As filed with the Securities and Exchange Commission on June 2,
1995
Registration No. 33-_________    
______________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
________________________

FORM S-8
Registration Statement Under the Securities Act of 1933
________________________

NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)

Delaware                                 95-1055798
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)           Identification No.)

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


Northrop Grumman 1993 Long-Term Incentive Stock Plan
Northrop Grumman Corporation 1995 Stock Option Plan for Non-
Employee Directors
(Full title of the plans)


Richard R. Molleur
Corporate Vice President and General Counsel
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California  90067
(310) 553-6262
(Name, address and telephone number of agent for service)
________________

Calculation of Registration Fee
_______________________________________________________________

                        PROPOSED
                        MAXIMUM   PROPOSED
TITLE OF                OFFERING  MAXIMUM         
SECURITIES  AMOUNT      PRICE     AGGREGATE       AMOUNT OF
TO BE       TO BE       PER       OFFERING        REGISTRATION
REGISTERED  REGISTERED  SHARE     PRICE           FEE
_______________________________________________________________

Common 
Stock,     2,100,000  $51.50(3)  $108,150,000(3)  $37,293.10(4)
$1.00      Shares (2)
par value(1)                   



(1) Includes rights ("Rights") issuable pursuant to that
certain Common Stock Purchase Rights Plan dated September 21,
1988, which Rights are related to shares of Common Stock
(including shares registered hereunder and under the Prior
Registration Statement (defined herein)) in the ratio of one
Right to one share.

(2) Of this number, 1,800,000 shares are being registered for
issuance pursuant to the Northrop Grumman 1993 Long-Term
Incentive Stock Plan and 300,000 shares are being registered
for issuance pursuant to the Northrop Grumman Corporation 1995
Stock Option Plan for Non-Employee Directors.  Pursuant to Rule
416, this Registration Statement also covers such additional
securities as may become issuable pursuant to the anti-dilution
provisions of the Plans.

(3) Estimated solely for purposes of calculating the
registration fee.

(4) The registration fee has been calculated pursuant to Rule
457(h) based on the average of the high and low prices of the
Northrop Grumman Corporation Common Stock quoted on the New
York Stock Exchange on May 25, 1995 of $ 51.50 per share.

EXPLANATORY NOTE

          This registration statement relates to (1) the amendment
of the Northrop Grumman 1993 Long-Term Incentive Stock Plan
(the "1993 Plan") to increase the number of shares of Common
Stock authorized to be issued thereunder from 2,300,000 to
4,100,000 plus any shares which are available but not issued
under the Company's 1981 and 1987 Long-Term Incentive Plans and
(2) the adoption of the Northrop Grumman Corporation 1995 Stock
Option Plan for Non-Employee Directors pursuant to which
300,000 shares of Common Stock are authorized to be issued. 
The contents of the undersigned Registrant's registration
statement on Form S-8 with respect to the 1993 Plan,
Registration No. 33-49667 (the "Prior Registration Statement"),
filed with the Securities and Exchange Commission (the
"Commission") on June 11, 1993, are hereby incorporated by
reference.


Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information*

Item 2.  Registrant Information*


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


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.             Incorporation of Documents by Reference.

          The following documents filed by Northrop Grumman
Corporation (the "Company" or the "Registrant") with the
Commission are hereby incorporated by reference:

          The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.

          All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by
the registrant document referred to in (a) above.

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

          The description of the Company's Common Stock Purchase
Rights which is contained in the Company's registration
statement on Form 8-A dated September 22, 1988, including 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 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of
such documents.  Copies of these documents will not be filed
with this registration statement.  Any statement contained
herein or in a document 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 such statement is modified or superseded by a
subsequently filed document which also is or is deemed to be
incorporated by reference herein.  Any such statement so
modified or superseded shall not be deemed to constitute a part
of this registration statement except as so modified or
superseded.

Item 4.  Description of Securities.

          Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

          The legal opinion and consent of Richard R. Molleur,
Corporate Vice President and General Counsel of the Company, is
attached hereto as Exhibit 5.1.  Mr. Molleur owns 2,571 shares
of the Company's Common Stock valued, as of May 30, 1995, in
the amount of $133,370.63.  In addition, Mr. Molleur has vested
options to purchase 12,000 shares of the Company's Common Stock
at an exercise price of $25.00 per share and 6,000 shares at an
exercise price of $26.125.

Item 6.             Indemnification of Directors and Officers.

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

            Section 145 of the Delaware General Corporation Law
provides:

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

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

                    To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b) of this section, or in defense of
any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

                    Any indemnification under subsections (a) and (b) of
this section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in
subsections (a) and (b) of this section.  Such determination
shall be made (1) by a majority vote of the directors who are
not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or
if such directors so direct, by independent legal counsel in a
written opinion, or (3) by the stockholders.

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

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

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

                    For purposes of this section, references to "the
corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors,
officers, and employees or agents, so that any person who is or
was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent
corporation if its separate existence had continued.

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

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

                    The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement
of expenses or indemnification brought under this section or
under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.  The Court of Chancery
may summarily determine a corporation's obligation to advance
expenses (including attorneys' fees).

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

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

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

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

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

            Indemnification Agreements:

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

            Insurance:

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

Item 7.             Exemption From Registration Claimed.

          Not Applicable.

Item 8.Exhibits.

          The following exhibits are filed herewith:

           4.1  Northrop Grumman 1993 Long-Term Incentive Stock
Plan.

           4.2  Northrop Grumman Corporation 1995 Stock Option Plan
for Non-Employee Directors.

           5.1  Opinion regarding legality.

           23.1 Consent of Deloitte & Touche LLP.

           23.2 Consent of counsel (included in Exhibit 5.1).

           24.1 Power of Attorney.


Item 9.             Undertakings.

             The undersigned Company hereby undertakes:

                       To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement to include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement.

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

                       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.

                    The undersigned Company hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, as amended, each filing of the Company's annual report
pursuant to Section 13(a) or Section 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 the 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.

             Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended, may be permitted
to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.   In the event that a
claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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 Company
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 Act and will be governed by the final adjudication of such
issue.<PAGE>
SIGNATURES

          Pursuant to the requirements of the Securities Act
of 1933, as amended, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, in the capacities indicated, thereunto duly
authorized, in the City of Los Angeles, State of California, on
this 2nd day of June, 1995.


Northrop Grumman Corporation


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


          Pursuant to the requirements of the Securities Act of
1933, as amended, this registration statement has been signed
below by the following persons in the capacities and on the 2nd
day of June 1995.


SIGNATURE               TITLE                       


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

Richard B. Waugh, Jr.*  Corporate Vice President and
Richard B. Waugh, Jr.   Chief Financial Officer
                        (Principal Financial Officer)
                                         
Nelson F. Gibbs*       Corporate Vice President and           
Nelson F. Gibbs        Controller, Principal
                       Accounting Officer


Jack R. Borsting*      Director                                        
Jack R. Borsting                         


John T. Chain, Jr.*    Director                                       
John T. Chain, Jr.


Jack Edwards*          Director                                   
Jack Edwards                             


Barbara C. Jordan*     Director                                     
Barbara C. Jordan                        


Aulana L. Peters*      Director                                     
Aulana L. Peters


John E. Robson*        Director                                    
John E. Robson


Richard M. Rosenberg*  Director                                  
Richard M. Rosenberg


William F. Schmied*    Director                                   
William F. Schmied


Brent Scowcroft*       Director                                   
Brent Scowcroft


John Brooks Slaughter* Director                                     
John Brooks Slaughter


Wallace C. Solberg*    Director                                    
Wallace C. Solberg


Richard J. Stegemeier* Director                                      
Richard J. Stegemeier



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


EXHIBIT
NUMBER    DESCRIPTION                                      PAGE

4.1       Northrop Grumman 1993 Long-Term                   12
          Incentive Stock Plan, as Amended.                   


4.2       Northrop Grumman Corporation 1995                 18
          Stock Option Plan for Non-Employee Directors.


5.1       Opinion regarding legality.                       22          

         
23.1      Consent of Deloitte & Touche LLP.                 23

         
23.2      Consent of Counsel (included in Exhibit 5.1).     22  
     
24.1      Power of Attorney.                                25<PAGE>




EXHIBIT 4.1


NORTHROP GRUMMAN 1993 LONG-TERM INCENTIVE STOCK PLAN, AS
AMENDED
<PAGE>
NORTHROP GRUMMAN 1993 LONG-TERM INCENTIVE STOCK PLAN, AS
AMENDED

1.        Purpose 

          The purpose of the Northrop Grumman 1993 Long-Term
Incentive Stock Plan (the "Plan") is to promote the long-term
success of Northrop Grumman Corporation (the "Company") and to
increase shareholder value by providing its officers and
selected employees with incentives to create excellent
performance and to continue service with the Company, its
subsidiaries and affiliates. Both by encouraging such officers
and employees to become owners of the common stock of the
Company and by providing actual ownership through Plan awards,
it is intended that Plan participants will view the Company
from an ownership perspective. Additionally, the Company
believes the Plan will assist in attracting and retaining in
its employ outstanding people of training, experience and
ability. 

2.        Term

          The Plan shall become effective upon the approval by the
stockholders of the Company. Unless previously terminated by
the Company's Board of Directors (the "Board"), the Plan shall
terminate at the close of business on the fifth anniversary of
such stockholder approval. After termination of the Plan, no
future awards may be granted but previously granted awards
shall remain outstanding in accordance with their applicable
terms and conditions and the terms and conditions of the Plan. 

3.        Plan Administration

          A Committee (the "Committee") appointed by the Board shall
be responsible for administering the Plan. The Committee shall
be comprised of three or more non-employee members of the Board
who qualify to administer the Plan as contemplated by
Rule 16b-3 under the Securities and Exchange Act of 1934 (the
"1934 Act") or any successor rule. The Committee shall have
full and exclusive power to interpret the Plan and to adopt
such rules, regulations and guidelines for carrying out the
Plan as it may deem necessary or proper, all of which power
shall be executed in the best interests of the Company and in
keeping with the objectives of the Plan. This power includes,
but is not limited to, selecting award recipients, establishing
all award terms and conditions and adopting modifications,
amendments and procedures, including subplans and the like as
may be necessary to comply with provisions of the laws and
applicable regulatory rulings of countries in which the Company
operates in order to assure the viability of awards granted
under the Plan and to enable participants employed in such
countries to receive advantages and benefits under the Plan and
such laws and rulings. In no event, however, shall the
Committee or its designee have the right to cancel outstanding
stock options for the purpose of replacing or regranting such
options with a purchase price that is less than the purchase
price of the original option. 

4.        Eligibility

          Any employee of the Company shall be eligible to receive
one or more awards under the Plan. "Employee" shall also
include any former employee of the Company eligible to receive
an assumed or replacement award as contemplated in Sections 5
and 8, and "Company" includes any entity that is directly or
indirectly controlled by the Company or any entity in which the
Company has a significant equity interest, as determined by the
Committee. 

5.        Shares of Common Stock Subject to the Plan and Grant
Limits 

          (a)       Subject to Section 6 of the Plan, the aggregate
number of additional shares of common stock of the Company
("Common Stock") which may be issued or transferred pursuant to
awards under the Plan, or reserved for such issuance or
transfer, shall not exceed 4,100,000 shares. In addition,
(i) any shares of Common Stock which as of the effective date
of the Plan are reserved for issuance under the Company's 1981
and 1987 Long-Term Incentive Plans (the "Prior Plans") and
which are not thereafter issued; (ii) any shares of Common
Stock which are forfeited back to the Company under the Plan or
the Prior Plans; and (iii) any shares which have been exchanged
by a participant as full or partial payment to the Company in
connection with any award under the Plan or the Prior Plans,
shall be available for issuance under the Plan. 

          (b)       In no event, however, except as subject to adjustment
as provided in Section 6 shall more than 1,800,000 shares of
Common Stock be cumulatively available for issuance pursuant to
stock awards granted under Section 8(c) of the Plan. 

          (c)       In instances where a stock appreciation right ("SAR")
or other award is settled in cash or a form other than shares,
the shares that would have been issued had there been no cash
or other settlement shall nevertheless be deemed issued and
shall no longer be available for issuance under the Plan.
However, the payment of cash dividends and dividend equivalents
in conjunction with outstanding awards shall not be counted
against the shares available for issuance. Any shares that are
issued by the Company, and any awards that are granted by, or
become obligations of, the Company, through the assumption by
the Company or an affiliate of, or in substitution for,
outstanding awards previously granted by an acquired company
shall not, except in the case of awards granted to employees
who are subject to Section 16 of the 1934 Act, be counted
against the shares available for issuance under the Plan. 

          (d)       Any shares issued under the Plan may consist in whole
or in part of authorized and unissued shares or of treasury
shares, and no fractional shares shall be issued under the
Plan. Cash may be paid in lieu of any fractional shares in
settlements of awards under the Plan. 

          (e)       In no event shall the total number of shares of
Common Stock that may be awarded to any eligible participant
during any three year period pursuant to stock option grants
hereunder exceed 400,000 shares ("Grant Limit"). 

6.        Adjustments and Reorganizations

          In the event of any stock dividend, stock split,
combination or exchange of shares, merger, consolidation,
spin-off, recapitalization or other distribution (other than
normal cash dividends) of Company assets to stockholders, or
any other change affecting shares or share price, such
proportionate adjustments, if any, as the Committee in its
discretion may deem appropriate to reflect such change shall be
made with respect to (a) the aggregate number of shares that
may be issued under the Plan; (b) the Grant Limit established
under the Plan; (c) each outstanding award made under the Plan;
and (d) the exercise price per share for any outstanding stock
options, SARs or similar awards under the Plan. 

          In the event that the Company undergoes a change in
control (as defined by the Committee); or is not the surviving
company in a merger or consolidation with another company or in
the event of a liquidation or reorganization of the Company,
and in the absence of the surviving company's assumption of
outstanding awards made under the Plan, the Committee may
provide for appropriate adjustments and settlements of such
awards either at the time of award or at a subsequent date. 

7.        Fair Market Value

          Fair Market Value for all purposes under the Plan shall
mean the closing price of a share of Common Stock as reported
on the composite tape for securities listed on the New York
Stock Exchange (the "Exchange") for the date in question. If no
sales of Common Stock were made on the Exchange on that date,
the closing price of a share of Common Stock as reported on
said composite tape for the preceding day on which sales of
Common Stock were made on the Exchange shall be substituted. 

8.        Awards

          The Committee shall determine the type or types of
award(s) to be made to each participant. Awards may be granted
singly, in combination or in tandem. Awards also may be made in
combination or in tandem with, in replacement of, as
alternatives to, or as the payment form for grants or rights
under any other employee or compensation plan of the Company,
including the plan of any acquired entity. The types of awards
that may be granted under the Plan are:

          (a)       Stock Options - A grant of a right to purchase a
specified number of shares of Common Stock during a specified
period as determined by the Committee. The purchase price per
share for each option shall be not less than 100% of Fair
Market Value on the date of grant, except that, in the case of
a stock option granted retroactively in tandem with or as a
substitution for another award, the exercise or designated
price may be no lower than the Fair Market Value of a share on
the date such other award was granted. A stock option may be in
the form of an incentive stock option ("ISO") which, in
addition to being subject to applicable terms, conditions and
limitations established by the Committee, complies with
Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"). If an ISO is granted, the aggregate Fair Market
Value (determined on the date the option is granted) of Common
Stock subject to an ISO granted to a participant by the
Committee which first becomes exercisable in any calendar year
shall not exceed $100,000.00. The price at which shares of
Common Stock may be purchased under a stock option shall be
paid in full at the time of the exercise in cash or such other
method permitted by the Committee, including (i) tendering
(either actually or by attestation) Common Stock;
(ii) surrendering a stock award valued at Fair Market Value on
the date of surrender; (iii) authorizing a third party to sell
the shares (or a sufficient portion thereof) acquired upon
exercise of a stock option and assigning the delivery to the
Company of a sufficient amount of the sale proceeds to pay for
all the shares acquired through such exercise; or (iv) any
combination of the above. The Committee may grant stock options
that provide for the award of a new option when the exercise
price has been paid for by tendering shares of Common Stock to
the Company. This new option grant would cover the number of
shares tendered with the option purchase price set at the then
current Fair Market Value and would never extend beyond the
remaining term of the originally exercised option. 

          (b)       SARs - A right to receive a payment, in cash and/or
Common Stock, equal to the excess of the Fair Market Value of a
specified number of shares of Common Stock on the date the SAR
is exercised over the Fair Market Value on the date the SAR was
granted as set forth in the applicable award agreement, except
that, in the case of a SAR granted retroactively in tandem with
or as a substitution for another award, the exercise or
designated price may be no lower than the Fair Market Value of
a share on the date such other award was granted. 

          (c)       Stock Awards - An award made or denominated in stock
or units of stock. All or part of any stock award may be
subject to conditions and restrictions established by the
Committee, and set forth in the award agreement, which may
include, but are not limited to, continuous service with the
Company, achievement of specific business objectives, and other
measurements of individual, business unit or Company
performance. 

9.        Dividends and Dividend Equivalents

          The Committee may provide that any awards under the Plan
earn dividends or dividend equivalents. Such dividends or
dividend equivalents may be paid currently or may be credited
to a participant's account. Any crediting of dividends or
dividend equivalents may be subject to such restrictions and
conditions as the Committee may establish, including
reinvestment in additional shares or share equivalents. 

10.       Deferrals and Settlements

          Payment of awards may be in the form of cash, stock, other
awards or combinations thereof as the Committee shall
determine, and with such restrictions as it may impose. The
Committee may also require or permit participants to elect to
defer the issuance of shares or the settlement of awards in
cash under such rules and procedures as it may establish under
the Plan. It may also provide that deferred settlements include
the payment or crediting of interest on the deferral amounts,
or the payment or crediting of dividend equivalents where the
deferral amounts are denominated in shares. 

11.       Transferability and Exercisability

          All awards under the Plan shall be nontransferable and
shall not be assignable, alienable, saleable or otherwise
transferable by the participant other than by will or the laws
of descent and distribution, pursuant to a qualified domestic
relations order (as defined by the Code) or unless otherwise
determined by the Committee. However, in the event that a
participant terminates employment with the Company to assume a
position with a governmental, charitable, educational or
similar non-profit institution, the Committee may subsequently
authorize a third party, including but not limited to a "blind"
trust, to act on behalf of and for the benefit of the
respective participant regarding any outstanding awards held by
the participant subsequent to such termination of employment.
If so permitted by the Committee, a participant may designate a
beneficiary or beneficiaries to exercise the rights of the
participant and receive any distributions under the Plan upon
the death of the participant. 

12.       Award Agreements

          Awards under the Plan shall be evidenced  by agreements
that set forth the terms, conditions and limitations for each
award which may include the term of an award (except that in no
event shall the term of any ISO exceed a period of ten years
from the date of its grant), the provisions applicable in the
event the participant's employment terminates, and the
Company's authority to unilaterally or bilaterally amend,
modify, suspend, cancel or rescind any award; provided,
however, that such authority shall not extend to the reduction
of the exercise price of a previously granted option, except as
provided in Section 6 hereof. The Committee need not require
the execution of any such agreement, in which case acceptance
of the award by the respective participant shall constitute
agreement to the terms of the award. 

13.       Plan Amendment

          The plan may only be amended by a disinterested majority
of the Board of Directors as it deems necessary or appropriate
to better achieve the purpose of the Plan, except that no such
amendment shall be made without the approval of the Company's
stockholders which would increase the number of shares
available for issuance in accordance with Sections 5 and 6 of
the Plan or otherwise cause the Plan not to comply with
Rule 16b-3, or any successor rule, under the 1934 Act. 
14.       Tax Withholding

          The Company shall have the right to deduct from any
settlement of an award made under the Plan, including the
delivery or vesting of shares, a sufficient amount to cover
withholding of any Federal, state or local taxes required by
law or to take such other action as may be necessary to satisfy
any such withholding obligations. The Committee may permit
shares to be used to satisfy required tax withholding and such
shares shall be valued at the Fair Market Value as of the
settlement date of the applicable award. 

15.       Other Company Benefit and Compensation Programs

          Unless otherwise specifically determined by the Committee,
settlements of awards received by participants under the Plan
shall not be deemed a part of a participant's regular,
recurring compensation for purposes of calculating payments or
benefits from any Company benefit plan, severance program or
severance pay law of any country. Further, the Company may
adopt other compensation programs, plans or arrangements as it
deems appropriate or necessary. 

16.       Unfunded Plan

          Unless otherwise determined by the Committee, the Plan
shall be unfunded and shall not create (or be construed to
create) a trust or a separate fund or funds. The Plan shall not
establish any fiduciary relationship between the Company and
any participant or other person. To the extent any person holds
any rights by virtue of a grant awarded under the Plan, such
rights (unless otherwise determined by the Committee) shall be
no greater than the rights of an unsecured general creditor of
the Company. 

17.       Future Rights

          No person shall have any claim or rights to be granted an
award under the Plan, and no participant shall have any rights
under the Plan to be retained in the employ of the Company. 

18.       Governing Law

          The validity, construction and effect of the Plan and any
actions taken or relating to the Plan shall be determined in
accordance with the laws of the State of California and
applicable Federal law. 

19.       Successors and Assigns

          The Plan shall be binding on all successors and assigns of
a participant, including, without limitation, the estate of
such participant and the executor, administrator or trustee of
such estate, or any receiver or trustee in bankruptcy or
representative of the participant's creditors. 

20.       Rights as a Shareholder

          Except as otherwise provided in the award agreement, a
participant shall have no rights as a shareholder until he or
she becomes the holder of record of shares of Common Stock.
<PAGE>


EXHIBIT 4.2


NORTHROP GRUMMAN CORPORATION 1995 STOCK OPTION PLAN FOR NON-
EMPLOYEE DIRECTORS
<PAGE>
NORTHROP GRUMMAN CORPORATION 1995 STOCK OPTION PLAN FOR NON-
EMPLOYEE DIRECTORS


Section 1:  Purpose

          The Northrop Grumman Corporation 1995 Stock Option Plan
for Non-Employee Directors (the "Plan") has been adopted to
promote the longer-term growth and financial success of the
Company by (1) enhancing its ability to attract and retain
nonaffiliated individuals of outstanding ability as members of
the Board and (2) promoting a greater identity of interest
between non-employee members of the Board and shareholders. 

Section 2:  Definitions

          As used in the Plan, the following terms have these
respective meanings: 

          (a)       "Board" means the Company's Board of Directors. 

          (b)       "Common Stock" means the Company's Common Stock, par
value $1.00 per share, or any successor stock issued by the
Company in replacement or conversion thereof. 

          (c)       "Company" means Northrop Grumman Corporation, a
corporation established under the laws of the State of
Delaware. 

          (d)       "Fair Market Value" means for any given day the
closing sales price on such date of a share of Common Stock as
reported on the principal securities exchange on which such
shares of Common Stock are then listed or admitted to trading
or as reported on the National Association of Securities
Dealers Automated Quotation ("NASDAQ") National Market System,
if not so listed or admitted. If no sales of Common Stock were
made on such exchange or reported on the NASDAQ system on that
date, the closing price of a share of Common Stock for the
preceding day of such exchange or as reported by NASDAQ shall
be substituted. 

          (e)       "Grant Date" means the third business day following
the Company's Annual Meeting of Shareholders. 

          (f)       "Participant" means for each Grant Date any director
of the Company who is not an employee of the Company or any
subsidiary or affiliate of the Company on the applicable Grant
Date. 

          (g)       "Plan" means the Northrop Grumman Corporation 1995
Stock Option Plan for Non-Employee Directors. 

          (h)       "Stock Option" means a right to purchase shares of
Common Stock at the applicable Fair Market Value. 

          (i)       "1934 Act" means the Securities Exchange Act of 1934.


Section 3:  Effective Date

          The Plan shall be effective beginning on the date it is
approved by the Company's shareholders and shall remain in
effect for each applicable Grant Date until terminated by the
Board. If the Plan is terminated, the terms of the Plan shall
continue to apply to all outstanding Stock Options granted
prior to such termination. 

Section 4:  Plan Operation

          The Plan is intended to meet the requirements of
Rule 16b-3(c)(2)(ii) adopted under the 1934 Act and accordingly
is intended to be self-governing. To this end, the Plan is
intended to require no discretionary action by any
administrative body with regard to any transaction under the
Plan except as specified in Section 5(b) of the Plan.

 
Section 5:  Common Stock Available for Stock Options

          (a)       Number of Shares.  A maximum of 300,000 shares of
Common Stock may be issued upon the exercise of Stock Options
granted under the Plan. Shares of Common Stock shall not be
deemed issued until the applicable Stock Option has been
exercised and, accordingly, any shares of Common Stock
represented by Stock Options which expire unexercised or which
are cancelled shall remain available for issuance under the
Plan. 

          (b)       Adjustments.  The Board, as it deems appropriate to
meet the intent of the Plan, may make such adjustments to the
number of shares available under the Plan and to any
outstanding Stock Options, provided such adjustments are
consistent with the effect on other shareholders arising from
any corporate restructuring or similar action. Such actions may
include, but are not limited to, any stock dividend, stock
split, combination or exchange of shares, merger,
consolidation, recapitalization, spin-off or other distribution
(other than normal cash dividends) of Company assets to
shareholders, or any other change affecting the Common Stock.
The Board may also, when similarly appropriate, make such
adjustment in the exercise price of outstanding Stock Options
as it deems necessary to preserve the rights of Participants
under the Plan. 

Section 6:  Stock Option Terms

          (a)       Granting of Stock Options.  Each Participant shall be
granted a Stock Option to purchase 500 shares on each Grant
Date that the Plan is in effect. 

          (b)       Duration and Exercisability.  Each Stock Option shall
have a term of ten years and shall become immediately
exercisable on the Grant Date. 

          (c)       Termination of Directorship.  When a Participant
ceases to be a member of the Board, each Stock Option or
portions thereof, held by such Participant shall continue to be
exercisable for the lesser of five years or until the end of
the original term. Notwithstanding the foregoing, if a
Participant is terminated as a member of the Board for cause,
any exercisable Stock Option shall cease to be exercisable on
the date of termination. 

          (d)       Exercise of Stock Options.  Stock Options may be
exercised by giving written notice to the Secretary of the
Company stating the number of shares of Common Stock with
respect to which the Stock Option is being exercised and
tendering payment therefor. Payment for shares of Common Stock
shall be made in full at the time that a Stock Option, or any
part thereof, is exercised. Payment may be made (i) in cash, or
(ii) by delivery of shares of Common Stock of the Company held
by the Participant, which shares shall be valued, for purposes
of payment, at their Fair Market Value on the date of payment,
or (iii) by a combination of (i) and (ii) above, or (iv) by
ensuring receipt by the Company of an executed exercise notice
coupled with an irrevocable instruction to a broker to execute
a "same day" sale and deliver the sale exercise price to the
Company, or (v) by directing the Company to withhold from the
shares that would otherwise be issued upon exercise of the
Stock Option that number of whole shares having a fair market
value equal to the aggregate option price for the optioned
shares issuable on exercise of the Stock Option. Shares of the
Company's Common Stock so withheld shall be valued at their
Fair Market Value at the close of the last business day
immediately preceding the date of exercise of the Stock Option.
The Participant agrees that, in the event the exercise of any
Stock Options granted in this Plan or the disposition of shares
following exercise of such options results in the Participant's
realization of income which for federal, state or local income
tax purposes is, in the opinion of counsel for the Company,
subject to withholding of tax at source by the Company, the
Participant will pay to the Company an amount equal to such
withholding tax (i) in cash or (ii) by delivery of Common Stock
already owned by the Participant prior to delivery to the
Participant of certificates representing the shares purchased
or transferred or (iii) upon issuance of any stock under this
Plan, allow the Company to withhold such shares otherwise
issuable by the amount necessary to satisfy the Participant's
federal, state and local tax withholding requirements. 

Section 7:  General Provisions

          (a)       Non-Transferability of Stock Options.  So long as
restrictions on transferability of Stock Options are required
by Rule 16b-3 or any successor rule adopted pursuant to the
1934 Act, a Stock Option granted under the Plan may not be
transferred otherwise than as permitted by Rule 16b-3 or any
successor rule. Rule 16b-3 currently permits transfers only by
will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Internal
Revenue Code of 1986, as amended, or Title I of the Employee
Retirement Income Security Act, or the rules thereunder. 

          (b)       Documentation of Grants.  Stock Options shall be
evidenced by written agreements. 

          (c)       Plan Amendment.  The Board may amend or terminate the
Plan provided that (i) stockholder approval shall be required
for any amendment whenever such approval is necessary to allow
this Plan to meet the conditions of Rule 16b-3 (or any
successor rule) under the 1934 Act, and (ii) no amendment may
impair any Participant's rights with respect to an outstanding
Stock Option without the consent of the Participant. The Plan
may not be amended more than once every six months, other than
to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act or the rules
thereunder. 

          (d)       Future Rights.  Neither the Plan nor the granting of
Stock Options nor any such action taken pursuant to the Plan,
shall constitute or be evidence of any agreement or
understanding, express or implied, that the Company shall
retain a Participant for any period of time, or at any
particular rate of compensation as a member of the Board.
Nothing in this Plan shall in any way limit or effect the right
of the Board or the shareholders of the Company to remove any
Participant from the Board or otherwise terminate his or her
service as a member of the Board. 

          (e)       Governing Law.  The validity, construction and effect
of the Plan and any such actions taken under or relating to the
Plan shall be determined in accordance with the laws of the
State of California and applicable Federal law.<PAGE>


EXHIBIT 5.1


OPINION REGARDING LEGALITY






<PAGE>

June 2, 1995



Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California  90067


Ladies and Gentlemen:

                    I am the Corporate Vice President and General Counsel
of Northrop Grumman Corporation (the "Company").  This opinion
is rendered in connection with the filing of a registration
statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, relating to the offer of up
to 2,100,000 shares of Common Stock of the Company.  Of this
number, 1,800,000 shares are being registered for issuance in
connection with the amendment of the Northrop Grumman 1993
Long-Term Incentive Stock Plan (the "1993 Plan") and 300,000
shares are being registered for issuance in connection with the
adoption of the Northrop Grumman Corporation 1995 Stock Option
Plan for Non-Employee Directors (the "Directors Plan").

                    In the preparation of this opinion, I have examined
or caused to be examined originals or copies of such documents
as I have deemed necessary or advisable in order to render the
opinion set forth below.  In rendering the opinion set forth
below, I have assumed:

                              The genuineness of all signatures, the authen-
ticity of all documents submitted to me as originals, the con-
formity to the originals of all documents submitted to me as
copies, and the authenticity of all such originals.

                              The due authorization, execution and delivery of
the Registration Statement and the documents and instruments
referred to therein by and on behalf of all parties thereto.

                              The issuance of Common Stock in accordance with
the terms of the 1993 Plan and the Directors Plan.

                    On the basis of the foregoing and subject to the
qualifications and limitations set forth below, it is my
opinion that the Common Stock covered by the Registration
Statement, when issued and paid for in accordance with the 1993
Plan or the Directors Plan, respectively, will be legally
issued, fully paid and non-assessable.

                    This opinion speaks only as of the date hereof and is
based solely upon the existing laws of the United States, and
the general corporation laws of the State of California and the
State of Delaware, and I express no opinion, and none should be
inferred, as to any other laws.

                    This opinion may not be relied upon by any other
person or for any other purpose, nor may it be quoted from or
referred to, or copies delivered to any other person, without
my prior written consent.  I hereby consent to the inclusion of
this opinion as an exhibit in the Registration Statement.  

                                                 Respectfully submitted,
                                                             
                                                 /s/  Richard R. Molleur
Richard R. Molleur
Corporate Vice President and
General Counsel<PAGE>




EXHIBIT 23.1


CONSENT OF DELOITTE & TOUCHE LLP

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 15, 1995, appearing in the
Annual Report on Form 10-K of Northrop Grumman Corporation for
each of the five years in the period ended December 31, 1994.


/s/Deloitte & Touche LLP
Deloitte & Touche LLP
Los Angeles, California
June 2, 1995
<PAGE>


EXHIBIT 24.1


POWER OF ATTORNEY<PAGE>




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


KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and officers of NORTHROP GRUMMAN CORPORATION, a
Delaware corporation, (the "Company"), nominate, constitute and
appoint RICHARD R. MOLLEUR and SHEILA M. GIBBONS, and each of
them, acting or signing singly, as his or her agents and
attorneys-in-fact, in his or her respective name in the
capacity indicated below to execute and/or file (1) a
registration statement on Form S-8 under the Securities Act of
1933, as amended (the "Act"), in connection with the
registration under the Act of securities which are proposed to
be offered to participants of the Northrop Grumman 1993 Long-
Term Incentive Stock Plan and the Northrop Grumman 1995 Stock
Option Plan for Non-Employee Directors; and (2) any one or more
amendments to any part of the foregoing registration statement,
including any post-effective amendments or appendices or
supplements that may be required to be filed under the Act to
keep such registration statement effective or to terminate its
effectiveness (including the financial statements, prospectus,
schedules and all exhibits and other documents filed therewith
or constituting a part thereof).

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

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

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

IN WITNESS WHEREOF, each of the undersigned has subscribed
these presents this 17th day of May, 1995.

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

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

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

/s/Jack Edwards               Director
Jack Edwards

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

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

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

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

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

/s/Brent Scowcroft            Director
Brent Scowcroft                          

/s/John Brooks Slaughter      Director
John Brooks Slaughter

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

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

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

/s/Nelson F. Gibbs            Corporate Vice President and 
Nelson F. Gibbs               Controller (Principal Accounting
                              Officer)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 65649}]
{"company-data": {"conformed-name": "NORTHROP GRUMMAN CORP", "cik": "0000072945", "assigned-sic": "3721", "irs-number": "951055798", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59815", "film-number": "95544728"}, "business-address": {"street1": "1840 CENTURY PARK EAST", "city": "LOS ANGELES", "state": "CA", "zip": "90067", "phone": "2135536262"}, "former-company": [{"former-conformed-name": "NORTHROP CORP", "date-changed": "19920703"}, {"former-conformed-name": "NORTHROP AIRCRAFT INC", "date-changed": "19711109"}]}
As filed with the Securities and Exchange Commission on June 2,
1995
Registration No. 33-_________    
______________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
________________________

FORM S-8
Registration Statement Under the Securities Act of 1933
________________________

NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)

Delaware                                 95-1055798
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)           Identification No.)

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

Northrop Grumman 1993 Long-Term Incentive Stock Plan
Northrop Grumman Corporation 1995 Stock Option Plan for Non-
Employee Directors
(Full title of the plans)

Richard R. Molleur
Corporate Vice President and General Counsel
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California  90067
(310) 553-6262
(Name, address and telephone number of agent for service)
________________

Calculation of Registration Fee
_______________________________________________________________

                        PROPOSED
                        MAXIMUM   PROPOSED
TITLE OF                OFFERING  MAXIMUM         
SECURITIES  AMOUNT      PRICE     AGGREGATE       AMOUNT OF
TO BE       TO BE       PER       OFFERING        REGISTRATION
REGISTERED  REGISTERED  SHARE     PRICE           FEE
_______________________________________________________________

Common 
Stock,     2,100,000  $51.50(3)  $108,150,000(3)  $37,293.10(4)
$1.00      Shares (2)
par value(1)                   

(1) Includes rights ("Rights") issuable pursuant to that
certain Common Stock Purchase Rights Plan dated September 21,
1988, which Rights are related to shares of Common Stock
(including shares registered hereunder and under the Prior
Registration Statement (defined herein)) in the ratio of one
Right to one share.

(2) Of this number, 1,800,000 shares are being registered for
issuance pursuant to the Northrop Grumman 1993 Long-Term
Incentive Stock Plan and 300,000 shares are being registered
for issuance pursuant to the Northrop Grumman Corporation 1995
Stock Option Plan for Non-Employee Directors.  Pursuant to Rule
416, this Registration Statement also covers such additional
securities as may become issuable pursuant to the anti-dilution
provisions of the Plans.

(3) Estimated solely for purposes of calculating the
registration fee.

(4) The registration fee has been calculated pursuant to Rule
457(h) based on the average of the high and low prices of the
Northrop Grumman Corporation Common Stock quoted on the New
York Stock Exchange on May 25, 1995 of $ 51.50 per share.

EXPLANATORY NOTE

          This registration statement relates to (1) the amendment
of the Northrop Grumman 1993 Long-Term Incentive Stock Plan
(the "1993 Plan") to increase the number of shares of Common
Stock authorized to be issued thereunder from 2,300,000 to
4,100,000 plus any shares which are available but not issued
under the Company's 1981 and 1987 Long-Term Incentive Plans and
(2) the adoption of the Northrop Grumman Corporation 1995 Stock
Option Plan for Non-Employee Directors pursuant to which
300,000 shares of Common Stock are authorized to be issued. 
The contents of the undersigned Registrant's registration
statement on Form S-8 with respect to the 1993 Plan,
Registration No. 33-49667 (the "Prior Registration Statement"),
filed with the Securities and Exchange Commission (the
"Commission") on June 11, 1993, are hereby incorporated by
reference.

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information*

Item 2.  Registrant Information*

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

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.             Incorporation of Documents by Reference.

          The following documents filed by Northrop Grumman
Corporation (the "Company" or the "Registrant") with the
Commission are hereby incorporated by reference:

          The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.

          All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by
the registrant document referred to in (a) above.

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

          The description of the Company's Common Stock Purchase
Rights which is contained in the Company's registration
statement on Form 8-A dated September 22, 1988, including 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 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of
such documents.  Copies of these documents will not be filed
with this registration statement.  Any statement contained
herein or in a document 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 such statement is modified or superseded by a
subsequently filed document which also is or is deemed to be
incorporated by reference herein.  Any such statement so
modified or superseded shall not be deemed to constitute a part
of this registration statement except as so modified or
superseded.

Item 4.  Description of Securities.

          Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

          The legal opinion and consent of Richard R. Molleur,
Corporate Vice President and General Counsel of the Company, is
attached hereto as Exhibit 5.1.  Mr. Molleur owns 2,571 shares
of the Company's Common Stock valued, as of May 30, 1995, in
the amount of $133,370.63.  In addition, Mr. Molleur has vested
options to purchase 12,000 shares of the Company's Common Stock
at an exercise price of $25.00 per share and 6,000 shares at an
exercise price of $26.125.

Item 6.             Indemnification of Directors and Officers.

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

            Section 145 of the Delaware General Corporation Law
provides:

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

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

                    To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b) of this section, or in defense of
any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

                    Any indemnification under subsections (a) and (b) of
this section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in
subsections (a) and (b) of this section.  Such determination
shall be made (1) by a majority vote of the directors who are
not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or
if such directors so direct, by independent legal counsel in a
written opinion, or (3) by the stockholders.

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

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

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

                    For purposes of this section, references to "the
corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors,
officers, and employees or agents, so that any person who is or
was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent
corporation if its separate existence had continued.

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

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

                    The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement
of expenses or indemnification brought under this section or
under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.  The Court of Chancery
may summarily determine a corporation's obligation to advance
expenses (including attorneys' fees).

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

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

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

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

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

            Indemnification Agreements:

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

            Insurance:

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

Item 7.             Exemption From Registration Claimed.

          Not Applicable.

Item 8.Exhibits.

          The following exhibits are filed herewith:

           4.1  Northrop Grumman 1993 Long-Term Incentive Stock
Plan.

           4.2  Northrop Grumman Corporation 1995 Stock Option Plan
for Non-Employee Directors.

           5.1  Opinion regarding legality.

           23.1 Consent of Deloitte & Touche LLP.

           23.2 Consent of counsel (included in Exhibit 5.1).

           24.1 Power of Attorney.

Item 9.             Undertakings.

             The undersigned Company hereby undertakes:

                       To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement to include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement.

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

                       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.

                    The undersigned Company hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, as amended, each filing of the Company's annual report
pursuant to Section 13(a) or Section 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 the 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.

             Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended, may be permitted
to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.   In the event that a
claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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 Company
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 Act and will be governed by the final adjudication of such
issue.
SIGNATURES

          Pursuant to the requirements of the Securities Act
of 1933, as amended, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, in the capacities indicated, thereunto duly
authorized, in the City of Los Angeles, State of California, on
this 2nd day of June, 1995.

Northrop Grumman Corporation

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

          Pursuant to the requirements of the Securities Act of
1933, as amended, this registration statement has been signed
below by the following persons in the capacities and on the 2nd
day of June 1995.

SIGNATURE               TITLE                       

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

Richard B. Waugh, Jr.*  Corporate Vice President and
Richard B. Waugh, Jr.   Chief Financial Officer
                        (Principal Financial Officer)
                                         
Nelson F. Gibbs*       Corporate Vice President and           
Nelson F. Gibbs        Controller, Principal
                       Accounting Officer

Jack R. Borsting*      Director                                        
Jack R. Borsting                         

John T. Chain, Jr.*    Director                                       
John T. Chain, Jr.

Jack Edwards*          Director                                   
Jack Edwards                             

Barbara C. Jordan*     Director                                     
Barbara C. Jordan                        

Aulana L. Peters*      Director                                     
Aulana L. Peters

John E. Robson*        Director                                    
John E. Robson

Richard M. Rosenberg*  Director                                  
Richard M. Rosenberg

William F. Schmied*    Director                                   
William F. Schmied

Brent Scowcroft*       Director                                   
Brent Scowcroft

John Brooks Slaughter* Director                                     
John Brooks Slaughter

Wallace C. Solberg*    Director                                    
Wallace C. Solberg

Richard J. Stegemeier* Director                                      
Richard J. Stegemeier

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

EXHIBIT
NUMBER    DESCRIPTION                                      PAGE

4.1       Northrop Grumman 1993 Long-Term                   12
          Incentive Stock Plan, as Amended.                   

4.2       Northrop Grumman Corporation 1995                 18
          Stock Option Plan for Non-Employee Directors.

5.1       Opinion regarding legality.                       22          

         
23.1      Consent of Deloitte & Touche LLP.                 23

         
23.2      Consent of Counsel (included in Exhibit 5.1).     22  
     
24.1      Power of Attorney.                                25
EXHIBIT 4.1

NORTHROP GRUMMAN 1993 LONG-TERM INCENTIVE STOCK PLAN, AS
AMENDED
NORTHROP GRUMMAN 1993 LONG-TERM INCENTIVE STOCK PLAN, AS
AMENDED

1.        Purpose 

          The purpose of the Northrop Grumman 1993 Long-Term
Incentive Stock Plan (the "Plan") is to promote the long-term
success of Northrop Grumman Corporation (the "Company") and to
increase shareholder value by providing its officers and
selected employees with incentives to create excellent
performance and to continue service with the Company, its
subsidiaries and affiliates. Both by encouraging such officers
and employees to become owners of the common stock of the
Company and by providing actual ownership through Plan awards,
it is intended that Plan participants will view the Company
from an ownership perspective. Additionally, the Company
believes the Plan will assist in attracting and retaining in
its employ outstanding people of training, experience and
ability. 

2.        Term

          The Plan shall become effective upon the approval by the
stockholders of the Company. Unless previously terminated by
the Company's Board of Directors (the "Board"), the Plan shall
terminate at the close of business on the fifth anniversary of
such stockholder approval. After termination of the Plan, no
future awards may be granted but previously granted awards
shall remain outstanding in accordance with their applicable
terms and conditions and the terms and conditions of the Plan. 

3.        Plan Administration

          A Committee (the "Committee") appointed by the Board shall
be responsible for administering the Plan. The Committee shall
be comprised of three or more non-employee members of the Board
who qualify to administer the Plan as contemplated by
Rule 16b-3 under the Securities and Exchange Act of 1934 (the
"1934 Act") or any successor rule. The Committee shall have
full and exclusive power to interpret the Plan and to adopt
such rules, regulations and guidelines for carrying out the
Plan as it may deem necessary or proper, all of which power
shall be executed in the best interests of the Company and in
keeping with the objectives of the Plan. This power includes,
but is not limited to, selecting award recipients, establishing
all award terms and conditions and adopting modifications,
amendments and procedures, including subplans and the like as
may be necessary to comply with provisions of the laws and
applicable regulatory rulings of countries in which the Company
operates in order to assure the viability of awards granted
under the Plan and to enable participants employed in such
countries to receive advantages and benefits under the Plan and
such laws and rulings. In no event, however, shall the
Committee or its designee have the right to cancel outstanding
stock options for the purpose of replacing or regranting such
options with a purchase price that is less than the purchase
price of the original option. 

4.        Eligibility

          Any employee of the Company shall be eligible to receive
one or more awards under the Plan. "Employee" shall also
include any former employee of the Company eligible to receive
an assumed or replacement award as contemplated in Sections 5
and 8, and "Company" includes any entity that is directly or
indirectly controlled by the Company or any entity in which the
Company has a significant equity interest, as determined by the
Committee. 

5.        Shares of Common Stock Subject to the Plan and Grant
Limits 

          (a)       Subject to Section 6 of the Plan, the aggregate
number of additional shares of common stock of the Company
("Common Stock") which may be issued or transferred pursuant to
awards under the Plan, or reserved for such issuance or
transfer, shall not exceed 4,100,000 shares. In addition,
(i) any shares of Common Stock which as of the effective date
of the Plan are reserved for issuance under the Company's 1981
and 1987 Long-Term Incentive Plans (the "Prior Plans") and
which are not thereafter issued; (ii) any shares of Common
Stock which are forfeited back to the Company under the Plan or
the Prior Plans; and (iii) any shares which have been exchanged
by a participant as full or partial payment to the Company in
connection with any award under the Plan or the Prior Plans,
shall be available for issuance under the Plan. 

          (b)       In no event, however, except as subject to adjustment
as provided in Section 6 shall more than 1,800,000 shares of
Common Stock be cumulatively available for issuance pursuant to
stock awards granted under Section 8(c) of the Plan. 

          (c)       In instances where a stock appreciation right ("SAR")
or other award is settled in cash or a form other than shares,
the shares that would have been issued had there been no cash
or other settlement shall nevertheless be deemed issued and
shall no longer be available for issuance under the Plan.
However, the payment of cash dividends and dividend equivalents
in conjunction with outstanding awards shall not be counted
against the shares available for issuance. Any shares that are
issued by the Company, and any awards that are granted by, or
become obligations of, the Company, through the assumption by
the Company or an affiliate of, or in substitution for,
outstanding awards previously granted by an acquired company
shall not, except in the case of awards granted to employees
who are subject to Section 16 of the 1934 Act, be counted
against the shares available for issuance under the Plan. 

          (d)       Any shares issued under the Plan may consist in whole
or in part of authorized and unissued shares or of treasury
shares, and no fractional shares shall be issued under the
Plan. Cash may be paid in lieu of any fractional shares in
settlements of awards under the Plan. 

          (e)       In no event shall the total number of shares of
Common Stock that may be awarded to any eligible participant
during any three year period pursuant to stock option grants
hereunder exceed 400,000 shares ("Grant Limit"). 

6.        Adjustments and Reorganizations

          In the event of any stock dividend, stock split,
combination or exchange of shares, merger, consolidation,
spin-off, recapitalization or other distribution (other than
normal cash dividends) of Company assets to stockholders, or
any other change affecting shares or share price, such
proportionate adjustments, if any, as the Committee in its
discretion may deem appropriate to reflect such change shall be
made with respect to (a) the aggregate number of shares that
may be issued under the Plan; (b) the Grant Limit established
under the Plan; (c) each outstanding award made under the Plan;
and (d) the exercise price per share for any outstanding stock
options, SARs or similar awards under the Plan. 

          In the event that the Company undergoes a change in
control (as defined by the Committee); or is not the surviving
company in a merger or consolidation with another company or in
the event of a liquidation or reorganization of the Company,
and in the absence of the surviving company's assumption of
outstanding awards made under the Plan, the Committee may
provide for appropriate adjustments and settlements of such
awards either at the time of award or at a subsequent date. 

7.        Fair Market Value

          Fair Market Value for all purposes under the Plan shall
mean the closing price of a share of Common Stock as reported
on the composite tape for securities listed on the New York
Stock Exchange (the "Exchange") for the date in question. If no
sales of Common Stock were made on the Exchange on that date,
the closing price of a share of Common Stock as reported on
said composite tape for the preceding day on which sales of
Common Stock were made on the Exchange shall be substituted. 

8.        Awards

          The Committee shall determine the type or types of
award(s) to be made to each participant. Awards may be granted
singly, in combination or in tandem. Awards also may be made in
combination or in tandem with, in replacement of, as
alternatives to, or as the payment form for grants or rights
under any other employee or compensation plan of the Company,
including the plan of any acquired entity. The types of awards
that may be granted under the Plan are:

          (a)       Stock Options - A grant of a right to purchase a
specified number of shares of Common Stock during a specified
period as determined by the Committee. The purchase price per
share for each option shall be not less than 100% of Fair
Market Value on the date of grant, except that, in the case of
a stock option granted retroactively in tandem with or as a
substitution for another award, the exercise or designated
price may be no lower than the Fair Market Value of a share on
the date such other award was granted. A stock option may be in
the form of an incentive stock option ("ISO") which, in
addition to being subject to applicable terms, conditions and
limitations established by the Committee, complies with
Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"). If an ISO is granted, the aggregate Fair Market
Value (determined on the date the option is granted) of Common
Stock subject to an ISO granted to a participant by the
Committee which first becomes exercisable in any calendar year
shall not exceed $100,000.00. The price at which shares of
Common Stock may be purchased under a stock option shall be
paid in full at the time of the exercise in cash or such other
method permitted by the Committee, including (i) tendering
(either actually or by attestation) Common Stock;
(ii) surrendering a stock award valued at Fair Market Value on
the date of surrender; (iii) authorizing a third party to sell
the shares (or a sufficient portion thereof) acquired upon
exercise of a stock option and assigning the delivery to the
Company of a sufficient amount of the sale proceeds to pay for
all the shares acquired through such exercise; or (iv) any
combination of the above. The Committee may grant stock options
that provide for the award of a new option when the exercise
price has been paid for by tendering shares of Common Stock to
the Company. This new option grant would cover the number of
shares tendered with the option purchase price set at the then
current Fair Market Value and would never extend beyond the
remaining term of the originally exercised option. 

          (b)       SARs - A right to receive a payment, in cash and/or
Common Stock, equal to the excess of the Fair Market Value of a
specified number of shares of Common Stock on the date the SAR
is exercised over the Fair Market Value on the date the SAR was
granted as set forth in the applicable award agreement, except
that, in the case of a SAR granted retroactively in tandem with
or as a substitution for another award, the exercise or
designated price may be no lower than the Fair Market Value of
a share on the date such other award was granted. 

          (c)       Stock Awards - An award made or denominated in stock
or units of stock. All or part of any stock award may be
subject to conditions and restrictions established by the
Committee, and set forth in the award agreement, which may
include, but are not limited to, continuous service with the
Company, achievement of specific business objectives, and other
measurements of individual, business unit or Company
performance. 

9.        Dividends and Dividend Equivalents

          The Committee may provide that any awards under the Plan
earn dividends or dividend equivalents. Such dividends or
dividend equivalents may be paid currently or may be credited
to a participant's account. Any crediting of dividends or
dividend equivalents may be subject to such restrictions and
conditions as the Committee may establish, including
reinvestment in additional shares or share equivalents. 

10.       Deferrals and Settlements

          Payment of awards may be in the form of cash, stock, other
awards or combinations thereof as the Committee shall
determine, and with such restrictions as it may impose. The
Committee may also require or permit participants to elect to
defer the issuance of shares or the settlement of awards in
cash under such rules and procedures as it may establish under
the Plan. It may also provide that deferred settlements include
the payment or crediting of interest on the deferral amounts,
or the payment or crediting of dividend equivalents where the
deferral amounts are denominated in shares. 

11.       Transferability and Exercisability

          All awards under the Plan shall be nontransferable and
shall not be assignable, alienable, saleable or otherwise
transferable by the participant other than by will or the laws
of descent and distribution, pursuant to a qualified domestic
relations order (as defined by the Code) or unless otherwise
determined by the Committee. However, in the event that a
participant terminates employment with the Company to assume a
position with a governmental, charitable, educational or
similar non-profit institution, the Committee may subsequently
authorize a third party, including but not limited to a "blind"
trust, to act on behalf of and for the benefit of the
respective participant regarding any outstanding awards held by
the participant subsequent to such termination of employment.
If so permitted by the Committee, a participant may designate a
beneficiary or beneficiaries to exercise the rights of the
participant and receive any distributions under the Plan upon
the death of the participant. 

12.       Award Agreements

          Awards under the Plan shall be evidenced  by agreements
that set forth the terms, conditions and limitations for each
award which may include the term of an award (except that in no
event shall the term of any ISO exceed a period of ten years
from the date of its grant), the provisions applicable in the
event the participant's employment terminates, and the
Company's authority to unilaterally or bilaterally amend,
modify, suspend, cancel or rescind any award; provided,
however, that such authority shall not extend to the reduction
of the exercise price of a previously granted option, except as
provided in Section 6 hereof. The Committee need not require
the execution of any such agreement, in which case acceptance
of the award by the respective participant shall constitute
agreement to the terms of the award. 

13.       Plan Amendment

          The plan may only be amended by a disinterested majority
of the Board of Directors as it deems necessary or appropriate
to better achieve the purpose of the Plan, except that no such
amendment shall be made without the approval of the Company's
stockholders which would increase the number of shares
available for issuance in accordance with Sections 5 and 6 of
the Plan or otherwise cause the Plan not to comply with
Rule 16b-3, or any successor rule, under the 1934 Act. 
14.       Tax Withholding

          The Company shall have the right to deduct from any
settlement of an award made under the Plan, including the
delivery or vesting of shares, a sufficient amount to cover
withholding of any Federal, state or local taxes required by
law or to take such other action as may be necessary to satisfy
any such withholding obligations. The Committee may permit
shares to be used to satisfy required tax withholding and such
shares shall be valued at the Fair Market Value as of the
settlement date of the applicable award. 

15.       Other Company Benefit and Compensation Programs

          Unless otherwise specifically determined by the Committee,
settlements of awards received by participants under the Plan
shall not be deemed a part of a participant's regular,
recurring compensation for purposes of calculating payments or
benefits from any Company benefit plan, severance program or
severance pay law of any country. Further, the Company may
adopt other compensation programs, plans or arrangements as it
deems appropriate or necessary. 

16.       Unfunded Plan

          Unless otherwise determined by the Committee, the Plan
shall be unfunded and shall not create (or be construed to
create) a trust or a separate fund or funds. The Plan shall not
establish any fiduciary relationship between the Company and
any participant or other person. To the extent any person holds
any rights by virtue of a grant awarded under the Plan, such
rights (unless otherwise determined by the Committee) shall be
no greater than the rights of an unsecured general creditor of
the Company. 

17.       Future Rights

          No person shall have any claim or rights to be granted an
award under the Plan, and no participant shall have any rights
under the Plan to be retained in the employ of the Company. 

18.       Governing Law

          The validity, construction and effect of the Plan and any
actions taken or relating to the Plan shall be determined in
accordance with the laws of the State of California and
applicable Federal law. 

19.       Successors and Assigns

          The Plan shall be binding on all successors and assigns of
a participant, including, without limitation, the estate of
such participant and the executor, administrator or trustee of
such estate, or any receiver or trustee in bankruptcy or
representative of the participant's creditors. 

20.       Rights as a Shareholder

          Except as otherwise provided in the award agreement, a
participant shall have no rights as a shareholder until he or
she becomes the holder of record of shares of Common Stock.
EXHIBIT 4.2

NORTHROP GRUMMAN CORPORATION 1995 STOCK OPTION PLAN FOR NON-
EMPLOYEE DIRECTORS
NORTHROP GRUMMAN CORPORATION 1995 STOCK OPTION PLAN FOR NON-
EMPLOYEE DIRECTORS

Section 1:  Purpose

          The Northrop Grumman Corporation 1995 Stock Option Plan
for Non-Employee Directors (the "Plan") has been adopted to
promote the longer-term growth and financial success of the
Company by (1) enhancing its ability to attract and retain
nonaffiliated individuals of outstanding ability as members of
the Board and (2) promoting a greater identity of interest
between non-employee members of the Board and shareholders. 

Section 2:  Definitions

          As used in the Plan, the following terms have these
respective meanings: 

          (a)       "Board" means the Company's Board of Directors. 

          (b)       "Common Stock" means the Company's Common Stock, par
value $1.00 per share, or any successor stock issued by the
Company in replacement or conversion thereof. 

          (c)       "Company" means Northrop Grumman Corporation, a
corporation established under the laws of the State of
Delaware. 

          (d)       "Fair Market Value" means for any given day the
closing sales price on such date of a share of Common Stock as
reported on the principal securities exchange on which such
shares of Common Stock are then listed or admitted to trading
or as reported on the National Association of Securities
Dealers Automated Quotation ("NASDAQ") National Market System,
if not so listed or admitted. If no sales of Common Stock were
made on such exchange or reported on the NASDAQ system on that
date, the closing price of a share of Common Stock for the
preceding day of such exchange or as reported by NASDAQ shall
be substituted. 

          (e)       "Grant Date" means the third business day following
the Company's Annual Meeting of Shareholders. 

          (f)       "Participant" means for each Grant Date any director
of the Company who is not an employee of the Company or any
subsidiary or affiliate of the Company on the applicable Grant
Date. 

          (g)       "Plan" means the Northrop Grumman Corporation 1995
Stock Option Plan for Non-Employee Directors. 

          (h)       "Stock Option" means a right to purchase shares of
Common Stock at the applicable Fair Market Value. 

          (i)       "1934 Act" means the Securities Exchange Act of 1934.

Section 3:  Effective Date

          The Plan shall be effective beginning on the date it is
approved by the Company's shareholders and shall remain in
effect for each applicable Grant Date until terminated by the
Board. If the Plan is terminated, the terms of the Plan shall
continue to apply to all outstanding Stock Options granted
prior to such termination. 

Section 4:  Plan Operation

          The Plan is intended to meet the requirements of
Rule 16b-3(c)(2)(ii) adopted under the 1934 Act and accordingly
is intended to be self-governing. To this end, the Plan is
intended to require no discretionary action by any
administrative body with regard to any transaction under the
Plan except as specified in Section 5(b) of the Plan.

 
Section 5:  Common Stock Available for Stock Options

          (a)       Number of Shares.  A maximum of 300,000 shares of
Common Stock may be issued upon the exercise of Stock Options
granted under the Plan. Shares of Common Stock shall not be
deemed issued until the applicable Stock Option has been
exercised and, accordingly, any shares of Common Stock
represented by Stock Options which expire unexercised or which
are cancelled shall remain available for issuance under the
Plan. 

          (b)       Adjustments.  The Board, as it deems appropriate to
meet the intent of the Plan, may make such adjustments to the
number of shares available under the Plan and to any
outstanding Stock Options, provided such adjustments are
consistent with the effect on other shareholders arising from
any corporate restructuring or similar action. Such actions may
include, but are not limited to, any stock dividend, stock
split, combination or exchange of shares, merger,
consolidation, recapitalization, spin-off or other distribution
(other than normal cash dividends) of Company assets to
shareholders, or any other change affecting the Common Stock.
The Board may also, when similarly appropriate, make such
adjustment in the exercise price of outstanding Stock Options
as it deems necessary to preserve the rights of Participants
under the Plan. 

Section 6:  Stock Option Terms

          (a)       Granting of Stock Options.  Each Participant shall be
granted a Stock Option to purchase 500 shares on each Grant
Date that the Plan is in effect. 

          (b)       Duration and Exercisability.  Each Stock Option shall
have a term of ten years and shall become immediately
exercisable on the Grant Date. 

          (c)       Termination of Directorship.  When a Participant
ceases to be a member of the Board, each Stock Option or
portions thereof, held by such Participant shall continue to be
exercisable for the lesser of five years or until the end of
the original term. Notwithstanding the foregoing, if a
Participant is terminated as a member of the Board for cause,
any exercisable Stock Option shall cease to be exercisable on
the date of termination. 

          (d)       Exercise of Stock Options.  Stock Options may be
exercised by giving written notice to the Secretary of the
Company stating the number of shares of Common Stock with
respect to which the Stock Option is being exercised and
tendering payment therefor. Payment for shares of Common Stock
shall be made in full at the time that a Stock Option, or any
part thereof, is exercised. Payment may be made (i) in cash, or
(ii) by delivery of shares of Common Stock of the Company held
by the Participant, which shares shall be valued, for purposes
of payment, at their Fair Market Value on the date of payment,
or (iii) by a combination of (i) and (ii) above, or (iv) by
ensuring receipt by the Company of an executed exercise notice
coupled with an irrevocable instruction to a broker to execute
a "same day" sale and deliver the sale exercise price to the
Company, or (v) by directing the Company to withhold from the
shares that would otherwise be issued upon exercise of the
Stock Option that number of whole shares having a fair market
value equal to the aggregate option price for the optioned
shares issuable on exercise of the Stock Option. Shares of the
Company's Common Stock so withheld shall be valued at their
Fair Market Value at the close of the last business day
immediately preceding the date of exercise of the Stock Option.
The Participant agrees that, in the event the exercise of any
Stock Options granted in this Plan or the disposition of shares
following exercise of such options results in the Participant's
realization of income which for federal, state or local income
tax purposes is, in the opinion of counsel for the Company,
subject to withholding of tax at source by the Company, the
Participant will pay to the Company an amount equal to such
withholding tax (i) in cash or (ii) by delivery of Common Stock
already owned by the Participant prior to delivery to the
Participant of certificates representing the shares purchased
or transferred or (iii) upon issuance of any stock under this
Plan, allow the Company to withhold such shares otherwise
issuable by the amount necessary to satisfy the Participant's
federal, state and local tax withholding requirements. 

Section 7:  General Provisions

          (a)       Non-Transferability of Stock Options.  So long as
restrictions on transferability of Stock Options are required
by Rule 16b-3 or any successor rule adopted pursuant to the
1934 Act, a Stock Option granted under the Plan may not be
transferred otherwise than as permitted by Rule 16b-3 or any
successor rule. Rule 16b-3 currently permits transfers only by
will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Internal
Revenue Code of 1986, as amended, or Title I of the Employee
Retirement Income Security Act, or the rules thereunder. 

          (b)       Documentation of Grants.  Stock Options shall be
evidenced by written agreements. 

          (c)       Plan Amendment.  The Board may amend or terminate the
Plan provided that (i) stockholder approval shall be required
for any amendment whenever such approval is necessary to allow
this Plan to meet the conditions of Rule 16b-3 (or any
successor rule) under the 1934 Act, and (ii) no amendment may
impair any Participant's rights with respect to an outstanding
Stock Option without the consent of the Participant. The Plan
may not be amended more than once every six months, other than
to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act or the rules
thereunder. 

          (d)       Future Rights.  Neither the Plan nor the granting of
Stock Options nor any such action taken pursuant to the Plan,
shall constitute or be evidence of any agreement or
understanding, express or implied, that the Company shall
retain a Participant for any period of time, or at any
particular rate of compensation as a member of the Board.
Nothing in this Plan shall in any way limit or effect the right
of the Board or the shareholders of the Company to remove any
Participant from the Board or otherwise terminate his or her
service as a member of the Board. 

          (e)       Governing Law.  The validity, construction and effect
of the Plan and any such actions taken under or relating to the
Plan shall be determined in accordance with the laws of the
State of California and applicable Federal law.
EXHIBIT 5.1

OPINION REGARDING LEGALITY
June 2, 1995

Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California  90067

Ladies and Gentlemen:

                    I am the Corporate Vice President and General Counsel
of Northrop Grumman Corporation (the "Company").  This opinion
is rendered in connection with the filing of a registration
statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, relating to the offer of up
to 2,100,000 shares of Common Stock of the Company.  Of this
number, 1,800,000 shares are being registered for issuance in
connection with the amendment of the Northrop Grumman 1993
Long-Term Incentive Stock Plan (the "1993 Plan") and 300,000
shares are being registered for issuance in connection with the
adoption of the Northrop Grumman Corporation 1995 Stock Option
Plan for Non-Employee Directors (the "Directors Plan").

                    In the preparation of this opinion, I have examined
or caused to be examined originals or copies of such documents
as I have deemed necessary or advisable in order to render the
opinion set forth below.  In rendering the opinion set forth
below, I have assumed:

                              The genuineness of all signatures, the authen-
ticity of all documents submitted to me as originals, the con-
formity to the originals of all documents submitted to me as
copies, and the authenticity of all such originals.

                              The due authorization, execution and delivery of
the Registration Statement and the documents and instruments
referred to therein by and on behalf of all parties thereto.

                              The issuance of Common Stock in accordance with
the terms of the 1993 Plan and the Directors Plan.

                    On the basis of the foregoing and subject to the
qualifications and limitations set forth below, it is my
opinion that the Common Stock covered by the Registration
Statement, when issued and paid for in accordance with the 1993
Plan or the Directors Plan, respectively, will be legally
issued, fully paid and non-assessable.

                    This opinion speaks only as of the date hereof and is
based solely upon the existing laws of the United States, and
the general corporation laws of the State of California and the
State of Delaware, and I express no opinion, and none should be
inferred, as to any other laws.

                    This opinion may not be relied upon by any other
person or for any other purpose, nor may it be quoted from or
referred to, or copies delivered to any other person, without
my prior written consent.  I hereby consent to the inclusion of
this opinion as an exhibit in the Registration Statement.  

                                                 Respectfully submitted,
                                                             
                                                 /s/  Richard R. Molleur
Richard R. Molleur
Corporate Vice President and
General Counsel
EXHIBIT 23.1

CONSENT OF DELOITTE & TOUCHE LLP

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 15, 1995, appearing in the
Annual Report on Form 10-K of Northrop Grumman Corporation for
each of the five years in the period ended December 31, 1994.

/s/Deloitte & Touche LLP
Deloitte & Touche LLP
Los Angeles, California
June 2, 1995
EXHIBIT 24.1

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

KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and officers of NORTHROP GRUMMAN CORPORATION, a
Delaware corporation, (the "Company"), nominate, constitute and
appoint RICHARD R. MOLLEUR and SHEILA M. GIBBONS, and each of
them, acting or signing singly, as his or her agents and
attorneys-in-fact, in his or her respective name in the
capacity indicated below to execute and/or file (1) a
registration statement on Form S-8 under the Securities Act of
1933, as amended (the "Act"), in connection with the
registration under the Act of securities which are proposed to
be offered to participants of the Northrop Grumman 1993 Long-
Term Incentive Stock Plan and the Northrop Grumman 1995 Stock
Option Plan for Non-Employee Directors; and (2) any one or more
amendments to any part of the foregoing registration statement,
including any post-effective amendments or appendices or
supplements that may be required to be filed under the Act to
keep such registration statement effective or to terminate its
effectiveness (including the financial statements, prospectus,
schedules and all exhibits and other documents filed therewith
or constituting a part thereof).

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

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

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

IN WITNESS WHEREOF, each of the undersigned has subscribed
these presents this 17th day of May, 1995.

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

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

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

/s/Jack Edwards               Director
Jack Edwards

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

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

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

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

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

/s/Brent Scowcroft            Director
Brent Scowcroft                          

/s/John Brooks Slaughter      Director
John Brooks Slaughter

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

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

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

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