As filed with the Securities and Exchange Commission on August 7, 2003

                                                Registration No. 333-_________

                                  UNITED STATES
                       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                                               95-4840775
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

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

                             -------------------

       NORTHROP GRUMMAN CORPORATION 2001 LONG-TERM INCENTIVE STOCK PLAN
                            (Full Title of the Plan)

                             -------------------

                             John H. Mullan, Esq.
      Corporate Vice President, Secretary and Associate General Counsel
                          Northrop Grumman Corporation
                             1840 Century Park East
                          Los Angeles, California 90067
                                 (310) 553-6262
    (Name, Address and Telephone Number, Including Area Code, of Agent For
                                    Service)

                             -------------------



<PAGE>


                         CALCULATION OF REGISTRATION FEE
                         -------------------------------

                  Amount To Be     Proposed        Proposed
 Title of Each     Registered       Maximum         Maximum       Amount of
    Class of                    Offering Price     Aggregate     Registration
 Securities To                     Per Share    Offering Price       Fee
 Be Registered
-------------------------------------------------------------------------------
Common Stock,      17,000,000     $90.66 (3)    $141,220,000(3)  $124,684.70(3)
par value $1.00  shares (1)(2)
per share (1)(2)
-------------------------------------------------------------------------------

(1)   Each share of Common Stock, par value $1.00 per share, of Northrop Grumman
      Corporation  (the  "Company") is accompanied by a preferred share purchase
      right ("Right")  issuable pursuant to the Company's Rights Agreement dated
      January 31, 2001.

(2)   This Registration Statement covers, in addition to the number of shares of
      Common Stock stated above, options and other rights to purchase or acquire
      the shares of Common Stock covered by the Prospectus and, pursuant to Rule
      416(c)  under the  Securities  Act of 1933,  as amended  (the  "Securities
      Act"), an additional  indeterminate  number of shares,  options and rights
      which by  reason of  certain  events  specified  in the  Northrop  Grumman
      Corporation 2001 Long-Term  Incentive Stock Plan (the "Plan"),  may become
      subject to the Plan.

(3)   Pursuant to Rule 457(h),  the maximum offering price, per share and in the
      aggregate, and the registration fee were calculated based upon the average
      of the high and low  prices of the  Common  Stock on August  6,  2003,  as
      reported on the New York Stock Exchange.






                                      -2-
<PAGE>



                      REGISTRATION OF ADDITIONAL SECURITIES

            In  accordance  with  General  Instruction  E of Form S-8,  Northrop
Grumman  Corporation  (the  "Registrant")  is registering  additional  shares of
common stock pursuant to the Northrop  Grumman  Corporation 2001 Long-Term Stock
Incentive  Plan  (the  "Plan").   The  Registrant  currently  has  an  effective
registration  statement filed on Form S-8 relating to the Plan which  registered
securities of the same class as those being  registered  herewith filed with the
Securities   and  Exchange   Commission  on  August  10,  2001.  The  Registrant
incorporates  by  reference  that  registration  statement on Form S-8 (File No.
333-67266), which is made a part hereof.

            On  March  19,  2003,  the  Board  of  Directors  of the  Registrant
authorized  an  amendment to the Plan to increase the number of shares of Common
Stock  covered by the Plan to  25,000,000.  This  amendment  was approved by the
shareholders of the Registrant at its annual meeting on May 21, 2003.  8,000,000
shares  that  were  previously  authorized  to be  issued  under  the Plan  were
registered in the prior  registration  statement.  This  registration  statement
registers the  additional  17,000,000  shares  authorized to be issued under the
Plan.




                                      -3-
<PAGE>



                                    EXHIBITS
Exhibit
 Number                      Description of Exhibit
-------                      ----------------------

4.1            Northrop Grumman Corporation 2001 Long-Term Incentive Stock
               Plan, as amended (incorporated by reference to Exhibit B to the
               Definitive Proxy Statement filed April 4, 2003).

4.2            Restated Certificate of Incorporation of Northrop Grumman
               Corporation (incorporated by reference to Exhibit C to the
               Definitive Proxy Statement filed April 4, 2003).

4.3            Certificate of  Designations,  Preferences and Rights of Series B
               Preferred Stock of Northrop Grumman Corporation  (incorporated by
               reference to Exhibit C to the Definitive  Proxy  Statement  filed
               April 13, 2001).

4.4            Bylaws of Northrop Grumman Corporation (incorporated by
               reference to Exhibit 3.B to the Form 10-K filed March 24, 2003).

4.5            Rights Agreement dated as of January 31, 2001 between Northrop
               Grumman Corporation and EquiServe Trust Company, N.A.
               (incorporated by reference to Exhibit 4.3 to Amendment No. 2 to
               Form S-4 Registration Statement No. 333-54800 filed March 27,
               2001).

5              Opinion of John H. Mullan, Esq. regarding the validity of the
               securities being registered.

15             Letter from Independent Accountants Regarding Unaudited Interim
               Financial Information.

23.1           Consent of Deloitte & Touche LLP.

23.2           Consent of John H. Mullan, Esq. (included in Exhibit 5).

24             Power of Attorney.







                                      -4-
<PAGE>



                                   SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  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,  thereunto  duly
authorized, in the City of Los Angeles, State of California, on August 6, 2003.

                                    NORTHROP GRUMMAN CORPORATION


                                    By:  /s/ John H. Mullan
                                         -------------------
                                         John H. Mullan
                                         Corporate Vice President,
                                         Secretary and Associate General Counsel

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

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

            *                     President, Chief Executive  August 6, 2003
------------------------------    Officer and Director
Ronald D. Sugar                   (Principal Executive
                                  Officer)

            *                     Corporate Vice President    August 6, 2003
------------------------------    and Chief Financial
Richard B. Waugh, Jr.             Officer (Principal
                                  Financial Officer)

            *                     Corporate Vice President    August 6, 2003
------------------------------    and Controller (Principal
Sandra J. Wright                  Accounting Officer)

            *                     Chairman of the Board       August 6, 2003
------------------------------
Kent Kresa

            *                     Director                    August 6, 2003
------------------------------
John T. Chain, Jr.

            *                     Director                    August 6, 2003
------------------------------
Lewis W. Coleman

            *                     Director                    August 6, 2003
------------------------------
Vic Fazio

            *                     Director                    August 6, 2003
------------------------------
Phillip Frost



                                      -5-
<PAGE>

            *                     Director                    August 6, 2003
------------------------------
Charles R. Larson

            *                     Director                    August 6, 2003
------------------------------
Charles H. Noski

            *                     Director                    August 6, 2003
------------------------------
Jay R. Nussbaum

            *                     Director                    August 6, 2003
------------------------------
Philip A. Odeen

            *                     Director                    August 6, 2003
------------------------------
Aulana L. Peters

            *                     Director                    August 6, 2003
------------------------------
John Brooks Slaughter


* By:   /s/ John H. Mullan
       -----------------------------
       John H. Mullan,
       Attorney-in-Fact
       August 6, 2003








                                      -6-
<PAGE>



                                  EXHIBIT INDEX


Exhibit
 Number                      Description of Exhibit
-------                      ----------------------

4.1            Northrop Grumman Corporation 2001 Long-Term Incentive Stock
               Plan, as amended (incorporated by reference to Exhibit B to the
               Definitive Proxy Statement filed April 4, 2003).

4.2            Restated Certificate of Incorporation of Northrop Grumman
               Corporation (incorporated by reference to Exhibit C to the
               Definitive Proxy Statement filed April 4, 2003).

4.3            Certificate of  Designations,  Preferences and Rights of Series B
               Preferred Stock of Northrop Grumman Corporation  (incorporated by
               reference to Exhibit C to the Definitive  Proxy  Statement  filed
               April 13, 2001).

4.4            Bylaws of Northrop Grumman Corporation (incorporated by
               reference to Exhibit 3.B to the Form 10-K filed March 24, 2003).

4.5            Rights Agreement dated as of January 31, 2001 between Northrop
               Grumman Corporation and EquiServe Trust Company, N.A.
               (incorporated by reference to Exhibit 4.3 to Amendment No. 2 to
               Form S-4 Registration Statement No. 333-54800 filed March 27,
               2001).

5              Opinion of John H. Mullan, Esq. regarding the validity of the
               securities being registered.

15             Letter from Independent Accountants Regarding Unaudited Interim
               Financial Information.

23.1           Consent of Deloitte & Touche LLP.


23.2           Consent of John H. Mullan, Esq. (included in Exhibit 5).

24             Power of Attorney.





                                      -7-
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{"company-data": {"conformed-name": "NORTHROP GRUMMAN CORP /DE/", "cik": "0001133421", "assigned-sic": "3812", "irs-number": "954840775", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107734", "film-number": "03828626"}, "business-address": {"street1": "1840 CENTURY PK E", "street2": "C/O NORTHROP GRUMMAN CORP", "city": "LOS ANGELES", "state": "CA", "zip": "90067", "phone": "3105536262"}, "mail-address": {"street1": "1840 CENTURY PARK EAST", "street2": "C/O NORTHROP GRUMMAN CORP", "city": "LOS ANGELES", "state": "CA", "zip": "90067"}, "former-company": {"former-conformed-name": "NNG INC", "date-changed": "20010129"}}
As filed with the Securities and Exchange Commission on August 7, 2003

                                                Registration No. 333-_________

                                  UNITED STATES
                       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                                               95-4840775
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

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

                             -------------------

       NORTHROP GRUMMAN CORPORATION 2001 LONG-TERM INCENTIVE STOCK PLAN
                            (Full Title of the Plan)

                             -------------------

                             John H. Mullan, Esq.
      Corporate Vice President, Secretary and Associate General Counsel
                          Northrop Grumman Corporation
                             1840 Century Park East
                          Los Angeles, California 90067
                                 (310) 553-6262
    (Name, Address and Telephone Number, Including Area Code, of Agent For
                                    Service)

                             -------------------
CALCULATION OF REGISTRATION FEE
                         -------------------------------

                  Amount To Be     Proposed        Proposed
 Title of Each     Registered       Maximum         Maximum       Amount of
    Class of                    Offering Price     Aggregate     Registration
 Securities To                     Per Share    Offering Price       Fee
 Be Registered
-------------------------------------------------------------------------------
Common Stock,      17,000,000     $90.66 (3)    $141,220,000(3)  $124,684.70(3)
par value $1.00  shares (1)(2)
per share (1)(2)
-------------------------------------------------------------------------------

(1)   Each share of Common Stock, par value $1.00 per share, of Northrop Grumman
      Corporation  (the  "Company") is accompanied by a preferred share purchase
      right ("Right")  issuable pursuant to the Company's Rights Agreement dated
      January 31, 2001.

(2)   This Registration Statement covers, in addition to the number of shares of
      Common Stock stated above, options and other rights to purchase or acquire
      the shares of Common Stock covered by the Prospectus and, pursuant to Rule
      416(c)  under the  Securities  Act of 1933,  as amended  (the  "Securities
      Act"), an additional  indeterminate  number of shares,  options and rights
      which by  reason of  certain  events  specified  in the  Northrop  Grumman
      Corporation 2001 Long-Term  Incentive Stock Plan (the "Plan"),  may become
      subject to the Plan.

(3)   Pursuant to Rule 457(h),  the maximum offering price, per share and in the
      aggregate, and the registration fee were calculated based upon the average
      of the high and low  prices of the  Common  Stock on August  6,  2003,  as
      reported on the New York Stock Exchange.

                                      -2-
REGISTRATION OF ADDITIONAL SECURITIES

            In  accordance  with  General  Instruction  E of Form S-8,  Northrop
Grumman  Corporation  (the  "Registrant")  is registering  additional  shares of
common stock pursuant to the Northrop  Grumman  Corporation 2001 Long-Term Stock
Incentive  Plan  (the  "Plan").   The  Registrant  currently  has  an  effective
registration  statement filed on Form S-8 relating to the Plan which  registered
securities of the same class as those being  registered  herewith filed with the
Securities   and  Exchange   Commission  on  August  10,  2001.  The  Registrant
incorporates  by  reference  that  registration  statement on Form S-8 (File No.
333-67266), which is made a part hereof.

            On  March  19,  2003,  the  Board  of  Directors  of the  Registrant
authorized  an  amendment to the Plan to increase the number of shares of Common
Stock  covered by the Plan to  25,000,000.  This  amendment  was approved by the
shareholders of the Registrant at its annual meeting on May 21, 2003.  8,000,000
shares  that  were  previously  authorized  to be  issued  under  the Plan  were
registered in the prior  registration  statement.  This  registration  statement
registers the  additional  17,000,000  shares  authorized to be issued under the
Plan.

                                      -3-
EXHIBITS
Exhibit
 Number                      Description of Exhibit
-------                      ----------------------

4.1            Northrop Grumman Corporation 2001 Long-Term Incentive Stock
               Plan, as amended (incorporated by reference to Exhibit B to the
               Definitive Proxy Statement filed April 4, 2003).

4.2            Restated Certificate of Incorporation of Northrop Grumman
               Corporation (incorporated by reference to Exhibit C to the
               Definitive Proxy Statement filed April 4, 2003).

4.3            Certificate of  Designations,  Preferences and Rights of Series B
               Preferred Stock of Northrop Grumman Corporation  (incorporated by
               reference to Exhibit C to the Definitive  Proxy  Statement  filed
               April 13, 2001).

4.4            Bylaws of Northrop Grumman Corporation (incorporated by
               reference to Exhibit 3.B to the Form 10-K filed March 24, 2003).

4.5            Rights Agreement dated as of January 31, 2001 between Northrop
               Grumman Corporation and EquiServe Trust Company, N.A.
               (incorporated by reference to Exhibit 4.3 to Amendment No. 2 to
               Form S-4 Registration Statement No. 333-54800 filed March 27,
               2001).

5              Opinion of John H. Mullan, Esq. regarding the validity of the
               securities being registered.

15             Letter from Independent Accountants Regarding Unaudited Interim
               Financial Information.

23.1           Consent of Deloitte & Touche LLP.

23.2           Consent of John H. Mullan, Esq. (included in Exhibit 5).

24             Power of Attorney.

                                      -4-
SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  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,  thereunto  duly
authorized, in the City of Los Angeles, State of California, on August 6, 2003.

                                    NORTHROP GRUMMAN CORPORATION

                                    By:  /s/ John H. Mullan
                                         -------------------
                                         John H. Mullan
                                         Corporate Vice President,
                                         Secretary and Associate General Counsel

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

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

            *                     President, Chief Executive  August 6, 2003
------------------------------    Officer and Director
Ronald D. Sugar                   (Principal Executive
                                  Officer)

            *                     Corporate Vice President    August 6, 2003
------------------------------    and Chief Financial
Richard B. Waugh, Jr.             Officer (Principal
                                  Financial Officer)

            *                     Corporate Vice President    August 6, 2003
------------------------------    and Controller (Principal
Sandra J. Wright                  Accounting Officer)

            *                     Chairman of the Board       August 6, 2003
------------------------------
Kent Kresa

            *                     Director                    August 6, 2003
------------------------------
John T. Chain, Jr.

            *                     Director                    August 6, 2003
------------------------------
Lewis W. Coleman

            *                     Director                    August 6, 2003
------------------------------
Vic Fazio

            *                     Director                    August 6, 2003
------------------------------
Phillip Frost

                                      -5-
*                     Director                    August 6, 2003
------------------------------
Charles R. Larson

            *                     Director                    August 6, 2003
------------------------------
Charles H. Noski

            *                     Director                    August 6, 2003
------------------------------
Jay R. Nussbaum

            *                     Director                    August 6, 2003
------------------------------
Philip A. Odeen

            *                     Director                    August 6, 2003
------------------------------
Aulana L. Peters

            *                     Director                    August 6, 2003
------------------------------
John Brooks Slaughter

* By:   /s/ John H. Mullan
       -----------------------------
       John H. Mullan,
       Attorney-in-Fact
       August 6, 2003

                                      -6-
EXHIBIT INDEX

Exhibit
 Number                      Description of Exhibit
-------                      ----------------------

4.1            Northrop Grumman Corporation 2001 Long-Term Incentive Stock
               Plan, as amended (incorporated by reference to Exhibit B to the
               Definitive Proxy Statement filed April 4, 2003).

4.2            Restated Certificate of Incorporation of Northrop Grumman
               Corporation (incorporated by reference to Exhibit C to the
               Definitive Proxy Statement filed April 4, 2003).

4.3            Certificate of  Designations,  Preferences and Rights of Series B
               Preferred Stock of Northrop Grumman Corporation  (incorporated by
               reference to Exhibit C to the Definitive  Proxy  Statement  filed
               April 13, 2001).

4.4            Bylaws of Northrop Grumman Corporation (incorporated by
               reference to Exhibit 3.B to the Form 10-K filed March 24, 2003).

4.5            Rights Agreement dated as of January 31, 2001 between Northrop
               Grumman Corporation and EquiServe Trust Company, N.A.
               (incorporated by reference to Exhibit 4.3 to Amendment No. 2 to
               Form S-4 Registration Statement No. 333-54800 filed March 27,
               2001).

5              Opinion of John H. Mullan, Esq. regarding the validity of the
               securities being registered.

15             Letter from Independent Accountants Regarding Unaudited Interim
               Financial Information.

23.1           Consent of Deloitte & Touche LLP.

23.2           Consent of John H. Mullan, Esq. (included in Exhibit 5).

24             Power of Attorney.

                                      -7-