus required by
          Section 10(a)(3) of the Securities Act of 1933, as amended;

               (ii)  To reflect in the prospectus any facts or events
          arising after the effective date of the registration statement
          (or the most recent post-effective amendment thereof) which
          individually or in the aggregate, represent a fundamental
          change in the information set forth in this registration
          statement; and

                                   -7-
(iii) To include any material information with respect to
          the plan of distribution not previously disclosed in the
          registration statement or any material change to such
          information in the registration statement;

     PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not
     apply if the registration statement is on Form S-3 or Form S-8, and
     the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed
     by the registrant pursuant to Section  13 or 15(d) of the Securities
     Exchange Act of 1934 that are incorporated by reference in the
     registration statement.

          (2)  That for the purpose of determining any liability under
     the Securities Act of 1933, each such post-effective amendment shall
     be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering
     thereof.

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold
     at the termination of the offering.

     B.   The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

     C.   Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or 
proceeding) is asserted by a director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy
as expressed in the Securities Act of 1933 and will be governed by final
adjudication of such issue.

                                   -8-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, in the capacities indicated, thereunto duly authorized, in
the City of Los Angeles, State of California, on this 18th day of August,
1994.

                         NORTHROP GRUMMAN CORPORATION

                         By  /s/ Sheila M. Gibbons             
                            ------------------------------------
                                 Sheila M. Gibbons
                         Corporate Vice President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

   Signature                     Title                  Date  
   ---------                     -----                  ----

Kent Kresa*               Chairman of the Board,     August 18, 1994
- ---------------------     President and Chief
Kent Kresa                Executive Officer and
                          Director (Principal
                          Executive Officer)

Oliver C. Boileau, Jr.*   Director                   August 18, 1994
- ---------------------
Oliver C. Boileau, Jr.

Jack R. Borsting*         Director                   August 18, 1994
- ---------------------
Jack R. Borsting

Renso L. Caporali*        Director                   August 18, 1994
- ---------------------
Renso L. Caporali

                                   -9-
John T. Chain, Jr.*       Director                   August 18, 1994
- ---------------------
John T. Chain, Jr.

Jack Edwards*             Director                   August 18, 1994
- ---------------------
Jack Edwards

Barbara C. Jordan*        Director                   August 18, 1994
- ---------------------
Barbara C. Jordan

Aulana L. Peters*         Director                   August 18, 1994
- ---------------------
Aulana L. Peters

John E. Robson*           Director                   August 18, 1994
- ---------------------
John E. Robson

Richard R. Rosenberg*     Director                   August 18, 1994
- ---------------------
Richard R. Rosenberg

William F. Schmied*       Director                   August 18, 1994
- ---------------------
William F. Schmied

Brent Scowcroft*          Director                   August 18, 1994
- ---------------------
Brent Scowcroft

John Brooks Slaughter*    Director                   August 18, 1994
- ---------------------
John Brooks Slaughter

Wallace C. Solberg*       Director                   August 18, 1994
- ---------------------
Wallace C. Solberg

Richard J. Stegemeier*    Director                   August 18, 1994
- ---------------------
Richard J. Stegemeier

                                   -10-
Richard B. Waugh, Jr.*    Corporate Vice President   August 18, 1994
- ---------------------     and Chief Financial
Richard B. Waugh, Jr.     Officer (Principal
                          Financial Officer)

Nelson F. Gibbs*          Corporate Vice President   August 18, 1994
- ---------------------     and Controller (Principal
Nelson F. Gibbs           Accounting Officer)

*By: /s/ Sheila M. Gibbons              
    ----------------------------------------
         Sheila M. Gibbons, Attorney-in-Fact
         pursuant to a power of attorney

     Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, 
State of California, on August 18, 1994.

                         EMPLOYEE INVESTMENT PLAN OF GRUMMAN CORPORATION

                         By:  Investment Plan Committee

                              By: /s/ Rose Mary Abelson            
                                 ---------------------------------
                                      Rose Mary Abelson

                              Title: Member of Investment Plan Committee

                                   -11-
INDEX TO EXHIBITS

                                                            Sequentially
Exhibit                                                     Numbered
Index                                                       Page
- -------                                                     ------------

 23.1          Consent of Deloitte & Touche LLP                13

 23.2          Consent of Arthur Andersen & Co.                14

 24.1          Power of Attorney                               15

                                   -12-
INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration
Statement of Northrop Grumman Corporation on Form S-8 of our report dated
February 1, 1994, appearing in the Annual Report on Form 10-K of Northrop
Corporation (now named Northrop Grumman Corporation) for each of the five
years in the period ended December 31, 1993.

DELOITTE & TOUCHE LLP
Los Angeles, California
August 16, 1994

                               EXHIBIT 23.1

                                   -13-
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of (i) our report dated
January 20, 1994 to the board of directors and shareholders of Grumman
Corporation and subsidiaries included in or incorporated by reference in
Grumman Corporation's Annual Report on Form 10-K for the year ended
December 31, 1993; and (ii) our report to the Trustees of the Employee
Investment Plan of Grumman Corporation (the "Plan"), dated August 8, 1994
on the financial statements and schedules of the Plan included in the
Plan's Annual Report on Form 11-K for the year ended December 31, 1993.

ARTHUR ANDERSEN & CO.
New York, New York
August 16, 1994

                               EXHIBIT 23.2

                                   -14-
POWER OF ATTORNEY
               Filing of Registration Statement on Form S-8

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of NORTHROP GRUMMAN CORPORATION, a Delaware corporation (the
"Company"), nominate, constitute and appoint RICHARD R. MOLLEUR and
SHEILA M. GIBBONS, and each of them, acting or signing singly, as his or
her agents and attorneys-in-fact, in his or her respective name and in
the capacity indicated below to execute and/or file (1) a registration
statement on Form S-8 under the Securities Act of 1933, as amended (the
"Act"), in connection with the registration under the Act of shares of
the common stock of the Company which are proposed to be acquired by
participants of the Grumman Employee Investment Plan under the Employee
Investment Plan of Grumman Corporation; and (2) any one or more
amendments to any part of the foregoing registration statement, including
any post-effective amendments or appendices or supplements that may be
required to be filed under the Act to keep such registration statement
effective or to terminate its effectiveness (including the financial
statements, prospectus, schedules and all exhibits and other documents
filed therewith or constituting a part thereof).

Further, the undersigned do hereby authorize and direct the said agentsand
attorneys-in-fact to take any and all actions and execute and file
any and all documents with the Securities and Exchange Commission (the
"SEC"), or State Regulatory Agency, necessary, proper or convenient in
their opinion to comply with the Act and the rules and regulations or
orders of the SEC, or State Regulatory Agency, adopted or issued pursuant
thereto, including the making of any requests for acceleration of the
effective date of said registration statement, to the end that the
registration statement of the Company shall become effective under the
Act and any other applicable law.

Finally, each of the undersigned does hereby ratify, confirm and approve
each and every act and document which the said appointment agents and
attorneys-in-fact may take, execute or file pursuant thereto with the
same force and effect as though such action had been taken or such
document had been executed or filed by the undersigned, respectively.

This Power of Attorney shall remain in full force and effect until
revoked or superseded by written notice filed with the SEC.

                               EXHIBIT 24.1

                                   -15-
IN WITNESS WHEREOF, each of the undersigned has subscribed these presents
this 17th day of August, 1994.

/s/ Kent Kresa                        Chairman of the Board,
- ---------------------------           President and Chief Executive
Kent Kresa                            Officer and Director
                                      (Principal Executive Officer)

/s/ Oliver C. Boileau, Jr.            Director
- ---------------------------
Oliver C. Boileau, Jr.

/s/ Jack R. Borsting                  Director
- ---------------------------
Jack R. Borsting

/s/ Renso L. Caporali                 Director
- ---------------------------
Renso L. Caporali

/s/ John T. Chain, Jr.                Director
- ---------------------------
John T. Chain, Jr.

/s/ Jack Edwards                      Director
- ---------------------------
Jack Edwards

/s/ Barbara C. Jordan                 Director
- ---------------------------
Barbara C. Jordan

/s/ Aulana L. Peters                  Director
- ---------------------------
Aulana L. Peters

/s/ John E. Robson                    Director
- ---------------------------
John E. Robson
                               

                               EXHIBIT 24.1

                                   -16-
/s/ Richard M. Rosenberg              Director
- ---------------------------
Richard M. Rosenberg

/s/ William F. Schmied                Director
- ---------------------------
William F. Schmied

/s/ Brent Scowcroft                   Director
- ---------------------------
Brent Scowcroft

/s/ John Brooks Slaughter             Director
- ---------------------------
John Brooks Slaughter

/s/ Wallace C. Solberg                Director
- ---------------------------
Wallace C. Solberg

/s/ Richard J. Stegemeier             Director
- ---------------------------
Richard J. Stegemeier

/s/ Richard B, Waugh, Jr.             Corporate Vice President and
- ---------------------------           Chief Financial Officer
Richard B. Waugh, Jr.                 (Principal Financial Officer)

/s/ Nelson F. Gibbs                   Corporate Vice President and
- ---------------------------           Controller (Principal
Nelson F. Gibbs                       Accounting Officer)

                               EXHIBIT 24.1

                                   -17-