As filed with the Securities and Exchange Commission on February 25, 2003


                                                 Registration No. 333-_________


                       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)

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

                THE TRW EMPLOYEE STOCK OWNERSHIP AND SAVINGS 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
                         -------------------------------
<table>
<caption>
                                                 Proposed         Proposed Maximum
   Title of Each                                  Maximum             Aggregate           Amount of
     Class of          Amount To Be            Offering Price      Offering Price      Registration Fee
 Securities To Be       Registered               Per Share
    Registered
----------------------------------------------------------------------------------------------
<S>                  <C>              <C>         <C>               <C>                  <C>
Common Stock, par    4,000,000 shares (1)(2)      $89.96(3)         $359,840,000(3)      $29,111.06(3)
value $1.00 per
share (1) (2)
----------------------------------------------------------------------------------------------
</table>



(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) In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933 (the
    "Securities Act"), this Registration  Statement also covers an indeterminate
    amount of interests to be offered or sold  pursuant to the employee  benefit
    plan described herein.

    (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 February 24, 2003,
    as reported on the New York Stock Exchange.






                                      -2-
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
              ----------------------------------------------------

    The document(s)  containing the information  specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Securities Act Rule 428(b)(1).  Such documents need not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this  Registration  Statement  or  as  prospectuses  or  prospectus  supplements
pursuant  to  Securities  Act Rule  424.  These  documents,  which  include  the
statement  of  availability  required by Item 2 of Form S-8,  and the  documents
incorporated by reference in this Registration  Statement  pursuant to Item 3 of
Form S-8 (Part II hereof),  taken  together,  constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

    The  following  documents  of the  Company  filed  with the  Commission  are
incorporated herein by reference:

         (a) The Company's  Annual Report on Form 10-K for its fiscal year ended
    December 31, 2001, filed with the Commission on March 22, 2002;

         (b) The  Company's  Quarterly  Reports  on  Form  10-Q  for its  fiscal
    quarters ended March 31, 2002,  June 30, 2002 and September 30, 2002,  filed
    with the  Commission  on May 10, 2002,  July 30, 2002 and November 12, 2002,
    respectively;

         (c)  The  Company's  Current  Reports  on Form  8-K/A  filed  with  the
    Commission  on January 14,  2002,  February 1, 2002 and January 22, 2003 and
    Current  Reports on Form 8-K filed with the  Commission on October 17, 2002,
    November 19, 2002,  November 25, 2002,  November 27, 2002, December 5, 2002,
    December 10, 2002,  December 11, 2002, December 12, 2002, December 13, 2002,
    December 20, 2002 and December 27, 2002;

         (d)  The  Form  11-K  filed  with  respect  to The TRW  Employee  Stock
    Ownership  and Savings  Plan (the  "Plan") for the year ended  December  31,
    2001;

         (e) The  description of the Company's  Common Stock contained under the
    caption  "Description  of NNG Capital Stock - Common Stock" in the Company's
    Registration  Statement on Form S-4 filed with the Commission on February 1,
    2001 (File No. 333-54800), and any amendment or report filed for the purpose
    of updating such description; and





                                      -3-
<PAGE>


         (f)  The   description  of  the  Rights   contained  in  the  Company's
    Registration  Statement on Form 8-A filed with the  Commission  on March 28,
    2001,  and any  amendment or report  filed for the purpose of updating  such
    description.

    All documents  subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 or 15(d) of the  Securities and Exchange Act of 1934, as amended (the
"Exchange  Act"),  prior  to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such  documents.  Any  information  which is  furnished in any such
report and which is not deemed  "filed" under the Securities Act or the Exchange
Act is not incorporated by reference herein.  Any statement  contained herein or
in a  document,  all or a  portion  of which is  incorporated  or  deemed  to be
incorporated by reference  herein,  shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified  or amended,  to  constitute  a part of this  Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

    The Company's  Common Stock, par value $1.00 per share (the "Common Stock"),
is registered  pursuant to Section 12 of the Exchange Act, and,  therefore,  the
description of securities is omitted.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section  145  of  the  Delaware  General  Corporation  Law  provides  that a
corporation may indemnify  directors and officers as well as other employees and
individuals against expenses (including attorneys' fees),  judgments,  fines and
amounts paid in  settlement  in  connection  with  specified  actions,  suits or
proceedings,  whether civil,  criminal,  administrative or investigative  (other
than an action by or in the right of the corporation,  a derivative  action), if
they acted in good faith and in a manner  they  reasonably  believed to be in or
not opposed to the best  interests of the  corporation  and, with respect to any





                                      -4-
<PAGE>



criminal action or proceedings, had no reasonable cause to believe their conduct
was unlawful.

    A similar standard is applicable in the case of derivative  actions,  except
that  indemnification  only  extends to  expenses  (including  attorneys'  fees)
actually and reasonably incurred in connection with the defense or settlement of
such action,  and the statute  requires court  approval  before there can be any
indemnification  where the person seeking  indemnification has been found liable
to the  corporation.  The statute  provides  that it is not  exclusive  of other
indemnification   that  may  be  granted  by  a  corporation's   certificate  of
incorporation,  bylaws, disinterested director vote, stockholder vote, agreement
or otherwise.

    As permitted by Section 145 of the Delaware General Corporation Law, Article
EIGHTEENTH of the Company's restated  certificate of incorporation,  as amended,
provides:

    "A  director  of the  Corporation  shall  not be  personally  liable  to the
Corporation or to its  stockholders for monetary damages for breach of fiduciary
duty as a director,  except for liability  (i) for any breach of the  directors'
duty of  loyalty to the  Corporation  or to its  stockholders,  (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General  Corporation Law of the
State of Delaware,  or (iv) for any transaction  from which the director derives
any  improper  personal  benefit.  If,  after  approval  of this  Article by the
stockholders  of the  Corporation,  the General  Corporation Law of the State of
Delaware is amended to authorize  the further  elimination  or limitation of the
liability of  directors,  then the  liability  of a director of the  Corporation
shall be  eliminated or limited to the fullest  extent  permitted by the General
Corporation  Law  of the  State  of  Delaware,  as so  amended.  Any  repeal  or
modification of this Article by the  stockholders of the Corporation as provided
in Article SEVENTEENTH hereof shall not adversely affect any right or protection
of a  director  of the  Corporation  existing  at the  time  of such  repeal  or
modification."

    The Company has entered into an  agreement  with each of its  directors  and
certain of its officers indemnifying them to the fullest extent permitted by the
foregoing.  The  Company  has also  purchased  director  and  officer  liability
insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.










                                      -5-
<PAGE>



ITEM 8. EXHIBITS.

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

4.1                Restated  Certificate of  Incorporation  of Northrop  Grumman
                   Corporation  (incorporated  by  reference to Exhibit D to the
                   Definitive Proxy Statement filed April 13, 2002).

4.2                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).

4.3                Bylaws  of  Northrop  Grumman  Corporation  (incorporated  by
                   reference  to  Exhibit  3.4 to  Amendment  No.  6 to Form S-4
                   Registration  Statement  No.  333-83672  filed  September 13,
                   2002).

4.4                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                  The  undersigned   registrant   hereby  undertakes  that  the
                   registrant  will  submit  or has  submitted  the plan and any
                   amendments thereto to the Internal Revenue Service ("IRS") in
                   a  timely  manner  and  has  made or will  make  all  changes
                   required by the IRS in order to qualify the plan.

15                 Letter  from  Independent   Accountants  Regarding  Unaudited
                   Interim Financial Information.

23.1               Consent of Deloitte & Touche LLP.

23.2               Consent of Ernst & Young LLP.

24                 Power of Attorney.

ITEM 9. UNDERTAKINGS.

         (a) The undersigned registrant hereby undertakes:

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




                                      -6-
<PAGE>



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

                  (ii) To reflect in the  prospectus any facts or events arising
         after the effective  date of this  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

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed in this  Registration
         Statement  or  any  material   change  to  such   information  in  this
         Registration  Statement;  provided,  however, that paragraphs (a)(1)(i)
         and (a)(1)(ii) do not apply if the information  required to be included
         in a  post-effective  amendment  by those  paragraphs  is  contained in
         periodic  reports  filed with or  furnished  to the  Commission  by the
         registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
         incorporated by reference in this Registration Statement.

              (2) That, for the purpose of determining  any liability  under the
         Securities Act, 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,  each filing of the
    registrant's  annual  report  pursuant  to  Section  13(a)  or  15(d) of the
    Exchange  Act (and,  where  applicable,  each filing of an employee  benefit
    plan's annual report  pursuant to Section 15(d) of the Exchange Act) 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  liabilities  arising  under the
    Securities  Act  may be  permitted  to  directors,  executive  officers  and
    controlling persons of the registrant  pursuant to the provisions  described
    in Item 6 above,  or otherwise,  the registrant has been advised that in the
    opinion of the Commission such  indemnification  is against public policy as
    expressed in the Securities  Act and is,  therefore,  unenforceable.  In the
    event that a claim for indemnification  against such liabilities (other than



                                      -7-
<PAGE>



    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 such  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  whether such  indemnification  by it is against
    public policy as expressed in the Securities Act and will be governed by the
    final adjudication of such issue.










































                                      -8-
<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 February 25, 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.
<table>
<caption>
               Signature                              Title                        Date
               ---------                              -----                        ----


<S>                                      <C>                               <C>
               *                         Chairman of the Board, Chief      February 25, 2003
------------------------------------     Executive Officer and Director
Kent Kresa                               (Principal Executive Officer)


               *                         President, Chief Operating        February 25, 2003
------------------------------------
Ronald D. Sugar                          Officer and Director


               *                         Corporate Vice President and      February 25, 2003
------------------------------------
Richard B. Waugh, Jr.                    Chief Financial Officer
                                         (Principal Financial Officer)


               *                         Corporate Vice President and      February 25, 2003
------------------------------------
Sandra J. Wright                         Controller (Principal
                                         Accounting Officer)


               *                         Director                          February 25, 2003
------------------------------------
John T. Chain, Jr.
</table>


                                      -9-
<PAGE>

<table>

<S>                                      <C>                               <C>
               *                         Director                          February 25, 2003
------------------------------------
Lewis W. Coleman


               *                         Director                          February 25, 2003
------------------------------------
Vic Fazio


               *                         Director                          February 25, 2003
------------------------------------
Phillip Frost


               *                         Director                          February 25, 2003
------------------------------------
Charles R. Larson


               *                         Director                          February 25, 2003
------------------------------------
Charles H. Noski


               *                         Director                          February 25, 2003
------------------------------------
Jay R. Nussbaum


                                         Director
------------------------------------
Philip A. Odeen


               *                         Director                          February 25, 2003
------------------------------------
Aulana L. Peters


               *                         Director                          February 25, 2003
------------------------------------
John Brooks Slaughter

</table>

* By:  /s/ John H. Mullan
       -----------------------------
        John H. Mullan,
        Attorney-in-Fact
        February 25, 2003





                                      -10-
<PAGE>



Pursuant to the  requirements  of the  Securities Act of 1933, the trustees have
duly  caused  this  registration  statement  to be signed  on its  behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, the State of
California, on February 25, 2003.

THE TRW EMPLOYEE STOCK OWNERSHIP AND SAVINGS PLAN



By:  /s/ Patricia H. Summers
     ----------------------------------------------
        Name: Patricia H. Summers
        Member and by delegation on behalf of the
        Plan Administrative Committee






































                                      -11-
<PAGE>



                                  EXHIBIT INDEX
                                  -------------



          Exhibit                Description
          -------                -----------

            15                   Letter from Independent Accountants Regarding
                                 Unaudited Interim Financial Information

           23.1                  Consent of Deloitte & Touche LLP

           23.2                  Consent of Ernst & Young LLP

            24                   Power of Attorney





































                                      -12-
<PAGE>



                                                                     EXHIBIT 15
                                                                     ----------

                       LETTER FROM INDEPENDENT ACCOUNTANTS
                REGARDING UNAUDITED INTERIM FINANCIAL INFORMATION

February 21, 2003

Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California

We have made a review, in accordance with standards  established by the American
Institute of Certified Public  Accountants,  of the unaudited  interim financial
information of Northrop  Grumman  Corporation and  subsidiaries  for the periods
ended March 31, 2002 and 2001,  and June 30, 2002 and 2001,  and  September  30,
2002 and 2001, as indicated in our reports dated May 8, 2002, July 26, 2002, and
November  11,  2002,  respectively;  because  we did not  perform  an audit,  we
expressed no opinion on that information.

We are aware that our  reports  referred to above,  which were  included in your
Quarterly  Reports on Form 10-Q for the quarters  ended March 31, 2002, and June
30, 2002,  and September 30, 2002, are being  incorporated  by reference in this
Registration Statement.

We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the  Securities  Act of  1933,  are not  considered  a part of the  Registration
Statement  prepared  or  certified  by an  accountant  or a report  prepared  or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.


/s/ Deloitte & Touche LLP
-------------------------
Deloitte & Touche LLP
Los Angeles, California




















                                      -13-
<PAGE>



                                                                    EXHIBIT 23.1
                                                                    ------------

                          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 18, 2002,
except for the  Subsequent  Events  footnote,  as to which the date is March 18,
2002,  appearing  in  the  Annual  Report  on  Form  10-K  of  Northrop  Grumman
Corporation for the year ended December 31, 2001.


/s/ Deloitte & Touche LLP
-------------------------
Deloitte & Touche LLP
Los Angeles, California
February 21, 2003






































                                      -14-
<PAGE>



                                                                    EXHIBIT 23.2
                                                                    ------------

                          INDEPENDENT AUDITORS' CONSENT

    We consent to the  incorporation  by  reference of our report dated June 19,
2002, with respect to the financial  statements and schedule of The TRW Employee
Stock  Ownership  and Savings Plan  included in the Plan's  Annual  Report (Form
11-K) for the year ended  December  31, 2001,  incorporated  by reference in the
Northrop Grumman  Corporation  Registration  Statement on Form S-8 pertaining to
The TRW Employee Stock Ownership and Savings Plan.


/s/ Ernst & Young LLP
--------------------
Ernst & Young LLP
Cleveland, Ohio
February 24, 2003





































                                      -15-
<PAGE>


                                                                      EXHIBIT 24
                                                                      ----------

                                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"),  hereby nominate and appoint W. BURKS TERRY and JOHN H. MULLAN,  and
each  of  them   acting  or   signing   singly,   as  his  or  her   agents  and
attorneys-in-fact  (the  "Agents"),  in his or her  respective  name  and in the
capacity or capacities indicated below to execute and/or file, with all exhibits
thereto,  and  other  documents  in  connection  therewith,  (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 Company's
common stock issuable  under The TRW Employee  Stock  Ownership and Savings Plan
(including the schedules and all exhibits and other documents filed therewith or
constituting a part thereof);  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.

    Further,  the  undersigned  do hereby  authorize  and direct such agents and
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 agencies,  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 agencies, 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  documents  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.














                                      -16-
<PAGE>
    IN WITNESS  WHEREOF,  each of the undersigned has subscribed  these presents
this 25th day of February, 2003.
<table>
<S>                                        <C>      <C>
/s/ Kent Kresa                                      Chairman of the Board, Chief Executive Officer and
----------------------------------                  Director (Principal Executive Officer)
Kent Kresa

/s/ Ronald D. Sugar
----------------------------------                  President, Chief Operating Officer and Director
Ronald D. Sugar


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


/s/ Sandra J. Wright                                Corporate Vice President and Controller (Principal
----------------------------------                  Accounting Officer)
Sandra J. Wright


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


/s/ Lewis W. Coleman                                Director
----------------------------------
Lewis W. Coleman


/s/ Vic Fazio                                       Director
----------------------------------
Vic Fazio


/s/ Phillip Frost                                   Director
----------------------------------
Phillip Frost


/s/ Charles R. Larson                               Director
----------------------------------
Charles R. Larson


/s/ Charles H. Noski                                Director
----------------------------------
Charles H. Noski


/s/ Jay H. Nussbaum                                 Director
----------------------------------
Jay H. Nussbaum


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


/s/ John Brooks Slaughter                           Director
----------------------------------
John Brooks Slaughter
</table>
                                      -17-
[{"type": "S-8", "sequence": "1", "filename": "ngcs-8.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 31250}]
{"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": "333-103429", "film-number": "03579449"}, "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 February 25, 2003

                                                 Registration No. 333-_________

                       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)

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

                THE TRW EMPLOYEE STOCK OWNERSHIP AND SAVINGS 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
                         -------------------------------
Proposed         Proposed Maximum
   Title of Each                                  Maximum             Aggregate           Amount of
     Class of          Amount To Be            Offering Price      Offering Price      Registration Fee
 Securities To Be       Registered               Per Share
    Registered
----------------------------------------------------------------------------------------------
Common Stock, par    4,000,000 shares (1)(2)      $89.96(3)         $359,840,000(3)      $29,111.06(3)
value $1.00 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) In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933 (the
    "Securities Act"), this Registration  Statement also covers an indeterminate
    amount of interests to be offered or sold  pursuant to the employee  benefit
    plan described herein.

    (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 February 24, 2003,
    as reported on the New York Stock Exchange.

                                      -2-
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
              ----------------------------------------------------

    The document(s)  containing the information  specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Securities Act Rule 428(b)(1).  Such documents need not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this  Registration  Statement  or  as  prospectuses  or  prospectus  supplements
pursuant  to  Securities  Act Rule  424.  These  documents,  which  include  the
statement  of  availability  required by Item 2 of Form S-8,  and the  documents
incorporated by reference in this Registration  Statement  pursuant to Item 3 of
Form S-8 (Part II hereof),  taken  together,  constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

    The  following  documents  of the  Company  filed  with the  Commission  are
incorporated herein by reference:

         (a) The Company's  Annual Report on Form 10-K for its fiscal year ended
    December 31, 2001, filed with the Commission on March 22, 2002;

         (b) The  Company's  Quarterly  Reports  on  Form  10-Q  for its  fiscal
    quarters ended March 31, 2002,  June 30, 2002 and September 30, 2002,  filed
    with the  Commission  on May 10, 2002,  July 30, 2002 and November 12, 2002,
    respectively;

         (c)  The  Company's  Current  Reports  on Form  8-K/A  filed  with  the
    Commission  on January 14,  2002,  February 1, 2002 and January 22, 2003 and
    Current  Reports on Form 8-K filed with the  Commission on October 17, 2002,
    November 19, 2002,  November 25, 2002,  November 27, 2002, December 5, 2002,
    December 10, 2002,  December 11, 2002, December 12, 2002, December 13, 2002,
    December 20, 2002 and December 27, 2002;

         (d)  The  Form  11-K  filed  with  respect  to The TRW  Employee  Stock
    Ownership  and Savings  Plan (the  "Plan") for the year ended  December  31,
    2001;

         (e) The  description of the Company's  Common Stock contained under the
    caption  "Description  of NNG Capital Stock - Common Stock" in the Company's
    Registration  Statement on Form S-4 filed with the Commission on February 1,
    2001 (File No. 333-54800), and any amendment or report filed for the purpose
    of updating such description; and

                                      -3-
(f)  The   description  of  the  Rights   contained  in  the  Company's
    Registration  Statement on Form 8-A filed with the  Commission  on March 28,
    2001,  and any  amendment or report  filed for the purpose of updating  such
    description.

    All documents  subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 or 15(d) of the  Securities and Exchange Act of 1934, as amended (the
"Exchange  Act"),  prior  to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such  documents.  Any  information  which is  furnished in any such
report and which is not deemed  "filed" under the Securities Act or the Exchange
Act is not incorporated by reference herein.  Any statement  contained herein or
in a  document,  all or a  portion  of which is  incorporated  or  deemed  to be
incorporated by reference  herein,  shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified  or amended,  to  constitute  a part of this  Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

    The Company's  Common Stock, par value $1.00 per share (the "Common Stock"),
is registered  pursuant to Section 12 of the Exchange Act, and,  therefore,  the
description of securities is omitted.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section  145  of  the  Delaware  General  Corporation  Law  provides  that a
corporation may indemnify  directors and officers as well as other employees and
individuals against expenses (including attorneys' fees),  judgments,  fines and
amounts paid in  settlement  in  connection  with  specified  actions,  suits or
proceedings,  whether civil,  criminal,  administrative or investigative  (other
than an action by or in the right of the corporation,  a derivative  action), if
they acted in good faith and in a manner  they  reasonably  believed to be in or
not opposed to the best  interests of the  corporation  and, with respect to any

                                      -4-
criminal action or proceedings, had no reasonable cause to believe their conduct
was unlawful.

    A similar standard is applicable in the case of derivative  actions,  except
that  indemnification  only  extends to  expenses  (including  attorneys'  fees)
actually and reasonably incurred in connection with the defense or settlement of
such action,  and the statute  requires court  approval  before there can be any
indemnification  where the person seeking  indemnification has been found liable
to the  corporation.  The statute  provides  that it is not  exclusive  of other
indemnification   that  may  be  granted  by  a  corporation's   certificate  of
incorporation,  bylaws, disinterested director vote, stockholder vote, agreement
or otherwise.

    As permitted by Section 145 of the Delaware General Corporation Law, Article
EIGHTEENTH of the Company's restated  certificate of incorporation,  as amended,
provides:

    "A  director  of the  Corporation  shall  not be  personally  liable  to the
Corporation or to its  stockholders for monetary damages for breach of fiduciary
duty as a director,  except for liability  (i) for any breach of the  directors'
duty of  loyalty to the  Corporation  or to its  stockholders,  (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General  Corporation Law of the
State of Delaware,  or (iv) for any transaction  from which the director derives
any  improper  personal  benefit.  If,  after  approval  of this  Article by the
stockholders  of the  Corporation,  the General  Corporation Law of the State of
Delaware is amended to authorize  the further  elimination  or limitation of the
liability of  directors,  then the  liability  of a director of the  Corporation
shall be  eliminated or limited to the fullest  extent  permitted by the General
Corporation  Law  of the  State  of  Delaware,  as so  amended.  Any  repeal  or
modification of this Article by the  stockholders of the Corporation as provided
in Article SEVENTEENTH hereof shall not adversely affect any right or protection
of a  director  of the  Corporation  existing  at the  time  of such  repeal  or
modification."

    The Company has entered into an  agreement  with each of its  directors  and
certain of its officers indemnifying them to the fullest extent permitted by the
foregoing.  The  Company  has also  purchased  director  and  officer  liability
insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

                                      -5-
ITEM 8. EXHIBITS.

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

4.1                Restated  Certificate of  Incorporation  of Northrop  Grumman
                   Corporation  (incorporated  by  reference to Exhibit D to the
                   Definitive Proxy Statement filed April 13, 2002).

4.2                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).

4.3                Bylaws  of  Northrop  Grumman  Corporation  (incorporated  by
                   reference  to  Exhibit  3.4 to  Amendment  No.  6 to Form S-4
                   Registration  Statement  No.  333-83672  filed  September 13,
                   2002).

4.4                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                  The  undersigned   registrant   hereby  undertakes  that  the
                   registrant  will  submit  or has  submitted  the plan and any
                   amendments thereto to the Internal Revenue Service ("IRS") in
                   a  timely  manner  and  has  made or will  make  all  changes
                   required by the IRS in order to qualify the plan.

15                 Letter  from  Independent   Accountants  Regarding  Unaudited
                   Interim Financial Information.

23.1               Consent of Deloitte & Touche LLP.

23.2               Consent of Ernst & Young LLP.

24                 Power of Attorney.

ITEM 9. UNDERTAKINGS.

         (a) The undersigned registrant hereby undertakes:

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

                                      -6-
(i) To include any prospectus  required by Section 10(a)(3) of
         the Securities Act;

                  (ii) To reflect in the  prospectus any facts or events arising
         after the effective  date of this  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

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed in this  Registration
         Statement  or  any  material   change  to  such   information  in  this
         Registration  Statement;  provided,  however, that paragraphs (a)(1)(i)
         and (a)(1)(ii) do not apply if the information  required to be included
         in a  post-effective  amendment  by those  paragraphs  is  contained in
         periodic  reports  filed with or  furnished  to the  Commission  by the
         registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
         incorporated by reference in this Registration Statement.

              (2) That, for the purpose of determining  any liability  under the
         Securities Act, 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,  each filing of the
    registrant's  annual  report  pursuant  to  Section  13(a)  or  15(d) of the
    Exchange  Act (and,  where  applicable,  each filing of an employee  benefit
    plan's annual report  pursuant to Section 15(d) of the Exchange Act) 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  liabilities  arising  under the
    Securities  Act  may be  permitted  to  directors,  executive  officers  and
    controlling persons of the registrant  pursuant to the provisions  described
    in Item 6 above,  or otherwise,  the registrant has been advised that in the
    opinion of the Commission such  indemnification  is against public policy as
    expressed in the Securities  Act and is,  therefore,  unenforceable.  In the
    event that a claim for indemnification  against such liabilities (other than

                                      -7-
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 such  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  whether such  indemnification  by it is against
    public policy as expressed in the Securities Act and will be governed by the
    final adjudication of such issue.

                                      -8-
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 February 25, 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
               ---------                              -----                        ----
*                         Chairman of the Board, Chief      February 25, 2003
------------------------------------     Executive Officer and Director
Kent Kresa                               (Principal Executive Officer)

               *                         President, Chief Operating        February 25, 2003
------------------------------------
Ronald D. Sugar                          Officer and Director

               *                         Corporate Vice President and      February 25, 2003
------------------------------------
Richard B. Waugh, Jr.                    Chief Financial Officer
                                         (Principal Financial Officer)

               *                         Corporate Vice President and      February 25, 2003
------------------------------------
Sandra J. Wright                         Controller (Principal
                                         Accounting Officer)

               *                         Director                          February 25, 2003
------------------------------------
John T. Chain, Jr.
-9-
*                         Director                          February 25, 2003
------------------------------------
Lewis W. Coleman

               *                         Director                          February 25, 2003
------------------------------------
Vic Fazio

               *                         Director                          February 25, 2003
------------------------------------
Phillip Frost

               *                         Director                          February 25, 2003
------------------------------------
Charles R. Larson

               *                         Director                          February 25, 2003
------------------------------------
Charles H. Noski

               *                         Director                          February 25, 2003
------------------------------------
Jay R. Nussbaum

                                         Director
------------------------------------
Philip A. Odeen

               *                         Director                          February 25, 2003
------------------------------------
Aulana L. Peters

               *                         Director                          February 25, 2003
------------------------------------
John Brooks Slaughter
* By:  /s/ John H. Mullan
       -----------------------------
        John H. Mullan,
        Attorney-in-Fact
        February 25, 2003

                                      -10-
Pursuant to the  requirements  of the  Securities Act of 1933, the trustees have
duly  caused  this  registration  statement  to be signed  on its  behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, the State of
California, on February 25, 2003.

THE TRW EMPLOYEE STOCK OWNERSHIP AND SAVINGS PLAN

By:  /s/ Patricia H. Summers
     ----------------------------------------------
        Name: Patricia H. Summers
        Member and by delegation on behalf of the
        Plan Administrative Committee

                                      -11-
EXHIBIT INDEX
                                  -------------

          Exhibit                Description
          -------                -----------

            15                   Letter from Independent Accountants Regarding
                                 Unaudited Interim Financial Information

           23.1                  Consent of Deloitte & Touche LLP

           23.2                  Consent of Ernst & Young LLP

            24                   Power of Attorney

                                      -12-
EXHIBIT 15
                                                                     ----------

                       LETTER FROM INDEPENDENT ACCOUNTANTS
                REGARDING UNAUDITED INTERIM FINANCIAL INFORMATION

February 21, 2003

Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California

We have made a review, in accordance with standards  established by the American
Institute of Certified Public  Accountants,  of the unaudited  interim financial
information of Northrop  Grumman  Corporation and  subsidiaries  for the periods
ended March 31, 2002 and 2001,  and June 30, 2002 and 2001,  and  September  30,
2002 and 2001, as indicated in our reports dated May 8, 2002, July 26, 2002, and
November  11,  2002,  respectively;  because  we did not  perform  an audit,  we
expressed no opinion on that information.

We are aware that our  reports  referred to above,  which were  included in your
Quarterly  Reports on Form 10-Q for the quarters  ended March 31, 2002, and June
30, 2002,  and September 30, 2002, are being  incorporated  by reference in this
Registration Statement.

We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the  Securities  Act of  1933,  are not  considered  a part of the  Registration
Statement  prepared  or  certified  by an  accountant  or a report  prepared  or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ Deloitte & Touche LLP
-------------------------
Deloitte & Touche LLP
Los Angeles, California

                                      -13-
EXHIBIT 23.1
                                                                    ------------

                          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 18, 2002,
except for the  Subsequent  Events  footnote,  as to which the date is March 18,
2002,  appearing  in  the  Annual  Report  on  Form  10-K  of  Northrop  Grumman
Corporation for the year ended December 31, 2001.

/s/ Deloitte & Touche LLP
-------------------------
Deloitte & Touche LLP
Los Angeles, California
February 21, 2003

                                      -14-
EXHIBIT 23.2
                                                                    ------------

                          INDEPENDENT AUDITORS' CONSENT

    We consent to the  incorporation  by  reference of our report dated June 19,
2002, with respect to the financial  statements and schedule of The TRW Employee
Stock  Ownership  and Savings Plan  included in the Plan's  Annual  Report (Form
11-K) for the year ended  December  31, 2001,  incorporated  by reference in the
Northrop Grumman  Corporation  Registration  Statement on Form S-8 pertaining to
The TRW Employee Stock Ownership and Savings Plan.

/s/ Ernst & Young LLP
--------------------
Ernst & Young LLP
Cleveland, Ohio
February 24, 2003

                                      -15-
EXHIBIT 24
                                                                      ----------

                                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"),  hereby nominate and appoint W. BURKS TERRY and JOHN H. MULLAN,  and
each  of  them   acting  or   signing   singly,   as  his  or  her   agents  and
attorneys-in-fact  (the  "Agents"),  in his or her  respective  name  and in the
capacity or capacities indicated below to execute and/or file, with all exhibits
thereto,  and  other  documents  in  connection  therewith,  (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 Company's
common stock issuable  under The TRW Employee  Stock  Ownership and Savings Plan
(including the schedules and all exhibits and other documents filed therewith or
constituting a part thereof);  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.

    Further,  the  undersigned  do hereby  authorize  and direct such agents and
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 agencies,  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 agencies, 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  documents  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.

                                      -16-
IN WITNESS  WHEREOF,  each of the undersigned has subscribed  these presents
this 25th day of February, 2003.
/s/ Kent Kresa                                      Chairman of the Board, Chief Executive Officer and
----------------------------------                  Director (Principal Executive Officer)
Kent Kresa

/s/ Ronald D. Sugar
----------------------------------                  President, Chief Operating Officer and Director
Ronald D. Sugar

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

/s/ Sandra J. Wright                                Corporate Vice President and Controller (Principal
----------------------------------                  Accounting Officer)
Sandra J. Wright

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

/s/ Lewis W. Coleman                                Director
----------------------------------
Lewis W. Coleman

/s/ Vic Fazio                                       Director
----------------------------------
Vic Fazio

/s/ Phillip Frost                                   Director
----------------------------------
Phillip Frost

/s/ Charles R. Larson                               Director
----------------------------------
Charles R. Larson

/s/ Charles H. Noski                                Director
----------------------------------
Charles H. Noski

/s/ Jay H. Nussbaum                                 Director
----------------------------------
Jay H. Nussbaum

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

/s/ John Brooks Slaughter                           Director
----------------------------------
John Brooks Slaughter
-17-