content: SECURITIES AND EXCHANGE COMMISSION
  
                       WASHINGTON, DC  20549
                             __________
  
  
                              FORM 8-K
  
                           CURRENT REPORT
  
               Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934
  
          Date of Report (Date of earliest event reported)
  
                           June 12, 2000
  
  
  
                        COMPTEK RESEARCH, INC.
  
            (Exact Name of Registrant as Specified in Charter)
  
  
        New York         1-8502              16-0959023
  
    (State of Other     (Commis-     (IRS Employer Identification
    Jurisdiction of      sion File                No.)
     Incorporation)      Number)
  
   2732 Transit Road, Buffalo, New York           14224-2523
  ----------------------------------------     ------------------
  (Address of Principal Executive Offices)         (Zip Code)
  
  Registrant's telephone number, including area code:   (716) 677-4070
  
                            Not Applicable
    -------------------------------------------------------------
    (Former Name or Former Address, if  Changed Since Last Year)
  
  Item 5.   OTHER EVENTS
  
            On  June  12, 2000, Comptek Research, Inc., ("Comptek")
            entered  into  an  Agreement and Plan  of  Merger  with
            Northrop  Grumman Corporation ("Northrop") and  Yavapai
            Acquisition   Corp.,  a  wholly  owned  subsidiary   of
            Northrop. A copy of the news release issued by  Comptek
            in  regard to the transaction is attached as an exhibit
            to this report.
  
  Item 7.   FINANCIAL   STATEMENTS,  PRO   FORMA   FINANCIAL
            INFORMATION AND EXHIBITS.
  
  99 (a)    News Release dated June 12, 2000.
  
  
                             SIGNATURES
  
  Pursuant  to the requirements of the Securities Exchange  Act  of
  1934, the registrant has duly caused this report to be signed  on
  its behalf by the undersigned hereunto duly authorized.
  
  
                                    COMPTEK RESEARCH, INC.
  
  Date:   June 12, 2000             By: /s/ John J. Sciuto
                                       ---------------------
                                       John J. Sciuto
                                       Chairman, President and CEO
  
  
                             Exhibit 99
  
  
  For Immediate Release
  
       Contact:  Christopher A. Head
                 Executive Vice President
                 Comptek Research, Inc.
                 (716) 677-4070
  
           Comptek To Be Acquired By Northrop Grumman Corporation
  
  
  BUFFALO,  NY,  June  12,  2000, -- Comptek Research,  Inc.  (Amex:  CTK)
  announced  today that it has signed a definitive agreement with Northrop
  Grumman Corporation (NYSE : NOC) to be acquired by Northrop Grumman in a
  tax-free stock for stock exchange.
  
  The  amount  of  Northrop  Grumman  stock  to  be  received  by  Comptek
  shareholders  shall  be  determined by dividing $20.75  by  the  average
  closing price on the New York Stock Exchange for Northrop Grumman common
  stock  during the 20 trading days ending two business days prior to  the
  effective date of Northrop Grumman registration statement.
  
  In  no event will the exchange ratio be more than 0.2804:1 or less  than
  0.2470:1.   Should the average closing price of Northrop Grumman  common
  stock  be less than $74.00 per share during this 20-day period,  Comptek
  has  the  right  to  terminate  the  transaction,  subject  to  Northrop
  Grumman's  discretionary right to enhance the  exchange  ratio  so  that
  Comptek  shareholders  receive a minimum value  of  $20.75  per  Comptek
  share.
  
  John  J.  Sciuto,  chairman, president, and chief executive  officer  of
  Comptek  Research, Inc., said, "We have a long-standing  and  successful
  history  with Northrop Grumman.  We have been their partner  on  several
  key  electronic warfare programs for the U. S. Navy and U. S. Air  Force
  over  the  last  20  years.  I believe this union  to  be  an  excellent
  strategic  fit for Northrop Grumman, as well as representing significant
  value   for   Comptek's  shareholders,  and  greatly   expanded   career
  opportunities for Comptek's 1,200 employees."
  
  Comptek's  financial results have been consistently uptrending  for  the
  last  four years, culminating in a record fiscal year that concluded  on
  March 31, 2000.  Comptek reported sales of $145.4 million and net income
  of  $5.3  million, or $0.83 per diluted share.  Current contract backlog
  is in excess of $160 million.
  
  Comptek  Research, Inc., with subsidiary locations in the United  States
  and  Canada,  is  a domestic and international supplier  of  technically
  advanced  electronics and data communications systems to government  and
  industry.
  
  CIBC  World  Markets acted as financial advisor to Comptek in connection
  with this transaction.
  
  Closing of the merger is expected to occur within 60 days.
  
  This  news  release contains forward-looking statements about  Comptek's
  current expectations for future growth and business opportunities  based
  on  current business conditions.  Forward-looking statements are subject
  to  risks  and uncertainties that could cause actual results  to  differ
  materially.  These risks and uncertainties include Comptek's  dependence
  on  continued  funding of U.S. Department of Defense  programs  and  the
  likelihood that actual future revenues that are realized may differ from
  those  inferred  from  existing backlog  or  orders.   Other  risks  and
  uncertainties  are described in Comptek's 1999 Form 10-K  Annual  Report
  filed with the Securities and Exchange Commission.
  
  Note:     Today's news release and Comptek's news releases for the  past
  year  are available on the Internet at http://www.cfonews.com under  the
  heading  "Company News, Comptek Research." Additional information  about
  Comptek is also available at http://www.comptek.com.
  
                                    -30-
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 5860}]
metadata_filer: {"company-data": {"conformed-name": "COMPTEK RESEARCH INC/NY", "cik": "0000720031", "assigned-sic": "7371", "irs-number": "160959023", "state-of-incorporation": "NY", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08502", "film-number": "653550"}, "business-address": {"street1": "2732 TRANSIT RD", "city": "BUFFALO", "state": "NY", "zip": "14224-2523", "phone": "7166774070"}, "mail-address": {"street1": "2732 TRANSIT RD", "city": "BUFFALO", "state": "NY", "zip": "14224-2523"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                       WASHINGTON, DC  20549
                             __________
  
                              FORM 8-K
  
                           CURRENT REPORT
  
               Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934
  
          Date of Report (Date of earliest event reported)
  
                           June 12, 2000
  
                        COMPTEK RESEARCH, INC.
  
            (Exact Name of Registrant as Specified in Charter)
  
        New York         1-8502              16-0959023
  
    (State of Other     (Commis-     (IRS Employer Identification
    Jurisdiction of      sion File                No.)
     Incorporation)      Number)
  
   2732 Transit Road, Buffalo, New York           14224-2523
  ----------------------------------------     ------------------
  (Address of Principal Executive Offices)         (Zip Code)
  
  Registrant's telephone number, including area code:   (716) 677-4070
  
                            Not Applicable
    -------------------------------------------------------------
    (Former Name or Former Address, if  Changed Since Last Year)
  
  Item 5.   OTHER EVENTS
  
            On  June  12, 2000, Comptek Research, Inc., ("Comptek")
            entered  into  an  Agreement and Plan  of  Merger  with
            Northrop  Grumman Corporation ("Northrop") and  Yavapai
            Acquisition   Corp.,  a  wholly  owned  subsidiary   of
            Northrop. A copy of the news release issued by  Comptek
            in  regard to the transaction is attached as an exhibit
            to this report.
  
  Item 7.   FINANCIAL   STATEMENTS,  PRO   FORMA   FINANCIAL
            INFORMATION AND EXHIBITS.
  
  99 (a)    News Release dated June 12, 2000.
  
                             SIGNATURES
  
  Pursuant  to the requirements of the Securities Exchange  Act  of
  1934, the registrant has duly caused this report to be signed  on
  its behalf by the undersigned hereunto duly authorized.
  
                                    COMPTEK RESEARCH, INC.
  
  Date:   June 12, 2000             By: /s/ John J. Sciuto
                                       ---------------------
                                       John J. Sciuto
                                       Chairman, President and CEO
  
                             Exhibit 99
  
  For Immediate Release
  
       Contact:  Christopher A. Head
                 Executive Vice President
                 Comptek Research, Inc.
                 (716) 677-4070
  
           Comptek To Be Acquired By Northrop Grumman Corporation
  
  BUFFALO,  NY,  June  12,  2000, -- Comptek Research,  Inc.  (Amex:  CTK)
  announced  today that it has signed a definitive agreement with Northrop
  Grumman Corporation (NYSE : NOC) to be acquired by Northrop Grumman in a
  tax-free stock for stock exchange.
  
  The  amount  of  Northrop  Grumman  stock  to  be  received  by  Comptek
  shareholders  shall  be  determined by dividing $20.75  by  the  average
  closing price on the New York Stock Exchange for Northrop Grumman common
  stock  during the 20 trading days ending two business days prior to  the
  effective date of Northrop Grumman registration statement.
  
  In  no event will the exchange ratio be more than 0.2804:1 or less  than
  0.2470:1.   Should the average closing price of Northrop Grumman  common
  stock  be less than $74.00 per share during this 20-day period,  Comptek
  has  the  right  to  terminate  the  transaction,  subject  to  Northrop
  Grumman's  discretionary right to enhance the  exchange  ratio  so  that
  Comptek  shareholders  receive a minimum value  of  $20.75  per  Comptek
  share.
  
  John  J.  Sciuto,  chairman, president, and chief executive  officer  of
  Comptek  Research, Inc., said, "We have a long-standing  and  successful
  history  with Northrop Grumman.  We have been their partner  on  several
  key  electronic warfare programs for the U. S. Navy and U. S. Air  Force
  over  the  last  20  years.  I believe this union  to  be  an  excellent
  strategic  fit for Northrop Grumman, as well as representing significant
  value   for   Comptek's  shareholders,  and  greatly   expanded   career
  opportunities for Comptek's 1,200 employees."
  
  Comptek's  financial results have been consistently uptrending  for  the
  last  four years, culminating in a record fiscal year that concluded  on
  March 31, 2000.  Comptek reported sales of $145.4 million and net income
  of  $5.3  million, or $0.83 per diluted share.  Current contract backlog
  is in excess of $160 million.
  
  Comptek  Research, Inc., with subsidiary locations in the United  States
  and  Canada,  is  a domestic and international supplier  of  technically
  advanced  electronics and data communications systems to government  and
  industry.
  
  CIBC  World  Markets acted as financial advisor to Comptek in connection
  with this transaction.
  
  Closing of the merger is expected to occur within 60 days.
  
  This  news  release contains forward-looking statements about  Comptek's
  current expectations for future growth and business opportunities  based
  on  current business conditions.  Forward-looking statements are subject
  to  risks  and uncertainties that could cause actual results  to  differ
  materially.  These risks and uncertainties include Comptek's  dependence
  on  continued  funding of U.S. Department of Defense  programs  and  the
  likelihood that actual future revenues that are realized may differ from
  those  inferred  from  existing backlog  or  orders.   Other  risks  and
  uncertainties  are described in Comptek's 1999 Form 10-K  Annual  Report
  filed with the Securities and Exchange Commission.
  
  Note:     Today's news release and Comptek's news releases for the  past
  year  are available on the Internet at http://www.cfonews.com under  the
  heading  "Company News, Comptek Research." Additional information  about
  Comptek is also available at http://www.comptek.com.
  
                                    -30-