<PAGE>1
                             Registration No.


                    SECURITIES AND EXCHANGE COMMISSION


                          WASHINGTON, D.C. 20549


                                 FORM S-8


         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


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

              New York                      11-0844750
      (State of Incorporation)    (IRS Employer Identification No.)

                           1111 Stewart Avenue
                  Bethpage, Long Island, New York 11714
                 (Address of Principal Executive Offices)


                           GRUMMAN CORPORATION
                         Long-Term Incentive Plan
                           (Full title of plan)


                          STEVEN DELY, Secretary
                           GRUMMAN CORPORATION
                           1111 Stewart Avenue
                  Bethpage, Long Island, New York 11714
                 (Name and address of agent for service)

       Telephone number, including area code, of agent for service:
                              (516) 575-7873
                                     
                     Calculation of Registration Fee


                                  Proposed       Proposed
Title of           Amount         maximum        maximum
securities         to be          offering       aggregate  Amount of
to be              registered     price per      offering   registration
registered                        share *        price *    fee



Common Stock,      1,750,000      $64.4375     $112,765,625  $38,884.97
Par Value $1       shares
Per Share



*Estimated solely for the purpose of calculation of the registration fee,
based on the average of the high and low price on New York Stock Exchange-
- -Composite Transactions -- March 28, 1994.

<PAGE>2                                          
                          REGISTRATION STATEMENT

This registration statement is filed with respect to 1,750,000 shares of
Grumman Corporation Common Stock, Par Value $1 Per Share, issuable in
connection with the Grumman Corporation Long-Term Incentive Plan.

    Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

    Registrant is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission").  The following
documents and information filed with the Commission by Grumman Corporation
(the "Company") (File No. 1-3024) are hereby incorporated herein by
reference, and shall be deemed to be a part hereof:

    (i)  The Company's latest Annual Report on Form 10-K, which
incorporates the Company's audited consolidated financial statements for
the Company's latest fiscal year for which such statements have been filed
and the report of the Company's independent public accountants thereon;

    (ii)  The Company's definitive Proxy Statement in connection with the
latest annual meeting of its stockholders, any definitive proxy or
information statements so filed in connection with any subsequent special
meeting of its stockholders, and the information statements pursuant to
Section 14(f) of the Exchange Act and Rule 14f-1 thereunder filed as Annex
I to each Schedule 14D-9 referred to in item (v) below;

    (iii)  The Company's current Reports on Forms 10-Q and 8-K since the
end of the fiscal year covered by the Annual Report referred to in (i)
above;

    (iv)  The description of the Company's Common Stock contained in the
Prospectus dated February 20, 1986 (pp. 6-8), included in Registration
Statement No. 33-3109, as supplemented by the Company's Registration
Statement on Form 8-A filed March 9, 1988 as amended by Amendment No. 1
filed on March 24, 1988, describing Rights to Purchase Series A Junior
Participating Preferred Stock; and

    (v)  The Company's Schedule 14D-9, Solicitation/Recommendation
Statement Pursuant to Section 14(d)(4) of the Exchange Act, filed on March
8, 1994, as amended; and the Company's Schedule 14D-9,
Solicitation/Recommendation Statement (with respect to the Tender Offer by
Northrop Corporation) Pursuant to Section 14(d)(4) of the Exchange Act,
filed on March 24, 1994, as amended.

    All documents filed by the Company pursuant to Sections 13, 14 and
15(d) of the Exchange Act after the date hereof and prior to the
termination of the offering of the Common Stock made hereby 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.  The
Company will provide without charge to each person entitled thereto, on
the written request of such person, a copy of any of the documents
referred to above.  Written requests for such copies should be directed
to:
                         Office of the Secretary
                           Grumman Corporation
                           1111 Stewart Avenue
                           Bethpage, N.Y. 11714
                                   -1-



<PAGE>3
    Grumman Corporation is subject to the informational requirements of
the Exchange Act and in accordance therewith files reports, proxy
statements and other information with the Commission.  Information, as of
particular dates, concerning directors and officers, their remuneration,
options granted to them, the principal holders of securities of the
Company, and any material interest of any such persons in transactions
with the Company, is disclosed in proxy statements distributed to the
Company's shareholders and filed with the Commission.  Items filed with
the Commission may be inspected, and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. and at the Commission's regional
offices at 500 W. Madison, Suite 1400, Chicago, Illinois 60601, and Seven
World Trade Center, 13th Floor, New York, New York 10048.  Copies of such
material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates.  Such material also may be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York and at the offices of
the Boston, Chicago, Pacific and Philadelphia Stock Exchanges.

    Additional updating information with respect to the securities and
plan covered herein will be provided in the future to plan participants.

    Item 5.    INTEREST OF COUNSEL - LEGAL OPINION

    Certain matters in connection with the Common Stock issuable in
connection with the Long-Term Incentive Plan are being passed on by T.L.
Genovese, Esq., Vice President and General Counsel of the Company.  Mr.
Genovese owned beneficially 26,422 shares of Common Stock as of February
28, 1994.

    Item 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Sections 721 through 726 of the Business Corporation Law of the State
of New York (the "BCL"), in which the Company is incorporated, permit the
indemnification of directors or officers of a New York corporation for
reasonable expenses incurred in connection with the defense of any action
brought by or in the right of the corporation against them in their
capacity as directors or officers unless such directors or officers are
adjudged to have breached their statutory duty to the corporation or
unless the expenses are incurred in defending an action which is settled
without court approval.  With respect to actions or proceedings against
directors and officers brought other than by or in the right of the
corporation, indemnification is permitted for judgments, fines and
reasonable expenses if such directors or officers acted in good faith, for
purposes reasonably believed to be in the best interest of the corporation
and, in criminal proceedings, in addition, had no reasonable cause to
believe their conduct was unlawful.






                                   -2-
                                     


<PAGE>4
    Article VI of the Company's By-Laws provides that the Company shall
indemnify (a) any person made, or threatened to be made, a party to any
action or proceeding by reason of the fact that such person, the testator
or testatrix or the administrator or administratrix of such person, is or
was a director or officer of the Company and (b) any director or officer
of the Company who served any other company of any type or kind, domestic
or foreign, or any partnership, joint venture, trust, employee benefit
plan, or other enterprise in any capacity at the request of the Company,
in the manner and to the maximum extent permitted in Article VII of the
BCL, as amended from time to time, and the Company may by action of the
Board of Directors indemnify any or all corporate personnel of the
Company, other than directors and officers, in such manner and to such
extent as the Board of Directors in its discretion shall determine,
subject to applicable law.

    Article VI of the Company's By-Laws also authorizes the Company to
enter into agreements with any of its directors, officers, employees or
other persons extending rights to indemnification to such person to the
fullest extent permitted by applicable law.  Pursuant to such
authorization, the Company has entered into specific indemnification
agreements with its directors, certain officers, and certain employees who
hold fiduciary positions in respect of employee benefit plans or who serve
as directors of other entities at the Company's request.  The agreements
provide for mandatory indemnification and mandatory advancement of
expenses to the fullest extent permitted by the BCL.

    Section 402 of the BCL permits a corporation to include a provision in
its certificate of incorporation eliminating or limiting the personal
liability of a director to the corporation or its shareholders for damages
for any breach of duty as a director, provided that such provision shall
not limit or eliminate the liability of a director (i) for acts or
omissions, not in good faith or which involve intentional misconduct or a
knowing violation of law, (ii) for any transaction from which the director
derived an improper personal benefit, (iii) for any violation of Section
719 of the BCL, which imposes liability on directors for unlawful payment
of dividends on or purchases or redemptions of its stock, unlawful
distributions in liquidation and illegal loans to directors, or (iv) for
any act or omission that occurred prior to the adoption of the provision
authorized by Section 402 of the BCL. The Company's Certificate of
Incorporation includes a provision eliminating the liability of its
directors to the Company or its shareholders to the full extent permitted
by Section 402 of BCL.

    In addition, the Company maintains directors' and officers' liability
insurance for the benefit of its directors and officers.










                                   -3-
<PAGE>5
    Item 8.  EXHIBITS


    The following exhibits are filed herewith or incorporated herein by
reference, and are part of this Registration Statement:

Exhibit 4     Instruments defining the rights of participating employees--

              Exhibit 4(a)        Grumman Corporation Long-Term Incentive
                                  Plan

              Exhibit 4(b)        Certain Terms Governing Performance
                                  Shares (relates to Performance
                                  Share Awards under the Plan)

              Exhibit 4(c)        Terms and Conditions of Stock            
                                  Options Granted Pursuant to the Grumman
                                  Corporation Long-Term Incentive Plan
                                  (relates to Stock Option Awards under
                                  the Plan)

              Exhibit 4(d)        Terms and Conditions of Restricted Stock
                                  Granted Pursuant to the Grumman
                                  Corporation Long-Term Incentive Plan
                                  (relates to Restricted Stock Awards
                                  under the Plan)

              Exhibit 4(e)        Form of Grant of Performance Share
                                  Award and Stock Option Award

              Exhibit 4(f)        Form of Grant of Stock Option Award

              Exhibit 4(g)        Form of Grant of Restricted Stock Award

              Exhibit 4(h)        Option Exercise Form (Exercise using
                                  cash)

              Exhibit 4(i)        Option Exercise Form (Exercise using
                                  previously owned stock)

              Exhibit 4(j)        Option Surrender Form

Exhibit 5     Opinion of counsel as to legality of securities to be
              registered, indicating they will when sold be legally
              issued, fully paid and nonassessable.

Exhibit 13    Those portions, and only those portions, of Grumman
              Corporation's 1993 Annual Report to security holders,
              Exhibit 13 to Grumman Corporation's Form 10-K for the year
              ending December 31, 1993, that are specified in said Exhibit
              13 as being deemed filed with the Securities and Exchange
              Commission as part of said Form 10-K, are incorporated in
              this Registration Statement by this reference.

Exhibit 23(a) Consent of Arthur Andersen & Co.

Exhibit 23(b) Consent of T.L. Genovese, Esq. (included in Exhibit 5).

Exhibit 24    Powers of Attorney (including certified resolutions).

                                   -4-



<PAGE>6
    Item 9.   UNDERTAKINGS

    The undersigned registrant hereby undertakes:

         (a)  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;

         (b)  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;

         (C)  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;

         (d)  The undersigned registrant hereby undertakes that, for the
              purposes of determining any liability under the Securities
              Act of 1933, each filing of the registrant's annual report
              pursuant to section 13 (a) or 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;

         (e)  Insofar as indemnification for liabilities arising under the
              Securities Act of 1933 as amended (the "Act") 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 Securities and Exchange 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
              registrant in the successful defense of any action, suit or
              proceeding) is asserted against the Company 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 issues.



                                   -5-
                                     


<PAGE>7
                                SIGNATURES


    The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8, and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in Bethpage, State of New York, on
this 29th day of March 1994.

                                       GRUMMAN CORPORATION
                                          (Registrant)


                                  By   /s/ John H. Mullan
                                       (John H. Mullan,
                                       Attorney-in-Fact)


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

Signature               Title                         Date

Renso L. Caporali*      Chairman of the Board,        March 29, 1994
                        Chief Executive Officer
                        and Director

Robert J. Myers*        President,                    
                        Chief Operating Officer
                        and Director

J. Robert Anderson*     Vice Chairman,                
                        Chief Financial Officer
                        and Director

Nat P. Busi*            Vice President,               
                        Controller and
                        Principal Accounting
                        Officer

Kenneth S. Axelson*     Director                      

Lucy Wilson Benson*     Director                      

Richard Dulude*         Director                      

Victor Hao Li*          Director                 

Charles Marshall*       Director                      



                                   -6-




Signature               Title                         Date


James F. Orr III        Director                 

                  
(James F. Orr III)

John T. Sargent*        Director                 

Eddie N. Williams*      Director                      




*  By /s/ John H. Mullan
      (John H. Mullan,
       Attorney-in-Fact)


































                                   -7-
<PAGE>8                                     
                            INDEX TO EXHIBITS


Exhibit 4          Instruments defining the rights of participating
                   employees--

    Exhibit 4(a)   Grumman Corporation Long-Term Incentive Plan

    Exhibit 4(b)   Certain Terms Governing Performance Shares (relates to
                   Performance Share Awards under the Plan)

    Exhibit 4(c)   Terms and Conditions of Stock Options Granted Pursuant
                   to the Grumman Corporation Long-Term Incentive Plan
                   (relates to Stock Option Awards under the Plan)

    Exhibit 4(d)   Terms and Conditions of Restricted Stock Granted
                   Pursuant to the Grumman Corporation Long-Term Incentive
                   Plan (relates to Restricted Stock Awards under the
                   Plan)

    Exhibit 4(e)   Form of Grant of Performance Share Award and Stock
                   Option Award

    Exhibit 4(f)   Form of Grant of Stock Option Award

    Exhibit 4(g)   Form of Grant of Restricted Stock Award

    Exhibit 4(h)   Option Exercise Form (Exercise using cash)

    Exhibit 4(i)   Option Exercise Form (Exercise using previously owned
                   stock)

    Exhibit 4(j)   Option Surrender Form

Exhibit 5          Opinion of counsel as to legality of securities
                   to be registered, indicating they will when sold be
                   legally issued, fully paid and nonassessable.

Exhibit 13*        Those portions, and only those portions, of
                   Grumman Corporation's 1993 Annual Report to security
                   holders, Exhibit 13 to Grumman Corporation's Form 10-K
                   for the year ending December 31, 1993, that are
                   specified in said Exhibit 13 as being deemed filed with
                   the Securities and Exchange Commission as part of said
                   Form 10-K, are incorporated in this Registration
                   Statement by reference.

Exhibit 23(a)      Consent of Arthur Andersen & Co.

Exhibit 23(b)      Consent of T.L. Genovese, Esq. (included in
                   Exhibit 5).

Exhibit 24         Powers of Attorney (including certified
                   resolutions).

*Incorporated by reference.

                                   -8-
<PAGE>9                                     
                                                 EXHIBIT 4(a)


                            GRUMMAN CORPORATION
                                     
                         LONG-TERM INCENTIVE PLAN


I.  Purpose

    The purpose  of the  Grumman Corporation  Long-Term Incentive Plan (the
"Plan") is  to attract  and retain  and provide  incentives to employees to
achieve pre-established  performance and  profitability  standards  of  the
Company and to thereby increase overall shareholders' value.


II. Definitions

    (a) "Award"  includes, without  limitation,  stock  options  (including
incentive stock  options under  Section 422  of the  Code) with a surrender
feature,  performance  share  awards,  dividend  equivalent  rights,  stock
awards, restricted  share awards,  or other awards that are valued in whole
or in  part by  reference to,  or are otherwise based on, the Corporation's
Common Stock  ("other Common  Stock-based awards"),  all on  a stand alone,
combination or tandem basis, as described in or granted under this Plan.

    (b) "Award Summary" means a written summary setting forth the terms and
conditions of each Award made under this Plan.

    (c) "Board"  means the Board of Directors of the Corporation, excluding
any member  who is  an officer  or  employee  of  the  Corporation  or  who
otherwise would not be considered a disinterested person within the meaning
of Rule 16b-3 of the Securities and Exchange Commission.

    (d) "Code"  means the  Internal Revenue  Code of  1986, as amended from
time to time.

    (e) "Committee"  means the  Compensation Committee of the Board or such
other committee of the Board as may be designated by the Board from time to
time to administer this Plan.

    (f) "Common  Stock" means  the $1.00  par value  Common  Stock  of  the
Corporation.

    (g) "Corporation" means Grumman Corporation, a New York corporation.

    (h)  "Employee"   means  an   employee  of  Grumman  Corporation  or  a
Subsidiary.

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






                                    -1-

<PAGE>10
    (j)   "Fair Market  Value" means  the average  of the  highest and  the
lowest quoted  selling price  on the  New  York  Stock  Exchange  Composite
Transactions Tape on the relevant valuation date or, if there were no sales
on the  valuation date,  on the  next preceding  date on which such selling
prices were  recorded; provided,  however, that  the Committee  may specify
some other  definition of  Fair Market Value with respect to any particular
Award.

    (k)   "Participant" means  an Employee  who has  been granted  an Award
under the Plan.

    (l)   "Plan Year"  means a twelve-month period beginning with January l
of each year.

    (m)   "Subsidiary" means  any  corporation  or  other  entity,  whether
domestic or  foreign, in  which the Corporation has or obtains, directly or
indirectly, a  proprietary interest  of more  than 50%  by reason  of stock
ownership or otherwise.

III. Eligibility

    Any Employee selected by the Committee is eligible to receive an Award.


IV.  Plan Administration

    (a) Except  as otherwise  determined by  the Board,  the Plan  shall be
administered by  the Committee.   The Board, or the Committee to the extent
determined by  the  Board,  shall  periodically  make  determinations  with
respect to  the participation  of Employees  in the  Plan  and,  except  as
otherwise required by law or this Plan, the grant terms of Awards including
vesting schedules,  price, length  of relevant  performance, restriction or
option period,  dividend rights,  post-retirement and  termination  rights,
payment alternatives  such as cash, stock, contingent awards or other means
of payment  consistent with the purposes of this Plan, and such other terms
and conditions as the Board or the Committee deems appropriate.

    (b) The  Committee shall  have authority  to interpret and construe the
provisions of  the Plan  and the  Award Summaries  and make  determinations
pursuant to  any Plan  provision or  Award Summarv which shall be final and
binding on all persons.  No member of the Committee shall be liable for any
action or  determination made  in good  faith, and  the  members  shall  be
entitled to indemnification and reimbursement in the manner provided in the
Corporation's Certificate  of Incorporation, as it may be amended from time
to time.

    (c) The Committee may designate persons other than its members to carry
out its  responsibilities under  such conditions  or limitations  as it may
set, other  than its  authority with  regard to Awards granted to Employees
who are officers or directors of the Corporation for purposes of Section 16
of the Exchange Act.

    (d) The  Committee shall  have the  authority at  any time  prior to  a
Change in  Control (as  defined in  Section XII(b))  to cancel  Awards  for
reasonable cause  and to provide for the conditions and circumstances under
which Awards shall be forfeited.
                                    -2-

<PAGE>11
V. Stock Subject to the Provisions of This Plan

    (a) The stock subject to the provisions of this Plan shall be shares of
authorized but  unissued Common  Stock and  shares of  Common Stock held as
treasury stock.  Subject to adjustment in accordance with the provisions of
Section X, and subject to Section V(c) below, the total number of shares of
Common Stock available for grants of Awards shall not exceed 1,750,000.

    (b) Any  shares ceasing  to be  subject to  an option  because  of  the
surrender of  such option  in lieu of exercise shall become again available
for award  under the  Plan.  The grant of a performance or restricted share
Award shall be deemed to be equal to the maximum number of shares which may
be issued  under the  Award.   Awards payable  in cash  will not reduce the
number of shares available for Awards granted under the Plan.

    (c) There  shall be  carried forward  and be available for Awards under
the Plan,  in addition to shares available for grant under paragraph (a) of
this Section  V, all  of the following: (i) any unused portion of the limit
set forth  in paragraph  (a) of  this Section V; (ii) shares represented by
Awards which  are cancelled,  forfeited, surrendered,  terminated, paid  in
cash or  expire unexercised; and (iii) the excess amount of variable Awards
which become fixed at less than their maximum limitations.


VI.  Awards Under This Plan

    As the  Board or Committee may determine, the following types of Awards
and other  Common Stock-based  Awards may  be granted  under this Plan on a
stand alone, combination or tandem basis:

     (a) Stock  Option.   A right  to buy  a specified  number of shares of
Common Stock  at a fixed exercise price during a specified time, all as the
Committee may  determine; provided  that the  exercise price  of any option
shall not be less than 100% of the Fair Market Value of the Common Stock on
the date of grant of the Award.

     (b) Incentive  Stock Option.   An  Award in the form of a stock option
which shall  comply with the requirements of Section 422 of the Code or any
successor Section  as it  may be  amended from  time to  time.   Subject to
adjustment in  accordance with  the provisions  of Section X, the aggregate
number of  shares which  may be  subject to  incentive stock  option Awards
under this  Plan shall  not exceed  1,000,000 shares,  subject to Section V
above.   To the  extent that  Section 422  of  the  Code  requires  certain
provisions to  be  set  forth  in  a  written  plan,  said  provisions  are
incorporated herein by this reference.

     (c) Option Surrender Right.  A right contained in the grant of a stock
option or  incentive stock options to receive the excess of the Fair Market
Value of a share of Common Stock on the date the option is surrendered over
the option exercise price contained in the grant letter.




                                    -3-

<PAGE>12
     (d) Restricted and Performance Shares. A transfer of Common Stock to a
Participant, subject to such restrictions on transfer or other incidents of
ownership, or  subject to specified performance standards, for such periods
of time  as  the  Committee  may  determine.    Subject  to  adjustment  in
accordance with the provisions of Section X, the aggregate number of shares
which may  be granted  as restricted stock Awards under this Plan shall not
exceed 250,000, subject to Section V above.

     (e) Dividend  or Equivalent.   A  right to  receive dividends or their
equivalent in  value in Common Stock, cash or in a combination of both with
respect to  any new  or previously  existing Award.   Dividend  equivalents
credited in the form of Common Stock shall be subject to tax withholding by
deducting therefrom  that number  of shares  the Fair Market Value of which
equals the  amount required  to be  withheld.  Shares of Common Stock to be
withheld for tax withholding purposes may be either at the required minimum
or maximum  combined statutory  tax rate,  plus FICA  taxes,  if  required.
However, any  participant who  is subject  to the  reporting provisions  of
Section 16(a)  of the  Securities Exchange  Act of  1934, as amended, shall
have such  withholdings at  the maximum  combined statutory  tax rate, plus
FICA taxes, if required.

     (f) Stock  Award.   An unrestricted  transfer of  ownership of  Common
Stock which  may only  be made  to Employees  other than  Employees who are
officers or  directors of the Corporation for purposes of Section 16 of the
Exchange Act.

     (g) Other  Stock-Based Awards.   Other Common Stock-based Awards which
are related  to or  serve a  similar function  to those Awards set forth in
this Section VI.


VII.  Award Summaries and Agreement

     Each Award  under the  Plan shall be evidenced by an Award Summary and
Agreement.   Delivery of an Award Summary and Agreement to each Participant
shall constitute  an agreement,  subject to  Section IV(d)  and Section  IX
hereof, between  the Corporation  and the  Participant as  to the terms and
conditions of the Award.


VIII.  Other Terms and Conditions

     (a) Assignability.   No  Award shall  be  assignable  or  transferable
except by  will, by  the laws  of descent and distribution or pursuant to a
quafified domestic  relations order  as defined by the Code, and during the
lifetime of  a Participant,  the Award  shall be  exercisable only  by such
Participant  or   such  Participant's  guardian,  legal  representative  or
assignee pursuant to a qualified domestic relations order.

     (b) Termination  of Employment.  The  Committee  shall  determine  the
disposition of  the grant  of each  Award in  the event  of the retirement,
disability, death or other termination of a Participant's employment.


                                    -4-

<PAGE>13
     (c) Rights  as a Stockholder.  A Participant shall have no rights as a
stockholder with  respect to  shares covered by an Award until the date the
Participant or  his nominee, guardian or legal representative is the holder
of record.   No  adjustment will  be made for dividends or other rights for
which the record date is prior to such date.

     (d) No  Obligation to Exercise.  The grant of an Award shall impose no
obligation upon the Participant to exercise the Award.

     (e) Payments by Participants.  The Committee may determine that Awards
for which  a payment  is due from a Participant may be payable: (i) in U.S.
dollars by  personal check,  bank draft or money order payable to the order
of the  Corporation, by  money transfers  or direct  account  debits;  (ii)
through the  delivery or  deemed  delivery  based  on  attestation  to  the
ownership of  shares of  Common Stock with a Fair Market Value equal to the
total payment  due from  the Participant;  (iii) by  a combination  of  the
methods described  in (i)  and (ii) above; or (iv) by such other methods as
the Committee may deem appropriate.

     (f) Withholding.   Except  as otherwise provided by the Committee, (i)
the deduction  of withholding  and any  other taxes required by law will be
made from  all amounts  paid in  cash and  (ii) in  the case of payments of
Awards in  shares of Common Stock, the Participant shall be required to pay
the amount  of any  taxes required to be withheld, prior to receipt of such
stock, with that number of shares the Fair Market Value of which equals the
amount required  to be withheld.  Shares of Common Stock to be withheld for
tax withholding  purposes may  be either at the required minimum or maximum
combined statutory  tax rate,  plus FICA  taxes, if required.  However, any
Participant who  is subject to the reporting provisions of Section 16(a) of
the  Securities   Exchange  Act  of  1934,  as  amended,  shall  have  such
withholdings at  the maximum  combined statutory tax rate, plus FICA taxes,
if required.

     (g) Restrictions  on Sale and Exercise.  With respect to Employees who
are officers  and directors for purposes of Section 16 of the Exchange Act,
and if  required to  comply with rules promulgated thereunder, (i) no Award
providing for  exercise, a  vesting period,  a restriction  period  or  the
attainment of  performance standards shall permit unrestricted ownership of
Common Stock  by the  Participant for  at least six months from the date of
grant, and  (ii) Common  Stock acquired  pursuant to  this Plan (other than
Common Stock  acquired as  a  result  of  the  granting  of  a  "derivative
security") may not be sold for at least six months after acquisition.


IX.  Amendments

    The Board  may alter,  amend, suspend or discontinue the Plan or at any
time prior  to a  Change of Control (as defined in Section XII(b)) alter or
amend any  or all  Award Summaries  granted under  the Plan  to the  extent
permitted by  law.   Any such  action of the Board may be taken without the
approval of  the Corporation's  stockholders, but  only to  the extent that
such stockholder  approval is not required by applicable law or regulation,
including  specifically   Rule  16b-3   of  the   Securities  and  Exchange
Commission.


                                    -5-

<PAGE>14
X.  Recapitalization

    The aggregate  number of  shares of Common Stock as to which Awards may
be granted  to Participants,  the number  of shares thereof covered by each
outstanding Award,  and the  price per  share thereof  in each  such Award,
shall all  be proportionately  adjusted for any increase or decrease in the
number of  issued shares  of Common  Stock resulting  from a subdivision or
consolidation of  shares or  other capital  adjustment, or the payment of a
stock dividend  or other  increase or  decrease in  such  shares,  effected
without receipt  of consideration  by the  Corporation, or  other change in
corporate or  capital structure;  provided, however,  that  any  fractional
shares  resulting  from  any  such  adjustment  shall  be  eliminated.  The
Committee may  also make  the foregoing  changes  and  any  other  changes,
including changes  in the classes of securities available, to the extent it
is deemed  necessary or  desirable to preserve the intended benefits of the
Plan for  the Corporation  and the  Participants in  the event of any other
reorganization,   recapitalization,    merger,   consolidation,   spin-off,
extraordinary dividend or other distribution or similar transaction.


XI.  No Right to Employment

    No person shall have any claim or right to be granted an Award, and the
grant of  an Award shall not be construed as giving a Participant the right
to be  retained in the employ of the Corporation or a Subsidiary.  Further,
the Corporation and each Subsidiary expressly reserve the right at any time
to dismiss  a Participant  free from  any liability, or any claim under the
Plan, except as provided herein or in any Award Summary issued hereunder.


XII.  Change of Control

    (a) Notwithstanding  anything contained  in  this  Plan  or  any  Award
Summary and Agreement to the contrary, in the event of a Change in Control,
as defined  below, the  following shall  occur with  respect to any and all
Awards outstanding as of such Change in Control:

         (i) automatic  maximization of  perfomance standards, lapse of all
    restrictions and  acceleration of  any time  periods  relating  to  the
    exercise, realization or vesting of such Awards so that such Awards may
    be immediately  exercised, realized  or vested in full on or before the
    relevant date fixed in the Award Summary and Agreement;

         (ii) performance shares shall be paid entirely in cash;

         (iii) upon exercise of a stock option or an incentive stock option
    (collectively an  "Option") during the 60-day period from and after the
    date of  a Change in Control, the Participant exercising the Option may
    in lieu of the receipt of Common Stock upon the exercise of the Option,
    elect by written notice to the Corporation to receive an amount in cash
    equal to  the excess  of the  aggregate value (as defined below) of the
    shares of  Common Stock  covered  by  the  Option  or  portion  thereof
    surrendered determined on the date the Option is exercised, over the

                                    -6-

<PAGE>15
    aggregate exercise  price of  the Option  (such excess  is referred  to
    herein   as   the   "Aggregate   Spread");   provided,   however,   and
    notwithstanding any  other provision  of the  Plan, if  the end of such
    60-day period  from and after the date of a Change in Control is within
    six months  of the date of grant of an Option held by a Participant who
    is an  officer or  director of  the Corporation  (within the meaning of
    Section 16(b)  of the  Exchange Act), such Option shall be cancelled in
    exchange for  a cash  payment to the Participant equal to the Aggregate
    Spread on  the day  which is  six months  and one day after the date of
    grant of  such Option.   As  used in  this Section XII(a)(iii) the term
    "Value" means  the higher  of (i)  the highest Fair Market Value during
    the 60-day  period from  and after  the date of a Change in Control and
    (ii) if  the Change in Control is the result of a transaction or series
    of transactions  described in paragraphs (i) or (iii) of the definition
    of Change in Control set forth in Section XII(b), the highest price per
    share of  the Common  Stock paid  in  such  transaction  or  series  of
    transactions (which  in the  case of paragraph (i) shall be the highest
    price per  share of  the Common Stock as reflected in a Schedule 13D by
    the person having made the acquisition);

         (iv) if a Participant's employment terminates for any reason other
    than retirement  or death  following a  Change in  Control, any Options
    held by  the Participant  may be exercised by the Participant until the
    earlier of  three months  after such  termination of  employment or the
    expiration date of such Options; and
    
         (v) all Awards become non-cancellable.

    (b) A  "Change in  Control" of  the Corporation shall be deemed to have
occurred upon the happening of any of the following events:

         (i) the  acquisition, other  than from  the  Corporation,  by  any
    individual, entity  or group (within the meaning of Section 13(d)(3) or
    14(d)(2) of  the Exchange  Act) of  beneficial  ownership  (within  the
    meaning of  Rule 13d-3  promulgated under  the Exchange  Act) of 30% or
    more of  either the  then outstanding  shares of  Common Stock  of  the
    Corporation or the combined voting power of the then outstanding voting
    securities of  the  Corporation  entitled  to  vote  generally  in  the
    election of  directors, but  excluding,  for  this  purpose,  any  such
    acquisition by  the Corporation  or any  of its  Subsidiaries,  or  any
    employee benefit  plan (or  related trust)  of the  Corporation or  its
    Subsidiaries.

         (ii) individuals  who, as of the date hereof, constitute the board
    (as of  the date  hereof the "Incumbent Board") cease for any reason to
    constitute at  least  a  majority  of  the  board,  provided  that  any
    individual becoming  a director  subsequent to  the date  hereof  whose
    election, or nomination for election by the Corporation's shareholders,
    was approved  by a  vote of  at least  a majority of the directors then
    comprising the  Incumbent Board  shall be  considered  as  though  such
    individual were  a member  of the  Incumbent Board,  but excluding, for
    this purpose, any such individual whose initial assumption of office is
    in connection with an actual or threatened election contest relating to
    the election  of the  directors of  the Corporation  (as such terms are
    used in  Rule 14a-ll  of Regulation  14A promulgated under the Exchange
    Act); or

                                    -7-

<PAGE>16
         (iii) approval  by  the  stockholders  of  the  Corporation  of  a
    reorganization, merger  or consolidation  of the  Corporation, in  each
    case, with respect to which all or substantially all of the individuals
    and entities  who were  the respective  beneficial owners of the Common
    Stock and  voting securities  of the  Corporation immediately  prior to
    such reorganization,  merger or  consolidation do  not, following  such
    reorganization, merger  or consolidation, beneficially own, directly or
    indirectly, more than 50% of, respectively, the then outstanding shares
    of Common  Stock and  the combined voting power of the then outstanding
    voting securities  entitled  to  vote  generally  in  the  election  of
    directors, as  the case  may be, of the corporation resulting from such
    reorganization, merger  or consolidation,  or a complete liquidation or
    dissolution of  the Corporation  or of the sale or other disposition of
    all or substantially all of the assets of the Corporation.


XIII.  Governing Law

    To the  extent that  federal laws  do not  otherwise control,  the Plan
shall be construed in accordance with and governed by the laws of the State
of New York.


XIV.  Supplemental Plans

    The Board shall have the authority to adopt plans, supplemental to this
Plan, covering Employees residing outside the United States.


XV.  Savings Clause

    This Plan is intended to comply in all aspects with applicable laws and
regulations, including, with respect to those Employees who are officers or
directors for purposes of Section 16 of the Exchange Act, Rule 16b-3 of the
Securities and  Exchange Commission.   In  case any  one  or  more  of  the
provisions of  this Plan shall be held invalid, illegal or unenforceable in
any respect under applicable law and regulation (including Rule 16b-3), the
validity, legality and enforceability of the remaining provisions shall not
in any  way be  affected or  impaired thereby  and the  invalid, illegal or
unenforceable provision  shall be  deemed null  and void;  however, to  the
extent permissible  by law,  any provision  which could  be deemed null and
void shall  first be  construed, interpreted  or revised  retroactively  to
permit this  Plan to  be construed  in compliance  with all applicable laws
(including Rule 16b-3) so as to foster the intent of this Plan.


XVI.  Effective Date and Term

    The effective  date of  this Plan  is January  1, 1992,  subject to its
approval by the stockholders of the Corporation at the annual meeting to be
held on  April 16, 1992, or any adjournment thereof.  The Plan shall remain
in effect until terminated by the Board.


                                    -8-


<PAGE>17
                                         EXHIBIT 4(b)






                CERTAIN TERMS GOVERNING PERFORMANCE SHARES

                                     
     With respect to Performance Shares granted pursuant to the Long-Term
Incentive Plan, upon the termination of employment of an award recipient
due to his death, permanent or total disability, retirement at age 65, or
later, or termination by the Company other than for cause (each, a
"Termination") at least six months after  the award but prior  to the end
of the  measuring period and delivery of shares, the Committee may, upon
the recommendation of management, exercise its authority to determine the
present value of the award of Performance Shares as of the date of such
Termination, such value to be based upon assumptions set by management and
approved by the Committee, which may include the performance criteria set
for the award or such other criteria as may be appropriate under the
circumstances and pay such award in cash, shares or any combination
thereof.  In the absence of any such determination by the Committee, such
recipient or such recipient's estate or designated beneficiary shall be
entitled to receive a prorated portion of such award or awards, such
pro-ration to occur at the end of the measuring period and take into
account only the period prior to the recipient's Termination.  If there is
a Termination within six months of the award, or if an award recipient
voluntarily terminates his employment or is terminated by the Company for
cause prior to the end of the measuring period and delivery of shares,
awards of Performance Shares shall be forfeited.


<PAGE>18
                                                            EXHIBIT 4(c)



                  TERMS AND CONDITIONS OF STOCK OPTIONS 
               GRANTED PURSUANT TO THE GRUMMAN CORPORATION 
                         LONG-TERM INCENTIVE PLAN


I.   Purpose

     These terms  and conditions govern options granted under the Long-Term
Incentive Plan  (hereinafter referred to as "the Plan") and provide for and
govern the granting of Common Stock options as a means of (a) assisting the
Company and  its subsidiaries to attract and retain the services of persons
who can  be expected  to make  major contributions  to  their  longer  term
success;  (b)   furnishing  extra   incentive  to  such  persons;  and  (c)
encouraging such  persons to  identify their  interests more  closely  with
those of the Company's shareholders for a substantial time period.

II.  Administration of the Plan

     The Plan  shall be  administered by  the Compensation Committee of the
Board of  Directors (hereinafter  referred to  as "the  Committee").    The
Committee shall  consist of  three or more directors, each of whom shall be
ineligible  to  receive  options  under  the  Plan  while  serving  on  the
Committee.   A majority  of the members of the Committee in office, but not
less than  two members,  shall constitute  a quorum  for the transaction of
business at  any meeting, and the acts of a majority of the members present
at any  meeting at  which a  quorum is  present shall  be the  acts of  the
Committee.

     Subject to  the express provisions of the Plan, the Committee may from
time to  time grant  options under  the Plan on behalf of the Company.  The
date of  grant of  an option  shall be  the date that it is approved by the
Committee.

     The Committee  shall have  authority to adopt, change and revoke rules
and forms  for the  administration of  the Plan,  to correct defects in any
option agreement,  and to  interpret the Plan, the rules thereunder and all
options.   Its determinations  shall be  conclusive and  binding  upon  all
interested parties.

III. Stock Available for Options

     The number  of shares  of Common Stock which may be subject to options
awarded under the Plan shall be limited by the provisions of Sections V and
VI of  the Plan,  and shall  be subject  to adjustment  in accordance  with
Section X  of the  Plan.   For the  purpose of  such limitation, any option
which terminates  without having  been fully  exercised shall  be deemed to
have covered only the shares actually purchased thereunder.

     The shares  of Common  Stock delivered upon the exercise of any option
may be  authorized and  unissued shares or, when authorized by the Board of
Directors or  by  the  Committee,  issued  shares  held  in  the  Company's
treasury.

                                    -1-

<PAGE>19
IV.  Eligibility for Options
     
     (a)   Options may  be granted under the Plan to employees of  the
     Company and  its   subsidiaries    (other  than  members  of  the
     Committee)  whose   services  are   considered  to  be  of  major
     importance to  the  success  of  the  Company  or  a  subsidiary,
     including salaried  officers but not including directors as such;
     and any  such eligible employee may receive more than one option.
     The Committee  shall be  the sole  judge of  which employees  are
     qualified to receive options.
     
          Anything  in   the  preceding   paragraph  to  the  contrary
     notwithstanding, with  respect to  options granted under the Plan
     that are  designated as  "Incentive Stock  Options" the aggregate
     fair market  value (determined at the time the option is granted)
     of the  stock with  respect to  which incentive stock options are
     exercisable for  the first  time  by  the  recipient  during  any
     calendar year  (under all  such plans  of  the  Company  and  its
     subsidiaries) shall not exceed $100,000.
     
     (b)   The aggregate  fair market value (determined at the time an
     option is  granted) of  stock for  which stock options designated
     "Incentive Stock  Options" are  exercisable for  the  first  time
     under the terms of a plan by an employee during any calendar year
     (under all  plans of an individual's employer corporation and its
     parent and  subsidiary corporations)  is limited to $100,000, but
     the value  of stock  for which  options  may  be  granted  to  an
     employee in a given year may exceed $100,000.
     
V.   Time Limit for Option Grants

     No option shall be granted under the Plan after December 19, 2001.

VI.  Terms and Conditions of Options

     Options  granted  under  the  Plan  shall  conform  to  the  following
requirements:

     (a)  The option price of each share of Common Stock covered by an
     option shall be not less than the fair market value of a share of
     Common Stock  on  the  date  that  the  option  was  granted,  as
     determined by the Committee;
     
     (b)   Each option  granted to  employees under this Plan shall be
     exercisable on  such date or dates and during such period and for
     such number of shares as the Committee shall determine; provided,
     however, that  in any  event no option shall be exercisable after
     the expiration of ten years from the date of its grant.
     
     
     
     
                                    -2-
     
<PAGE>20     
     (c)   Each exercise  of an  option shall be accompanied by either
     (i) full  payment in  cash of  the option  price of the shares of
     Grumman Corporation Common Stock being acquired, or (ii) delivery
     to  Grumman  Corporation  of  only  so  many  shares  of  Grumman
     Corporation Common  Stock valued  at the closing price on the New
     York Stock  Exchange on  the date  of exercise  of the  option as
     necessary to  equal the  option price  of the  shares of  Grumman
     Corporation Common  Stock being  acquired pursuant to such option
     exercise.
     
     (d)   An option  shall  not  be  transferable  by  its  recipient
     otherwise than by will or by the laws of descent and distribution
     or pursuant  to a qualified domestic relations order and shall be
     exercisable during  his lifetime  only by  him or  his  guardian,
     legal representative or assignee pursuant to a qualified domestic
     relations order.

     The enumeration  of the  foregoing requirements shall not be deemed to
bar the  Committee from establishing option terms and conditions other than
those governed  by such requirements.  Except as otherwise required by this
Article or  by any  action of the Committee, an option shall be exercisable
in whole, at any time, or in part, from time to time, until it terminates.

VII. Surrender of Options

     Company management  may, at  its discretion  and under  such terms and
conditions as  it deems appropriate, accept the surrender by an optionee of
a right  to exercise an option, or some portion thereof, to purchase shares
of Common  Stock granted  under such  option and  authorize  a  payment  in
consideration therefor  of an  amount equal  to the  difference obtained by
subtracting the  option price  for such shares from their fair market value
on the  date of  such surrender,  such payment  to be  in the nearest whole
number of  shares of  the Common Stock of the Company valued at fair market
value on the date of such surrender, provided that the Committee determines
that such  settlement is  consistent with the purposes of the Plan set down
in Article I hereof.

VIII. Termination of Options; Death of Option Recipient

     In addition  to termination  upon exercise  or surrender,  each option
granted under the Plan shall be exercisable and shall terminate as follows:

     Upon an  award recipient's  employment termination  due to  his or her
death, permanent or total disability or retirement at age 65, or later, all
options previously  awarded to  such  recipient  shall  become  immediately
exercisable, if  not then  exercisable, and such options shall be forfeited
at the  end of  the stated  term of  the option  or,  if  earlier,  at  the
following times:  (a)  for termination of employment caused by death, three
years after death; (b) for termination of employment caused by permanent or
total disability, one year after such disability; or (c) for termination of
employment due to retirement at normal retirement age 65, or later, the end
of the  period, after  such retirement,  equal in  duration to  the  period
between the date of grant of the option and the date of retirement.

<PAGE>21
                                    -3-


Options held  by an  award recipient  whose employment is terminated by the
Company other  than for  cause shall  be forfeited  (x) if  the options are
exercisable at  the date of termination, one year after termination; or (y)
if the  options are  not exercisable  at the  date of termination, one year
after such  options become  exercisable by their terms.  Options held by an
award recipient  whose employment is terminated by the Company for cause or
who voluntarily  terminates his  employment shall  be forfeited  upon  such
termination.  Notwithstanding the above provisions, if after termination of
employment due  to permanent  or total  disability,  retirement  at  normal
retirement age  65, or  later, or termination by the Company other than for
cause, any option recipient shall die, such option shall become immediately
exercisable (if not already exercisable) and shall remain exercisable until
the later  of (i)  one year  after  the  date  of  his  death  or  (ii)  if
applicable, the expiration of the time periods set down in (b), (c), (x) or
(y) above but, in no event, shall such option be exercisable at a time more
than ten  years after  such option is granted.  An option exercisable after
the death  of an  option recipient  may be  exercised by  his estate or the
person or  persons to whom his option is transferred by will or by the laws
of  descent   and  distribution,  or  by  a  beneficiary  or  beneficiaries
designated in writing on an appropriate form provided by the Company.

IX.  Adjustments for Corporate Changes

     In the  event of  any change  in the  number of  outstanding shares of
Common Stock  by reason  of a  stock dividend  on the  Common Stock,  stock
split-up or  so-called reverse  stock split, the number of shares of Common
Stock then  available for  grant of  options, and  the number  of shares of
Common Stock  then purchasable  under each  outstanding  option,  shall  be
increased or  decreased proportionately  and the option price of the shares
purchasable under  each option  shall be appropriately adjusted so that the
cost of exercising the option in full shall remain the same.

     In the  event of  any other corporate action affecting the outstanding
shares of  Common Stock  (such corporate  action including,  but not  being
limited to,  a re-capitalization, merger, consolidation, so-called spin-off
or dividend  in partial  liquidation), the  Board of  Directors may  in its
discretion make  such adjustments  as it  deems equitable in the number and
kind of  securities available  for the  grant of options and in the number,
kind and price of the securities purchasable under any outstanding option.

     The foregoing  notwithstanding, no  fractional share  of Common  Stock
shall become purchasable under any option granted under the Plan.

X.   Meaning of "Subsidiary"

     For the  purpose of  these Terms and Conditions, a "subsidiary" of the
Company shall  mean any  corporation or  other entity,  whether domestic or
foreign, in  which the  Company has  or obtains,  directly or indirectly, a
proprietary interest  of more  than 50%  by reason  of stock  ownership  or
otherwise.





                                    -4-
<PAGE>22

XI.  Amendment and Termination of Plan

     The Board  of Directors may terminate the Plan at any time or amend it
from time  to time,  except that  shareholder approval shall be required of
any amendment,  other than  an amendment  authorized by  Article IX,  which
increases the  number of  shares of Common Stock available for the grant of
options, reduces the minimum permissible option price or extends the period
during which  options may  be granted.   No amendment or termination of the
Plan shall  nullify or  otherwise change any outstanding option without the
consent of the holder thereof.

XII. Plan Controls

     In the  event of  any conflict  between these Terms and Conditions and
the provisions of the Plan, the provisions of the Plan shall control.







































                                    -5-
                                     
<PAGE>23                                     
                                                             EXHIBIT 4(d)
                                     
                                     
             TERMS AND CONDITIONS OF RESTRICTED STOCK GRANTED
                    PURSUANT TO THE GRUMMAN CORPORATION
                         LONG-TERM INCENTIVE PLAN


1.   PURPOSES

     These terms  and conditions  govern awards of restricted stock granted
under the Long-Term Incentive Plan (hereinafter referred to as "the Plan"),
and provide  for and  govern the granting of such awards as a means of: (a)
attracting and  retaining personnel possessing outstanding ability; and (b)
furthering the identity of interests of Plan participants with those of the
Company's shareholders through stock ownership opportunities.


2.   DEFINITIONS

     Whenever used  herein, each  of the  following terms  shall  have  the
meaning set forth opposite said term:

     (a)  "Company" shall mean Grumman Corporation and its
     subsidiaries.
     
     (b)  "Board" shall mean the Board of Directors of Grumman
     Corporation.
     
     (c)  "Committee" shall mean the Compensation Committee of the
     Board.
     
     (d)  "Award" shall mean an award of Restricted Stock granted
     under the provisions of the Plan.
     
     (e)  "Participant" shall mean any employee who is selected by the
     Committee to participate in the Plan.
     
     (f)  "Stock" shall mean the $1.00 par value Common Stock of
     Grumman Corporation.
     
     (g)  "Restricted Stock" shall mean any shares of Stock
     contingently awarded to a Participant under the Plan subject to
     the restrictions set forth in Section 6 hereof.
     
     (h)  "Restricted Period" shall mean, with respect to any Award,
     the period or periods of time selected by the Committee, pursuant
     to Section 8 hereof, during which the restrictions set forth in
     Section 6 shall remain in effect with respect to the shares of
     Restricted Stock comprising such Award.



                                    -1-

<PAGE>24
3.   SHARES OF RESTRICTED STOCK SUBJECT TO THE PLAN

     Subject to  adjustment in  accordance with  Section X of the Plan, the
aggregate number  of shares which may be granted as Restricted Stock Awards
under the Plan shall not exceed 250,000 shares, subject to Section V of the
Plan.   Any shares  of Restricted  Stock which  have been awarded under the
Plan, but  are later forfeited to the Company, may again be made subject to
Awards under the Plan.

     The shares  which may  be granted as Restricted Stock Awards under the
Plan may  be authorized  but unissued  shares or  shares  acquired  by  the
Corporation and  held in  its Treasury,  as the  Committee may from time to
time determine.


4.   ADMINISTRATION; GRANT OF RESTRICTED STOCK AWARDS

     (a)   The Plan  shall be  administered by  the  Committee.    The
     Committee shall  from time  to time,  in its  discretion,  select
     employees of the Company who are to receive Awards, determine the
     number of  shares of Restricted Stock comprising such Awards, and
     establish the applicable terms and conditions of each such Award.
     
          No employee  shall have  any right  to be  selected  for  an
     Award, and any employee selected by the Committee for an Award at
     any time,  or during  any period,  shall not,  by virtue  of such
     Award, have  the right  to be  selected for an Award at any other
     time or during any other period.
     
     (b)   The Committee  shall have  authority to  adopt, change  and
     revoke rules  and forms  for the  administration of  the Plan, to
     correct defects  in any  agreement  covering  an  Award,  and  to
     interpret the  Plan, the  rules thereunder,  and all Awards.  Its
     determinations  shall   be  conclusive   and  binding   upon  all
     interested parties.


5.   AWARD AGREEMENTS

     Each Award  of Restricted Stock shall be evidenced by an Award Summary
and Agreement,  in accordance with Section VII of the Plan.  Any such Award
Summary and  Agreement shall  contain such  terms  and  conditions  as  the
Committee may in its sole discretion deem appropriate.


6.   RESTRICTIONS

     Stock issued  or transferred  to a grantee of a Restricted Stock Award
shall be subject to the following restrictions:
     
     (a)   None of  the Restricted  Stock comprising such Award may be
     sold, assigned,  transferred, pledged  or  otherwise  encumbered,
     except as  provided, during the Restricted Period established for
     such Award;
     
                                    -2-
     
<PAGE>25     
     (b)   All of  the Restricted  Stock shall  be forfeited  and shall  be
     returned to  the Company  and  all  rights  of  the  grantee  to  such
     Restricted Stock  shall terminate without any payment or consideration
     by  the   Company,  unless  the  grantee  remains  in  the  continuous
     employment of  the Company  for such  period as  the  Committee  shall
     designate pursuant to Section 8.

7.   RIGHTS AS A SHAREHOLDER

     Except as  provided in  Section 6, a Participant receiving an Award of
Restricted Stock shall have all of the rights of a shareholder with respect
to such  Restricted Stock,  including but  not limited  to,  the  right  to
receive all dividends paid on such shares of Restricted Stock and the right
to vote such shares of Restricted Stock.


8.   RESTRICTED PERIOD

     The restrictions  set forth  in Section  6 shall lapse at such time or
times as the Committee, in its sole discretion, shall designate at the time
of grant  of the  Restricted Stock  Award.   The restrictions  set forth in
Section 6  shall lapse  at the  end of  the applicable restricted period or
periods or  upon the earlier occurrence of an event described in Sections 9
or 10.  Upon the lapse of restrictions there shall be deducted and withheld
that number  of shares  the Fair  Market Value  of which  equals the amount
required to  be withheld  for tax  withholding purposes, in accordance with
Section VIII(f) of the Plan.  Shares of Common Stock to be withheld for tax
withholding purposes  may be  either at  the required  minimum  or  maximum
combined statutory  tax rate,  plus FICA  taxes, if required.  However, any
Participant who  is subject to the reporting provisions of Section 16(a) of
the  Securities   Exchange  Act  of  1934,  as  amended,  shall  have  such
withholdings at  the maximum  combined statutory tax rate, plus FICA taxes,
if required.


9.   LAPSE OF RESTRICTIONS ON DEATH, TOTAL DISABILITY,
     OR RETIREMENT

     In the  event that  the employment  of a  Participant who  receives an
Award is  terminated  prior  to  the  lapse  of  the  restrictions  on  his
Restricted Stock  by reason  of death,  total disability,  or retirement at
normal age  65, or  later, the restrictions on the Award shall lapse on the
date of such termination.


10.  LAPSE AT DISCRETION OF THE COMMITTEE; LAPSE UPON
     TERMINATION FOLLOWING A CHANGE IN CONTROL

     (a)   The Committee  shall have  the authority  to accelerate the
     time at which the restrictions on any Restricted Stock will lapse
     or to  remove any  of such restrictions whenever it may decide in
     its absolute  discretion that, by reason of changes in applicable
     tax or other laws or other changes in circumstances arising after
     the date  of an Award, such action is in the best interest of the
     Company, and  equitable to  the Participant  receiving the Award,
     his heirs, or designated beneficiaries.
     
                                    -3-


<PAGE>26     
     (b)   The restrictions  shall lapse  immediately upon a Change in
     Control (as  hereinafter defined)  of Grumman  Corporation.   For
     purposes of this Section 10, a "Change in Control" shall have the
     meaning set forth in Section XII(b) of the Plan.
     
11.  COMPLIANCE WITH SECURITIES AND EXCHANGE COMMISSION REQUIREMENTS

     No certificate for shares of Restricted Stock distributed pursuant to
the Plan shall be executed and delivered until the Company shall have taken
such action, if any, as is then required to comply with the provisions of
the Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, or any other applicable laws, and the requirements of any
exchange on which the Stock may, at the time, be listed.


12.  AMENDMENT AND TERMINATION OF PLAN

     (a)   The Board may, at any time and from time to time, modify or
     amend the  Plan in  any respect,  except that without shareholder
     approval, the Board may not increase the maximum number of shares
     of Restricted  Stock which  may be  awarded under the Plan in the
     aggregate (other  than an  increase pursuant  to Section X of the
     Plan), or  extend the  period during which Awards may be granted.
     No modification  or amendment  of the Plan shall adversely affect
     any previously  granted Award  without the consent of the grantee
     thereof.
     
     (b)   The Board may, at any time or from time to time, suspend or
     terminate the  Plan, provided that no such action shall adversely
     affect any  previously granted  Award without  the consent of the
     grantee thereof.
     

13.  DESIGNATION OF BENEFICIARY

     A Participant  may, with  the consent  of the  Committee, designate  a
person or  persons to  receive in  the event  of his  death, any Restricted
Stock to  which he  would then be entitled.  Such designation shall be made
upon forms  supplied by and delivered to the Company, and may be revoked in
writing.   If a  Participant fails  effectively to designate a beneficiary,
then his estate shall be deemed to be his beneficiary.


14.  PLAN CONTROLS

     In the case of any conflict between these Terms and Conditions and the
provisions of the Plan, the provisions of the Plan shall control.







                                    -4-


<PAGE>27
                                                          EXHIBIT 4(e)


                                          DATE


NAME
DIVISION

Dear            :

     I'm pleased  to inform  you that  you have  been awarded a Performance
Share Award  and a  Stock Option  Grant under Grumman's Long-Term Incentive
Plan.   The Plan is administered by the Compensation Committee of the Board
of Directors,  and your  awards indicate  that you  are expected  to be  an
integral part of the Corporation's future.

     You are hereby granted:

     A target  award of ____ Performance Shares of the Corporation's Common
Stock, par value $1 per share; and

     An option  to purchase  ____ shares of the Corporation's Common Stock,
par value $1 per share, at the price of $       per share.

     The date of grant of both awards is                   .

PERFORMANCE SHARE AWARD

     This award  enables you  to earn  shares of  Common  Stock,  based  on
Corporation performance  over the  three-year measuring  period  1994-1996.
The award,  which you  will receive  in early  1997, consists  of a  target
number of  shares, determined  by how  well the  Corporation meets  certain
performance criteria  established by the Compensation Committee, as well as
how  its   performance  compares  to  a  peer  group  of  Aerospace/Defense
Contractors.   As a  result, the actual number of shares you receive may be
greater or  less than  the target  number of shares shown above.  The award
will also  include quarterly dividend equivalents in the form of additional
shares. Upon  payment of  any performance  share award,  all  required  tax
withholdings will  be satisfied  by reducing  the number  of shares  to  be
delivered to  you by  that number of shares the aggregate fair market value
of which equals such withholdings.

     The award  is subject  to all  of the terms and conditions of the Plan
(Attachment 1),  and Certain Terms Governing Performance Shares (Attachment
2), as each may be amended from time to time.

STOCK OPTION GRANT

     This grant  gives you  an option  to purchase  the specified number of
shares, at the option price, at any time during the period commencing three
(3) years after the date the option was granted and expiring ten (10) years
after such  date.   In lieu of exercising the option, you may surrender the
option during such period and receive a payment in the form of shares of

                                    -1-
<PAGE>28
Common Stock,  based on  the difference  between the  fair market  value of
Common Stock  on the  date of  surrender and  the exercise price.  Upon any
surrender, all  required tax withholdings will be satisfied by reducing the
number of  shares to  be delivered  to you  by that  number of  shares  the
aggregate fair market value of which equals such withholdings.

     The grant  is subject  to all  of the terms and conditions of the Plan
(Attachment 1),  and to  certain Terms  and  Conditions  of  Stock  Options
granted pursuant  to the  Plan (Attachment  3), as each may be amended from
time to  time, and  is intended  to be  an "Incentive Stock Option" for tax
purposes.


ACCEPTANCE

      This  letter and Attachments 1, 2 and 3 constitute the "Award Summary
and Agreement"  referred to in the Plan.  If you accept your awards, please
sign this  letter, signifying  your acceptance  and your  agreement to  the
terms of  the Plan and such Attachments, as amended, which will govern your
awards and  all prior awards made to you under the Plan.  The signed letter
should be  returned to  Beth Simone,  Mail Stop E02-GHQ.  Beneficiary forms
are also  enclosed, should  you wish to designate or change the beneficiary
who would  receive your  awards in  the event  of death.   If  you have any
questions concerning  these awards,  please call  Robert  E.  Foster,  Vice
President -  Human Resources,  at 575-6141.   If  you  have  any  questions
concerning the  proper procedures  for exercising  or surrendering  a stock
option, please call Beth Simone at 575-7999.

     Outstanding performance is vital to the success of the Corporation and
I look  forward to recognizing our collective results through the Long-Term
Incentive program.

                                   Very truly yours,

                                   GRUMMAN CORPORATION



                                   Renso L. Caporali
                                   Chairman of the Board & CEO
                                        



Enclosures

ACCEPTED AND AGREED:


Print Name:  _________________________


Signature:  ___________________________

Date Signed: ________________________

ID Number: _________________________

                                    -2-
<PAGE>29
                                                        EXHIBIT 4(f)



                                       DATE




NAME
DIVISION

Dear     :

     I'm pleased  to inform  you that  you have been awarded a Stock Option
Grant under  Grumman's Long-Term  Incentive Plan.  The Plan is administered
by the  Compensation Committee  of the  Board of  Directors, and your award
indicates that you are expected to be an integral part of the Corporation's
future.

     You are  hereby granted  an option  to purchase  _____ shares  of  the
Corporation's Common Stock, par value $1 per share, at the price of
$______ per share.


     The date of the grant is ______________.


STOCK OPTION GRANT

     This grant  gives you  an option  to purchase  the specified number of
shares, at the option price, at any time during the period commencing three
(3) years after the date the option was granted and expiring ten (10) years
after such  date.   In lieu of exercising the option, you may surrender the
option in such period and receive a payment in the form of shares of Common
Stock, based  on the  difference between  the fair  market value  of Common
Stock on the date of surrender and the exercise price.  Upon any surrender,
all required  tax withholdings  will be satisfied by reducing the number of
shares to  be delivered  to you by that number of shares the aggregate fair
market value of which equals such withholdings.

     The grant  is  subject  to  the  terms  and  conditions  of  the  Plan
(Attachment 1),  and to  certain Terms  and  Conditions  of  Stock  Options
granted pursuant  to the  Plan (Attachment  2), as each may be amended from
time to  time, and  is intended  to be  an "Incentive Stock Option" for tax
purposes.


ACCEPTANCE

     This letter  and Attachments 1 and 2 constitute the "Award Summary and
Agreement" referred  to in the Plan.  If you accept your award, please sign
this letter, signifying your acceptance and your agreement to the terms of



                                    -1-

<PAGE>30
the Plan  and such  Attachments, as  amended, which will govern the instant
grant and all prior stock option grants awarded to you under the Plan.  The
signed letter  should be  returned to  Beth Simone,  Mail Stop  EO2-GHQ.  A
beneficiary form  is also  enclosed, should you wish to designate or change
the beneficiary who would receive your award in the event of death.  If you
have any  questions concerning  this award,  please call  Robert E. Foster,
Vice President  - Human  Resources, at 575-6141.  If you have any questions
concerning the  proper procedures  for exercising  or surrendering  a stock
option, please call Beth Simone at 575-7999.

     Outstanding performance is vital to the success of the Corporation and
I look  forward to recognizing our collective results through the Long-Term
Incentive program.

                                 Very truly yours,

                                 GRUMMAN CORPORATION





                                 Renso L. Caporali
                                 Chairman of the Board & CEO




Enclosures

ACCEPTED AND AGREED:


Print Name: _______________________________

Signature:                                 

Date Signed: __________

ID Number: ____________














                                    -2-
<PAGE>31
                                             EXHIBIT 4(g)




                                   Date



NAME
DIVISION

Dear ____________:

     I'm pleased  to inform  you that  you have  been awarded  a Restricted
Stock award  under  Grumman's  Long-Term  Incentive  Plan.    The  Plan  is
administered by  the Compensation  Committee of the Board of Directors, and
your award  indicates that  you are  expected to be an integral part of the
Corporation's future.

     You  are  hereby  granted  __________  restricted  shares  of  Grumman
Corporation Common  Stock, par  value $1  per share,  under  the  Long-Term
Incentive Plan.

     This award  is subject  to the  provisions of this letter.  It is also
subject to  the terms  and conditions  of the  Plan (Attachment  1), and to
certain Terms and Conditions Governing Restricted Stock granted pursuant to
the Plan (Attachment 2), as each may be amended from time to time.

RESTRICTIONS

     The shares  of Restricted  Stock awarded  to  you  may  not  be  sold,
assigned,  transferred,   pledged  or  otherwise  encumbered,  while  under
restriction.   IN ADDITION, WITH CERTAIN LIMITED EXCEPTIONS (SEE SECTIONS 9
AND 10  OF ATTACHMENT 2), UNLESS YOU REMAIN IN THE CONTINUOUS EMPLOYMENT OF
GRUMMAN CORPORATION OR A SUBSIDIARY THEREOF, SHARES UNDER RESTRICTION SHALL
BE FORFEITED  AND RETURNED  TO THE CORPORATION, AND ALL YOUR RIGHTS TO SUCH
SHARES  SHALL  TERMINATE  WITHOUT  ANY  PAYMENT  OR  CONSIDERATION  BY  THE
CORPORATION.   So long as your Restricted Stock award is not forfeited, you
will receive all dividends paid on your shares of Restricted Stock and will
have the  right to vote such shares.   The Corporation will retain physical
custody of  your shares  of Restricted Stock until the restrictions thereon
have lapsed.

     Restrictions  on  your  shares  will  lapse  in  accordance  with  the
following schedule:  20% of the total number of shares shall become free of
the restrictions  set forth  above, on  January  1,  ______,  and  on  each
subsequent January  1st, through  and including January 1,       , by which
time all restrictions will have lapsed.

     As the  restrictions lapse  on your  shares, a  certificate(s) will be
issued in  your name,  or in  joint tenancy with your spouse if you prefer,
for the  appropriate number  of shares.  All required tax withholdings will
be satisfied  by reducing  the number  of shares  to be delivered to you by
that number  of shares the aggregate fair market value of which equals such
withholdings.   You will  then be  free to  dispose of,  or retain  the net
shares delivered to you, as you wish.

                                    -1-

<PAGE>32
ACCEPTANCE

      This letter and Attachments 1 and 2 constitute the "Award Summary and
Agreement" referred  to in the Plan.  If you accept your award, please sign
this letter,  signifying your  acceptance and your agreement to this letter
and such Attachments, as amended, which will govern the instant award.  The
signed letter  should be  returned to  Beth Simone,  Mail Stop  EO2-GHQ.  A
beneficiary form  is also  enclosed, should you wish to designate or change
the beneficiary  who would  receive your  shares of Restricted Stock in the
event of  death.   If you  have any questions concerning this award, please
call Robert  E. Foster,  Vice President - Human Resources, at 575-6141.  If
you have  any questions  concerning the  lapsing of  restrictions  and  the
issuance of share certificates, please call Beth Simone at 575-7999.

     Outstanding performance is vital to the success of the Corporation and
I look  forward to recognizing our collective results through the Long-Term
Incentive program.

                                   Very truly yours,

                                   GRUMMAN CORPORATION




                                   Renso L. Caporali
                                   Chairman of the Board & CEO






Enclosures



Accepted and Agreed:


Signature:  ______________________


Date Signed:              











                                    -2-
<PAGE>33                                   
                                                      EXHIBIT 4(h)
                                   
                                   
                         OPTION EXERCISE FORM
                                   

   As the holder of an option to purchase shares of Common Stock
granted under the Company's Long-Term Incentive Plan, I hereby elect
to exercise the option, or portion thereof, as follows:

    DATE OF         NUMBER OF       PURCHASE PRICE     TOTAL PURCHASE
  OPTION GRANT      SHARES (1)      PER SHARE  ($)         PRICE ($)




   A check payable to the Company in the amount of ___________,
covering the purchase price of the shares, is enclosed. The shares
should be issued in the following name(s)2:

      EXACT NAME OR NAMES                    CERTIFICATE(S)  ISSUED
     
                                             _____ X _____

     1. ____________________________  or     _____ X ______
             Optionee only)

     2.                               &     __________________________
       (Optionee & Spouse as joint tenants with right of survivorship)

   I am  aware of  the restrictions  imposed by the securities laws of
the United  States and the rules and regulations of the Securities and
Exchange Commission, particularly those with respect to material, non-
public information,  and that those restrictions apply to my purchases
and sales  of Company  Stock, including the shares I will receive upon
this exercise.   I  realize that  if I have been advised that I may be
deemed to  be a "control" person with respect to the Company, I may be
required to  comply with  Rule 144 under the Securities Act of 1933 or
it may  be necessary  for the Company to take certain steps under that
Act in connection with any proposed sale by me.

   In addition,  if I  am a  person required  to  file  reports  under
Section 16  of the Securities Exchange Act of 1934, I represent that I
will review  my personal transaction records to assure that I have had
no non-exempt acquisition(s) for the preceding six (6) months prior to
any sale of the shares I receive upon this exercise and I will refrain
from making  any non-exempt acquisition(s) of Company Common Stock for
at least six (6) months subsequent to any such sale.
[IF ANY  TERM, OR THE LAWS, RULES AND REGULATIONS REFERENCED ABOVE ARE
NOT CLEAR  TO  YOU,  OR  IF  YOU  ARE  UNSURE  OF  WHETHER  NON-PUBLIC
INFORMATION YOU MAY HAVE IS MATERIAL, PLEASE CONSULT THE OFFICE OF THE
GENERAL COUNSEL BEFORE SUBMITTING THIS FORM OR DISPOSING OF THE SHARES
RECEIVED UPON SURRENDER.]          

                                 -1-


<PAGE>34


     ____________________________   ______________________________
                                    (Signature of the Optionee)
     ____________________________
        (Address of Optionee)      Date: ___________________

     Employee ID: _______________  Social Security Number: ___________


_____
1) The number of option shares purchased  under each option exercise
   must be 100 or a multiple of 100 unless the purchase includes all
   shares purchasable under such option.

2) Shares may be issued in the name of the optionee or in the names of
   the optionee and spouse as joint tenants with right of
   survivorship, but may not be issued in the name of a broker.






































                             -2-

<PAGE>35                                                                      
                                                        EXHIBIT 4(i)
                         OPTION EXERCISE FORM
                                   
                Exercise Using Previously Owned Stock
                                   

   As the holder of an option to purchase shares of Common Stock
granted under the Company's Long-Term Incentive Plan, I hereby elect
to exercise the option, or portion thereof, as follows:

DATE OF       NUMBER OF       PURCHASE PRICE    # SHARES   TOTAL PURCHASE
GRANT         SHARES (1)      PER SHARE  ($)    SUBMITTED    PRICE ($)



      Shares of Grumman Common Stock totalling ____________shares (and
a check for $___________ covering the remaining purchase price of the
shares if necessry) are enclosed. The shares should be issued in the
following name(s)2:

    EXACT NAME OR NAMES                 CERTIFICATE(S)  ISSUED

                                                  _____ X ______
   1.  ____________________________  or
            (Optionee only)                       _____ X ______
   
   2.  ____________________________  &  __________________________
     (Optionee & Spouse as joint tenants with right of survivorship)

   I am  aware of  the restrictions  imposed by the securities laws of
the United  States and the rules and regulations of the Securities and
Exchange Commission, particularly those with respect to material, non-
public information,  and that those restrictions apply to my purchases
and sales  of Company  Stock, including the shares I will receive upon
this exercise.   I  realize that  if I have been advised that I may be
deemed to  be a "control" person with respect to the Company, I may be
required to  comply with  Rule 144 under the Securities Act of 1933 or
it may  be necessary  for the Company to take certain steps under that
Act in connection with any proposed sale by me.

   In addition,  if I  am a  person required  to  file  reports  under
Section 16  of the Securities Exchange Act of 1934, I represent that I
will review  my personal transaction records to assure that I have had
no non-exempt acquisition(s) for the preceding six (6) months prior to
any sale of the shares I receive upon this exercise and I will refrain
from making  any non-exempt acquisition(s) of Company Common Stock for
at least six (6) months subsequent to any such sale.
[IF ANY  TERM, OR THE LAWS, RULES AND REGULATIONS REFERENCED ABOVE ARE
NOT CLEAR  TO  YOU,  OR  IF  YOU  ARE  UNSURE  OF  WHETHER  NON-PUBLIC
INFORMATION YOU MAY HAVE IS MATERIAL, PLEASE CONSULT THE OFFICE OF THE
GENERAL COUNSEL BEFORE SUBMITTING THIS FORM OR DISPOSING OF THE SHARES
RECEIVED UPON SURRENDER.]          

                                 -1-
<PAGE>36


     ____________________________   ______________________________
                                    (Signature of the Optionee)
     ____________________________  
        (Address of Optionee)       Date: ___________________

     Employee ID: _______________  Social Security Number: ___________

_____                              
1) The number of option shares purchased  under each option exercise
   must be 100 or a multiple of 100 unless the purchase includes all
   shares purchasable under such option.

2) Shares may be issued in the name of the optionee or in the names of
   the optionee and spouse as joint tenants with right of
   survivorship, but may not be issued in the name of a broker.







































                                 -2-




<PAGE>37
                          (Reverse Side of Form)



Please insert data on stock certificate below:

                                     
         SHARE CERTIFICATE(s) SUBMITTED TO EXERCISE STOCK OPTION:



                                                    EXERCISE
                                          PREVIOUS   PRICE
CERTIFICATE    CERTIFICATE   NUMBER OF     MARKET   (CLOSING
   DATE          NUMBER       SHARES       VALUE    (PRICE)      $ VALUE





































                                    -3-
<PAGE>38
                                                     EXHIBIT 4(j)
                                   
                        OPTION SURRENDER FORM

   As the holder of an option to purchase shares of Common Stock
granted under the Company's Long-Term Incentive Plan, I hereby elect
to surrender the right to exercise the option, or portion thereof, as
follows:

       DATE OF          OPTION PRICE        NUMBER OF OPTION

     OPTION GRANT       PER SHARE ($)     SHARES  SURRENDERED (1)

 

 

 

   I understand that the Company will issue shares of its Common Stock
in settlement  of this  surrender.   The Company  will  determine  the
number of  shares to be issued by computing the difference between the
option price  of the  shares being  surrendered and  their Fair Market
Value determined  on the  date of  such surrender.   The settlement of
such difference  will be  in the  nearest whole  number of  shares  of
Common Stock  of  the  Company  that  could  be  purchased  with  such
difference at  Fair Market  Value.   The mean  between the highest and
lowest reported  selling prices of Grumman Corporation Common Stock on
the New York Stock Exchange Composite Transactions on the date of such
computation shall be the "Fair Market Value" for all purposes.  Please
issue the shares in the following name(s)2:

    EXACT NAME OR NAMES                     FEDERAL TAX:    28%  _____

                                                            36%  _____
   1.  ____________________________   or
             (Optionee only)
   
   2.                            &    ______________________________
    (Optionee & Spouse as joint tenants with right of survivorship)

   
   In executing  this Option Surrender Form, I recognize that I have a
responsibility to  the Company to refrain from surrendering options if
I reasonably  believe that  the Fair  Market Value as defined above is
greater than  it would otherwise be if material non-public information
of which I am aware were made public.
   I also  am aware of the restrictions imposed by the securities laws
of the  United States  and the rules and regulations of the Securities
and Exchange  Commission, particularly those with respect to material,
non-public information,  and  that  those  restrictions  apply  to  my
purchases and  sales of  Company Stock,  including the  shares I  will
receive upon  this surrender.   I  realize that if I have been advised
that I may be deemed to be a "control" person with respect to the

                                 -1-

<PAGE>39
Company, I  may  be  required  to  comply  with  Rule  144  under  the
Securities Act  of 1933 or it may be necessary for the Company to take
certain steps  under that  Act in connection with any proposed sale by
me.
   In addition,  if I  am a  person required  to  file  reports  under
Section 16  of the Securities Exchange Act of 1934, I represent that I
will review  my personal transaction records to assure that I have had
no non-exempt acquisition(s) for the preceding six (6) months prior to
any sale  of the  shares I  receive upon  this surrender  and  I  will
refrain from  making any  non-exempt acquisition(s)  of Company Common
Stock for at least six (6) months subsequent to any such sale.
[IF ANY  TERM, OR  THE LAWS,  RULES AND  REGULATIONS REFERENCED TO THE
ABOVE ARE  NOT CLEAR  TO YOU,   OR  IF YOU  ARE UNSURE OF WHETHER NON-
PUBLIC INFORMATION YOU MAY HAVE IS MATERIAL, PLEASE CONSULT THE OFFICE
OF THE GENERAL COUNSEL BEFORE SUBMITTING THIS FORM OR DISPOSING OF THE
SHARES RECEIVED UPON SURRENDER.]   

     ____________________________   ______________________________
                                    ( Signature of the Optionee)
     ____________________________
        (Address of Optionee)      Date: ___________________

     Employee ID: _______________  Social Security Number: ___________
_____                              
1) The number of option shares being surrendered must be large enough
   to result in payment thereof of 100 or more shares of Common Stock,
   unless all shares exerciseable under the option are surrendered.
2) Shares may be issued in the name of the optionee or in the names of
   the optionee and spouse as joint tenants with right of
   survivorship, but may not be issued in the name of a broker.























                             -2-
<PAGE>40                                     
                                                      EXHIBIT 23 (a)




                CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


    As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8,
relating to 1,750,000 shares of Grumman Corporation Common Stock to be
covered by awards under the Grumman Corporation Long-Term Incentive Plan,
of our reports dated January 20, 1994 on the consolidated financial
statements and related supplemental schedules of Grumman Corporation and
subsidiaries included in, or incorporated by reference in, Grumman
Corporation's previously filed Annual Report on Form 10-K for the year
ended December 31, 1993, and to all references to our Firm included in
this Registration Statement.


                                       /s/ Arthur Andersen & Co.

                                       ARTHUR ANDERSEN & CO.




New York, N.Y.
March 23, 1994







<PAGE>41
                                       EXHIBITS 5 and 23(b)


Grumman Corporation
Bethpage, New York 11714-3580          T.L. Genovese
                                       Vice President - General Counsel


                                       March 25, 1994


Grumman Corporation
1111 Stewart Avenue
Bethpage, New York 11714


Gentlemen:

    As Vice President and General Counsel of Grumman Corporation, a New
York corporation ("Grumman"), I have reviewed the pertinent documents with
respect to the 1,750,000 shares of Grumman Common Stock, par value $1.00
per share, which may be delivered in respect of (i) performance share
awards granted by Grumman under the Grumman Corporation Long-Term
Incentive Plan (the "Plan"); (ii) the exercise or surrender of stock
options granted by Grumman under the Plan; and (iii)  restricted stock
awards granted by Grumman under the Plan.

    I wish to advise you that in my opinion:

    1.  Grumman is a corporation duly organized and existing under the
laws of the State of New York.

    2.  The Plan has been validly adopted by all necessary corporate
action on the part of the Board of Directors of Grumman and the
stockholders of Grumman.

    3.  Upon the determination and delivery of each performance share
award to be granted pursuant to and in accordance with the Plan in the
manner provided in each such grant, Grumman will be obligated to, and may
lawfully transfer and deliver to the holder of such award the shares of
Grumman Common Stock as specified in each such grant, and the shares so
transferred and delivered will be legally issued, fully paid and
nonassessable.

    4.  Upon the exercise of each stock option to be granted pursuant to
and in accordance with the Plan in the manner provided in each such grant
(including payment to Grumman of the exercise price, not less than the
aggregate par value of the Common Stock, as therein specified), Grumman
will be obligated to, and may lawfully transfer and deliver to the option
holder the shares of Grumman Common Stock as specified in each such grant,
and the shares so transferred and delivered will be legally issued, fully
paid and nonassessable.  Shares of Grummnan Common Stock issued upon the
surrender of the right to exercise an option or some portion thereof
pursuant to and in accordance with the Plan will be legally issued, fully
paid and nonassessable.

                                   -1-




<PAGE>42
    5.  Upon the granting of each restricted stock award to be granted
pursuant to and in accordance with the Plan in the manner provided in each
such grant, Grumman will be obligated to, and may lawfully transfer and
deliver to the holder of such award the shares of Grumman Common Stock as
specified in each such grant, and the shares so transferred and delivered
will be legally issued, fully paid and nonassessable.

    I hereby consent to the filing by Grumman of this opinion with
the Securities and Exchange Commission as an Exhibit to the Registration
Statement on Form S-8 relating to the 1,750,000 shares of Common Stock
that may be delivered pursuant to the Plan, and to the statements made in
reference to me under the caption "Interest of Counsel - Legal Opinion" in
the Registration Statement.


                                       Very truly yours,

                                       /s/ T.L. Genovese

                                       T. L. GENOVESE
                                       Vice President and
                                       General Counsel






























                                   -2-
                                     

<PAGE>43
                                                           EXHIBIT 24


                           GRUMMAN CORPORATION

                            POWER OF ATTORNEY

    WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.

    NOW, THEREFORE, the undersigned, Grumman Corporation hereby appoints
Steven Dely, Thomas L. Genovese and John H. Mullan, and each of them
severally, its true and lawful attorneys or attorney with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in its name, place, and stead, said
Registration Statement and any and all amendments and subsequent post-
effective amendments thereto and all instruments necessary or incidental
in connection therewith, and to file the same with the Securities and
Exchange Commission.  Each of said attorneys shall have full power and
authority to go and perform in the name and on behalf of Grumman
Corporation, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises.  The undersigned hereby ratifies and
approves the acts of said attorneys and each of them.

    IN WITNESS WHEREOF, Grumman Corporation has executed this instrument
this 17th day of March, 1994.

                                       GRUMMAN CORPORATION


                                       By /s/ Renso L. Caporali
                                       Renso L. Caporali
                                       Chairman of the Board,
                                       Chief Executive Officer and
                                       Director



ATTEST:


/s/ Stephanie Josiah
Assistant Secretary

(Corporate Seal)



                                   -1-




                                       
<PAGE>44
                           GRUMMAN CORPORATION

                            POWER OF ATTORNEY

    WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.

    NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.  Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person.  The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.

    IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.

                                       /s/ Renso L. Caporali
                                       Renso L. Caporali
                                       Chairman of the Board,
                                       Chief Executive Officer,
                                       and Director















                                   -2-




                                       
<PAGE>45
                           GRUMMAN CORPORATION

                            POWER OF ATTORNEY

    WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.

    NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.  Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person.  The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.

    IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.

                                       /s/ Robert J. Myers
                                       Robert J. Myers
                                       President,
                                       Chief Operating Officer,
                                       and Director














                                   -3-
                                     



                                       
<PAGE>46
                           GRUMMAN CORPORATION

                            POWER OF ATTORNEY

    WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.

    NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.  Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person.  The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.

    IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.

                                       /s/ J. Robert Anderson
                                       J. Robert Anderson
                                       Vice Chairman,
                                       Chief Financial Officer,
                                       and Director














                                   -4-
                                     



                                       
<PAGE>47
                           GRUMMAN CORPORATION

                            POWER OF ATTORNEY

    WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.

    NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.  Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person.  The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.

    IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.

                                       /s/ Nat P. Busi
                                       Nat P. Busi
                                       Vice President,
                                       Controller,
                                       and Principal Accounting Officer














                                   -5-




                                       
<PAGE>48
                           GRUMMAN CORPORATION

                            POWER OF ATTORNEY

    WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.

    NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.  Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person.  The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.

    IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.

                                       /s/ K. S. Axelson 
                                       Kenneth S. Axelson
                                       Director
















                                   -6-
                                     



                                       
<PAGE>49
                           GRUMMAN CORPORATION

                            POWER OF ATTORNEY

    WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.

    NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.  Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person.  The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.

    IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.

                                       /s/ Lucy Wilson Benson
                                       Lucy Wilson Benson
                                       Director
















                                   -7-
                                     




<PAGE>50
                           GRUMMAN CORPORATION

                            POWER OF ATTORNEY

    WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.

    NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.  Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person.  The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.

    IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.

                                       /s/ Richard Dulude
                                       Richard Dulude
                                       Director
















                                   -8-
                                     




<PAGE>51
                           GRUMMAN CORPORATION

                            POWER OF ATTORNEY

    WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.

    NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.  Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person.  The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.

    IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.

                                       /s/ Victor H. Li
                                       Victor Hao Li
                                       Director
















                                     
                                   -9-
                                     



                                       
<PAGE>52
                           GRUMMAN CORPORATION

                            POWER OF ATTORNEY

    WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.

    NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.  Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person.  The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.

    IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.

                                       /s/ Charles Marshall
                                       Charles Marshall
                                       Director
















                                   -10-




                                       
<PAGE>53
                           GRUMMAN CORPORATION

                            POWER OF ATTORNEY

    WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.

    NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.  Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person.  The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.

    IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.

                                       /s/ John T. Sargent
                                       John T. Sargent
                                       Director

















                                   -11-




                                       
<PAGE>54
                           GRUMMAN CORPORATION

                            POWER OF ATTORNEY

    WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.

    NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.  Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person.  The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.

    IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.

                                       /s/ Eddie N. Williams
                                       Eddie N. Williams
                                       Director
















                                   -12-



<PAGE>55
                             GRUMMAN CORPORATION


                               CERTIFICATE


    I, STEPHANIE JOSIAH, Assistant Secretary of GRUMMAN CORPORATION, do
hereby certify that the following resolutions were adopted by the Board of
Directors of this Corporation on March 17, 1994, and that said resolutions
have not been revoked, modified or superseded, and remain in full force
and effect:

         RESOLVED, that 1,750,000 shares of Common Stock, par value $1 per
    share, of the Corporation are reserved for issuance in furtherance of
    the Long-Term Incentive Plan (the "Plan"); and further

         RESOLVED, that the proper officers of the Corporation are
    authorized to issue shares of Common Stock, par value $1 per share, of
    this Corporation reserved for issuance pursuant to the preceding
    resolution, in any or all of the following circumstances:

         (a)  upon the exercise of any stock option or incentive stock
    option granted pursuant to the Plan, in the manner and upon the terms,
    conditions and provisions set forth in such stock option or incentive
    stock option, for the applicable option price of such shares (which
    shall be not less than the par value thereof);

         (b)  upon the surrender of a right to exercise a stock option or
    an incentive stock option, or some portion thereof, pursuant to the
    Plan, in the manner and upon the terms, conditions and provisions
    governing such surrender;

         (c)  upon the granting of a restricted stock award or upon the
    determination and delivery of a performance share award, pursuant to
    the Plan, in the manner and upon the terms, conditions and provisions
    set forth in such award; or

         (d)  upon the granting, determination or delivery (as
    appropriate) of any other Common Stock-based award under the Plan,
    including dividend equivalents in the form of shares of Common Stock,
    unrestricted stock awards, or any other Common Stock-based awards
    granted under the Plan, in each case in the manner and upon the terms,
    conditions and provisions applicable to the subject award; and further

         RESOLVED, that upon such issuance such shares shall be fully paid
    and non-assessable shares of Common Stock of the Corporation; and
    further

         RESOLVED, that the authority heretofore conferred upon The Bank
    of New York, as Transfer Agent and as Registrar, with respect to the
    Common Stock of the Corporation is extended to the issuance,
    registration, and transfer of stock certificates representing up to,
    but not more than, 1,750,000 shares of Common Stock, par value $1 per
    share, which may become issuable in furtherance of the Plan, provided
    
                                     -13-
    
<PAGE>56
    that stock certificates representing shares so issued shall be issued
    only against specific written instructions given to said Transfer
    Agent or Registrar by the Corporation; and further

         RESOLVED, that the officers of the Corporation are authorized to
    cause the Corporation to file a Registration Statement on Form S-8 and
    any amendments and post-effective amendments thereto with the
    Securities and Exchange Commission for the registration of such shares
    under the Securities Act of 1933, as amended, and to cause such to
    become effective; and further

         RESOLVED, that the Chairman, President, the Chief Financial
    Officer and the Treasurer of the Corporation are, and each of them is,
    authorized to execute a power of attorney in the name, and on behalf,
    of the Corporation in favor of Steven Dely, Thomas L. Genovese and
    John H. Mullan, and any of them (with power of substitution in each),
    empowering such attorneys-in-fact to do all acts and things and to
    execute any and all instruments on behalf of the Corporation,
    including the Registration Statement on Form S-8 and any amendments
    and post-effective amendments thereto, which said attorneys or any of
    them may deem necessary or advisable to enable the Corporation to
    comply with the Securities Act of 1933, as amended, and any rules,
    regulations, and requirements of the Securities and Exchange
    Commission in respect thereof, in connection with the registration
    under said Act of 1,750,000 shares of Common Stock, par value $1 per
    share, of the Corporation to be issued from time to time in
    furtherance of the Plan; and further

         RESOLVED, that the Board does authorize the execution by the
    directors and officers of the Corporation or any of them of a power of
    attorney in favor of Steven Dely, Thomas L. Genovese and John H.
    Mullan and any of them (with power of substitution in each),
    empowering such attorneys-in-fact or any of them do all acts and
    things and to execute any and all instruments on behalf of such
    directors and officers, including the Registration Statement on Form
    S-8 and all amendments and post-effective amendments thereto, which
    such attorneys or any of them may deem necessary or advisable to
    enable the Corporation to comply with the Securities Act of 1933, as
    amended, and any rules, regulations, and requirements of the
    Securities and Exchange Commission in respect thereof, in connection
    with the registration under said Act of 1,750,000 shares of Common
    Stock, par value $1 per share, of the Corporation issuable from time
    to time in furtherance of the Plan; and further

         RESOLVED, that the Chairman of the Board, the President, the
    Chief Financial Officer and the Treasurer, and the Secretary of the
    Corporation are, and each of them is, authorized and directed to cause
    the Corporation to apply to the New York Stock Exchange for the
    listing, upon official notice of issuance thereof, of the 1,750,000
    shares of its Common Stock, par value $1 per share, which are reserved
    for issuance pursuant to the resolution above in furtherance of the
    Plan; to execute in the name, and on behalf, of the Corporation and
    file with the New York Stock Exchange an appropriate listing
    application and all such agreements and documents as any of them may
    consider necessary or desirable to secure such listing; to make any
    changes in any such listing application, agreement, or document
    
                                     -14-
                                         


<PAGE>57
    as may be required to satisfy the requirements of such Exchange; and
    to appear on behalf of the Corporation before such Exchange; and
    further

         RESOLVED, that the proper officers of the Corporation and its
    counsel are, and each of them is, authorized to do any and all acts
    and things; to execute and deliver all such instruments, documents,
    and certificates, in the name, and on behalf, of the Corporation and
    under its corporate seal or otherwise; and to pay all such fees and
    expenses, as in their judgment shall be necessary, proper, or
    advisable in order fully to carry out the intent and accomplish the
    purposes of the foregoing resolutions and each of them.

    IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal
of GRUMMAN CORPORATION this 25th day of March, 1994.



(Corporate Seal)                       /s/ Stephanie Josiah
                                       Stephanie Josiah,
                                       Assistant Secretary






























                                   -15-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 130384}]
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1
                             Registration No.

                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C. 20549

                                 FORM S-8

         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

              New York                      11-0844750
      (State of Incorporation)    (IRS Employer Identification No.)

                           1111 Stewart Avenue
                  Bethpage, Long Island, New York 11714
                 (Address of Principal Executive Offices)

                           GRUMMAN CORPORATION
                         Long-Term Incentive Plan
                           (Full title of plan)

                          STEVEN DELY, Secretary
                           GRUMMAN CORPORATION
                           1111 Stewart Avenue
                  Bethpage, Long Island, New York 11714
                 (Name and address of agent for service)

       Telephone number, including area code, of agent for service:
                              (516) 575-7873
                                     
                     Calculation of Registration Fee

                                  Proposed       Proposed
Title of           Amount         maximum        maximum
securities         to be          offering       aggregate  Amount of
to be              registered     price per      offering   registration
registered                        share *        price *    fee

Common Stock,      1,750,000      $64.4375     $112,765,625  $38,884.97
Par Value $1       shares
Per Share

*Estimated solely for the purpose of calculation of the registration fee,
based on the average of the high and low price on New York Stock Exchange-
- -Composite Transactions -- March 28, 1994.
2                                          
                          REGISTRATION STATEMENT

This registration statement is filed with respect to 1,750,000 shares of
Grumman Corporation Common Stock, Par Value $1 Per Share, issuable in
connection with the Grumman Corporation Long-Term Incentive Plan.

    Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

    Registrant is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission").  The following
documents and information filed with the Commission by Grumman Corporation
(the "Company") (File No. 1-3024) are hereby incorporated herein by
reference, and shall be deemed to be a part hereof:

    (i)  The Company's latest Annual Report on Form 10-K, which
incorporates the Company's audited consolidated financial statements for
the Company's latest fiscal year for which such statements have been filed
and the report of the Company's independent public accountants thereon;

    (ii)  The Company's definitive Proxy Statement in connection with the
latest annual meeting of its stockholders, any definitive proxy or
information statements so filed in connection with any subsequent special
meeting of its stockholders, and the information statements pursuant to
Section 14(f) of the Exchange Act and Rule 14f-1 thereunder filed as Annex
I to each Schedule 14D-9 referred to in item (v) below;

    (iii)  The Company's current Reports on Forms 10-Q and 8-K since the
end of the fiscal year covered by the Annual Report referred to in (i)
above;

    (iv)  The description of the Company's Common Stock contained in the
Prospectus dated February 20, 1986 (pp. 6-8), included in Registration
Statement No. 33-3109, as supplemented by the Company's Registration
Statement on Form 8-A filed March 9, 1988 as amended by Amendment No. 1
filed on March 24, 1988, describing Rights to Purchase Series A Junior
Participating Preferred Stock; and

    (v)  The Company's Schedule 14D-9, Solicitation/Recommendation
Statement Pursuant to Section 14(d)(4) of the Exchange Act, filed on March
8, 1994, as amended; and the Company's Schedule 14D-9,
Solicitation/Recommendation Statement (with respect to the Tender Offer by
Northrop Corporation) Pursuant to Section 14(d)(4) of the Exchange Act,
filed on March 24, 1994, as amended.

    All documents filed by the Company pursuant to Sections 13, 14 and
15(d) of the Exchange Act after the date hereof and prior to the
termination of the offering of the Common Stock made hereby 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.  The
Company will provide without charge to each person entitled thereto, on
the written request of such person, a copy of any of the documents
referred to above.  Written requests for such copies should be directed
to:
                         Office of the Secretary
                           Grumman Corporation
                           1111 Stewart Avenue
                           Bethpage, N.Y. 11714
                                   -1-
3
    Grumman Corporation is subject to the informational requirements of
the Exchange Act and in accordance therewith files reports, proxy
statements and other information with the Commission.  Information, as of
particular dates, concerning directors and officers, their remuneration,
options granted to them, the principal holders of securities of the
Company, and any material interest of any such persons in transactions
with the Company, is disclosed in proxy statements distributed to the
Company's shareholders and filed with the Commission.  Items filed with
the Commission may be inspected, and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. and at the Commission's regional
offices at 500 W. Madison, Suite 1400, Chicago, Illinois 60601, and Seven
World Trade Center, 13th Floor, New York, New York 10048.  Copies of such
material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates.  Such material also may be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York and at the offices of
the Boston, Chicago, Pacific and Philadelphia Stock Exchanges.

    Additional updating information with respect to the securities and
plan covered herein will be provided in the future to plan participants.

    Item 5.    INTEREST OF COUNSEL - LEGAL OPINION

    Certain matters in connection with the Common Stock issuable in
connection with the Long-Term Incentive Plan are being passed on by T.L.
Genovese, Esq., Vice President and General Counsel of the Company.  Mr.
Genovese owned beneficially 26,422 shares of Common Stock as of February
28, 1994.

    Item 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Sections 721 through 726 of the Business Corporation Law of the State
of New York (the "BCL"), in which the Company is incorporated, permit the
indemnification of directors or officers of a New York corporation for
reasonable expenses incurred in connection with the defense of any action
brought by or in the right of the corporation against them in their
capacity as directors or officers unless such directors or officers are
adjudged to have breached their statutory duty to the corporation or
unless the expenses are incurred in defending an action which is settled
without court approval.  With respect to actions or proceedings against
directors and officers brought other than by or in the right of the
corporation, indemnification is permitted for judgments, fines and
reasonable expenses if such directors or officers acted in good faith, for
purposes reasonably believed to be in the best interest of the corporation
and, in criminal proceedings, in addition, had no reasonable cause to
believe their conduct was unlawful.

                                   -2-
4
    Article VI of the Company's By-Laws provides that the Company shall
indemnify (a) any person made, or threatened to be made, a party to any
action or proceeding by reason of the fact that such person, the testator
or testatrix or the administrator or administratrix of such person, is or
was a director or officer of the Company and (b) any director or officer
of the Company who served any other company of any type or kind, domestic
or foreign, or any partnership, joint venture, trust, employee benefit
plan, or other enterprise in any capacity at the request of the Company,
in the manner and to the maximum extent permitted in Article VII of the
BCL, as amended from time to time, and the Company may by action of the
Board of Directors indemnify any or all corporate personnel of the
Company, other than directors and officers, in such manner and to such
extent as the Board of Directors in its discretion shall determine,
subject to applicable law.

    Article VI of the Company's By-Laws also authorizes the Company to
enter into agreements with any of its directors, officers, employees or
other persons extending rights to indemnification to such person to the
fullest extent permitted by applicable law.  Pursuant to such
authorization, the Company has entered into specific indemnification
agreements with its directors, certain officers, and certain employees who
hold fiduciary positions in respect of employee benefit plans or who serve
as directors of other entities at the Company's request.  The agreements
provide for mandatory indemnification and mandatory advancement of
expenses to the fullest extent permitted by the BCL.

    Section 402 of the BCL permits a corporation to include a provision in
its certificate of incorporation eliminating or limiting the personal
liability of a director to the corporation or its shareholders for damages
for any breach of duty as a director, provided that such provision shall
not limit or eliminate the liability of a director (i) for acts or
omissions, not in good faith or which involve intentional misconduct or a
knowing violation of law, (ii) for any transaction from which the director
derived an improper personal benefit, (iii) for any violation of Section
719 of the BCL, which imposes liability on directors for unlawful payment
of dividends on or purchases or redemptions of its stock, unlawful
distributions in liquidation and illegal loans to directors, or (iv) for
any act or omission that occurred prior to the adoption of the provision
authorized by Section 402 of the BCL. The Company's Certificate of
Incorporation includes a provision eliminating the liability of its
directors to the Company or its shareholders to the full extent permitted
by Section 402 of BCL.

    In addition, the Company maintains directors' and officers' liability
insurance for the benefit of its directors and officers.

                                   -3-
5
    Item 8.  EXHIBITS

    The following exhibits are filed herewith or incorporated herein by
reference, and are part of this Registration Statement:

Exhibit 4     Instruments defining the rights of participating employees--

              Exhibit 4(a)        Grumman Corporation Long-Term Incentive
                                  Plan

              Exhibit 4(b)        Certain Terms Governing Performance
                                  Shares (relates to Performance
                                  Share Awards under the Plan)

              Exhibit 4(c)        Terms and Conditions of Stock            
                                  Options Granted Pursuant to the Grumman
                                  Corporation Long-Term Incentive Plan
                                  (relates to Stock Option Awards under
                                  the Plan)

              Exhibit 4(d)        Terms and Conditions of Restricted Stock
                                  Granted Pursuant to the Grumman
                                  Corporation Long-Term Incentive Plan
                                  (relates to Restricted Stock Awards
                                  under the Plan)

              Exhibit 4(e)        Form of Grant of Performance Share
                                  Award and Stock Option Award

              Exhibit 4(f)        Form of Grant of Stock Option Award

              Exhibit 4(g)        Form of Grant of Restricted Stock Award

              Exhibit 4(h)        Option Exercise Form (Exercise using
                                  cash)

              Exhibit 4(i)        Option Exercise Form (Exercise using
                                  previously owned stock)

              Exhibit 4(j)        Option Surrender Form

Exhibit 5     Opinion of counsel as to legality of securities to be
              registered, indicating they will when sold be legally
              issued, fully paid and nonassessable.

Exhibit 13    Those portions, and only those portions, of Grumman
              Corporation's 1993 Annual Report to security holders,
              Exhibit 13 to Grumman Corporation's Form 10-K for the year
              ending December 31, 1993, that are specified in said Exhibit
              13 as being deemed filed with the Securities and Exchange
              Commission as part of said Form 10-K, are incorporated in
              this Registration Statement by this reference.

Exhibit 23(a) Consent of Arthur Andersen & Co.

Exhibit 23(b) Consent of T.L. Genovese, Esq. (included in Exhibit 5).

Exhibit 24    Powers of Attorney (including certified resolutions).

                                   -4-
6
    Item 9.   UNDERTAKINGS

    The undersigned registrant hereby undertakes:

         (a)  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;

         (b)  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;

         (C)  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;

         (d)  The undersigned registrant hereby undertakes that, for the
              purposes of determining any liability under the Securities
              Act of 1933, each filing of the registrant's annual report
              pursuant to section 13 (a) or 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;

         (e)  Insofar as indemnification for liabilities arising under the
              Securities Act of 1933 as amended (the "Act") 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 Securities and Exchange 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
              registrant in the successful defense of any action, suit or
              proceeding) is asserted against the Company 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 issues.

                                   -5-
7
                                SIGNATURES

    The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8, and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in Bethpage, State of New York, on
this 29th day of March 1994.

                                       GRUMMAN CORPORATION
                                          (Registrant)

                                  By   /s/ John H. Mullan
                                       (John H. Mullan,
                                       Attorney-in-Fact)

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

Signature               Title                         Date

Renso L. Caporali*      Chairman of the Board,        March 29, 1994
                        Chief Executive Officer
                        and Director

Robert J. Myers*        President,                    
                        Chief Operating Officer
                        and Director

J. Robert Anderson*     Vice Chairman,                
                        Chief Financial Officer
                        and Director

Nat P. Busi*            Vice President,               
                        Controller and
                        Principal Accounting
                        Officer

Kenneth S. Axelson*     Director                      

Lucy Wilson Benson*     Director                      

Richard Dulude*         Director                      

Victor Hao Li*          Director                 

Charles Marshall*       Director                      

                                   -6-

Signature               Title                         Date

James F. Orr III        Director                 

                  
(James F. Orr III)

John T. Sargent*        Director                 

Eddie N. Williams*      Director                      

*  By /s/ John H. Mullan
      (John H. Mullan,
       Attorney-in-Fact)

                                   -7-
8                                     
                            INDEX TO EXHIBITS

Exhibit 4          Instruments defining the rights of participating
                   employees--

    Exhibit 4(a)   Grumman Corporation Long-Term Incentive Plan

    Exhibit 4(b)   Certain Terms Governing Performance Shares (relates to
                   Performance Share Awards under the Plan)

    Exhibit 4(c)   Terms and Conditions of Stock Options Granted Pursuant
                   to the Grumman Corporation Long-Term Incentive Plan
                   (relates to Stock Option Awards under the Plan)

    Exhibit 4(d)   Terms and Conditions of Restricted Stock Granted
                   Pursuant to the Grumman Corporation Long-Term Incentive
                   Plan (relates to Restricted Stock Awards under the
                   Plan)

    Exhibit 4(e)   Form of Grant of Performance Share Award and Stock
                   Option Award

    Exhibit 4(f)   Form of Grant of Stock Option Award

    Exhibit 4(g)   Form of Grant of Restricted Stock Award

    Exhibit 4(h)   Option Exercise Form (Exercise using cash)

    Exhibit 4(i)   Option Exercise Form (Exercise using previously owned
                   stock)

    Exhibit 4(j)   Option Surrender Form

Exhibit 5          Opinion of counsel as to legality of securities
                   to be registered, indicating they will when sold be
                   legally issued, fully paid and nonassessable.

Exhibit 13*        Those portions, and only those portions, of
                   Grumman Corporation's 1993 Annual Report to security
                   holders, Exhibit 13 to Grumman Corporation's Form 10-K
                   for the year ending December 31, 1993, that are
                   specified in said Exhibit 13 as being deemed filed with
                   the Securities and Exchange Commission as part of said
                   Form 10-K, are incorporated in this Registration
                   Statement by reference.

Exhibit 23(a)      Consent of Arthur Andersen & Co.

Exhibit 23(b)      Consent of T.L. Genovese, Esq. (included in
                   Exhibit 5).

Exhibit 24         Powers of Attorney (including certified
                   resolutions).

*Incorporated by reference.

                                   -8-
9                                     
                                                 EXHIBIT 4(a)

                            GRUMMAN CORPORATION
                                     
                         LONG-TERM INCENTIVE PLAN

I.  Purpose

    The purpose  of the  Grumman Corporation  Long-Term Incentive Plan (the
"Plan") is  to attract  and retain  and provide  incentives to employees to
achieve pre-established  performance and  profitability  standards  of  the
Company and to thereby increase overall shareholders' value.

II. Definitions

    (a) "Award"  includes, without  limitation,  stock  options  (including
incentive stock  options under  Section 422  of the  Code) with a surrender
feature,  performance  share  awards,  dividend  equivalent  rights,  stock
awards, restricted  share awards,  or other awards that are valued in whole
or in  part by  reference to,  or are otherwise based on, the Corporation's
Common Stock  ("other Common  Stock-based awards"),  all on  a stand alone,
combination or tandem basis, as described in or granted under this Plan.

    (b) "Award Summary" means a written summary setting forth the terms and
conditions of each Award made under this Plan.

    (c) "Board"  means the Board of Directors of the Corporation, excluding
any member  who is  an officer  or  employee  of  the  Corporation  or  who
otherwise would not be considered a disinterested person within the meaning
of Rule 16b-3 of the Securities and Exchange Commission.

    (d) "Code"  means the  Internal Revenue  Code of  1986, as amended from
time to time.

    (e) "Committee"  means the  Compensation Committee of the Board or such
other committee of the Board as may be designated by the Board from time to
time to administer this Plan.

    (f) "Common  Stock" means  the $1.00  par value  Common  Stock  of  the
Corporation.

    (g) "Corporation" means Grumman Corporation, a New York corporation.

    (h)  "Employee"   means  an   employee  of  Grumman  Corporation  or  a
Subsidiary.

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

                                    -1-
10
    (j)   "Fair Market  Value" means  the average  of the  highest and  the
lowest quoted  selling price  on the  New  York  Stock  Exchange  Composite
Transactions Tape on the relevant valuation date or, if there were no sales
on the  valuation date,  on the  next preceding  date on which such selling
prices were  recorded; provided,  however, that  the Committee  may specify
some other  definition of  Fair Market Value with respect to any particular
Award.

    (k)   "Participant" means  an Employee  who has  been granted  an Award
under the Plan.

    (l)   "Plan Year"  means a twelve-month period beginning with January l
of each year.

    (m)   "Subsidiary" means  any  corporation  or  other  entity,  whether
domestic or  foreign, in  which the Corporation has or obtains, directly or
indirectly, a  proprietary interest  of more  than 50%  by reason  of stock
ownership or otherwise.

III. Eligibility

    Any Employee selected by the Committee is eligible to receive an Award.

IV.  Plan Administration

    (a) Except  as otherwise  determined by  the Board,  the Plan  shall be
administered by  the Committee.   The Board, or the Committee to the extent
determined by  the  Board,  shall  periodically  make  determinations  with
respect to  the participation  of Employees  in the  Plan  and,  except  as
otherwise required by law or this Plan, the grant terms of Awards including
vesting schedules,  price, length  of relevant  performance, restriction or
option period,  dividend rights,  post-retirement and  termination  rights,
payment alternatives  such as cash, stock, contingent awards or other means
of payment  consistent with the purposes of this Plan, and such other terms
and conditions as the Board or the Committee deems appropriate.

    (b) The  Committee shall  have authority  to interpret and construe the
provisions of  the Plan  and the  Award Summaries  and make  determinations
pursuant to  any Plan  provision or  Award Summarv which shall be final and
binding on all persons.  No member of the Committee shall be liable for any
action or  determination made  in good  faith, and  the  members  shall  be
entitled to indemnification and reimbursement in the manner provided in the
Corporation's Certificate  of Incorporation, as it may be amended from time
to time.

    (c) The Committee may designate persons other than its members to carry
out its  responsibilities under  such conditions  or limitations  as it may
set, other  than its  authority with  regard to Awards granted to Employees
who are officers or directors of the Corporation for purposes of Section 16
of the Exchange Act.

    (d) The  Committee shall  have the  authority at  any time  prior to  a
Change in  Control (as  defined in  Section XII(b))  to cancel  Awards  for
reasonable cause  and to provide for the conditions and circumstances under
which Awards shall be forfeited.
                                    -2-
11
V. Stock Subject to the Provisions of This Plan

    (a) The stock subject to the provisions of this Plan shall be shares of
authorized but  unissued Common  Stock and  shares of  Common Stock held as
treasury stock.  Subject to adjustment in accordance with the provisions of
Section X, and subject to Section V(c) below, the total number of shares of
Common Stock available for grants of Awards shall not exceed 1,750,000.

    (b) Any  shares ceasing  to be  subject to  an option  because  of  the
surrender of  such option  in lieu of exercise shall become again available
for award  under the  Plan.  The grant of a performance or restricted share
Award shall be deemed to be equal to the maximum number of shares which may
be issued  under the  Award.   Awards payable  in cash  will not reduce the
number of shares available for Awards granted under the Plan.

    (c) There  shall be  carried forward  and be available for Awards under
the Plan,  in addition to shares available for grant under paragraph (a) of
this Section  V, all  of the following: (i) any unused portion of the limit
set forth  in paragraph  (a) of  this Section V; (ii) shares represented by
Awards which  are cancelled,  forfeited, surrendered,  terminated, paid  in
cash or  expire unexercised; and (iii) the excess amount of variable Awards
which become fixed at less than their maximum limitations.

VI.  Awards Under This Plan

    As the  Board or Committee may determine, the following types of Awards
and other  Common Stock-based  Awards may  be granted  under this Plan on a
stand alone, combination or tandem basis:

     (a) Stock  Option.   A right  to buy  a specified  number of shares of
Common Stock  at a fixed exercise price during a specified time, all as the
Committee may  determine; provided  that the  exercise price  of any option
shall not be less than 100% of the Fair Market Value of the Common Stock on
the date of grant of the Award.

     (b) Incentive  Stock Option.   An  Award in the form of a stock option
which shall  comply with the requirements of Section 422 of the Code or any
successor Section  as it  may be  amended from  time to  time.   Subject to
adjustment in  accordance with  the provisions  of Section X, the aggregate
number of  shares which  may be  subject to  incentive stock  option Awards
under this  Plan shall  not exceed  1,000,000 shares,  subject to Section V
above.   To the  extent that  Section 422  of  the  Code  requires  certain
provisions to  be  set  forth  in  a  written  plan,  said  provisions  are
incorporated herein by this reference.

     (c) Option Surrender Right.  A right contained in the grant of a stock
option or  incentive stock options to receive the excess of the Fair Market
Value of a share of Common Stock on the date the option is surrendered over
the option exercise price contained in the grant letter.

                                    -3-
12
     (d) Restricted and Performance Shares. A transfer of Common Stock to a
Participant, subject to such restrictions on transfer or other incidents of
ownership, or  subject to specified performance standards, for such periods
of time  as  the  Committee  may  determine.    Subject  to  adjustment  in
accordance with the provisions of Section X, the aggregate number of shares
which may  be granted  as restricted stock Awards under this Plan shall not
exceed 250,000, subject to Section V above.

     (e) Dividend  or Equivalent.   A  right to  receive dividends or their
equivalent in  value in Common Stock, cash or in a combination of both with
respect to  any new  or previously  existing Award.   Dividend  equivalents
credited in the form of Common Stock shall be subject to tax withholding by
deducting therefrom  that number  of shares  the Fair Market Value of which
equals the  amount required  to be  withheld.  Shares of Common Stock to be
withheld for tax withholding purposes may be either at the required minimum
or maximum  combined statutory  tax rate,  plus FICA  taxes,  if  required.
However, any  participant who  is subject  to the  reporting provisions  of
Section 16(a)  of the  Securities Exchange  Act of  1934, as amended, shall
have such  withholdings at  the maximum  combined statutory  tax rate, plus
FICA taxes, if required.

     (f) Stock  Award.   An unrestricted  transfer of  ownership of  Common
Stock which  may only  be made  to Employees  other than  Employees who are
officers or  directors of the Corporation for purposes of Section 16 of the
Exchange Act.

     (g) Other  Stock-Based Awards.   Other Common Stock-based Awards which
are related  to or  serve a  similar function  to those Awards set forth in
this Section VI.

VII.  Award Summaries and Agreement

     Each Award  under the  Plan shall be evidenced by an Award Summary and
Agreement.   Delivery of an Award Summary and Agreement to each Participant
shall constitute  an agreement,  subject to  Section IV(d)  and Section  IX
hereof, between  the Corporation  and the  Participant as  to the terms and
conditions of the Award.

VIII.  Other Terms and Conditions

     (a) Assignability.   No  Award shall  be  assignable  or  transferable
except by  will, by  the laws  of descent and distribution or pursuant to a
quafified domestic  relations order  as defined by the Code, and during the
lifetime of  a Participant,  the Award  shall be  exercisable only  by such
Participant  or   such  Participant's  guardian,  legal  representative  or
assignee pursuant to a qualified domestic relations order.

     (b) Termination  of Employment.  The  Committee  shall  determine  the
disposition of  the grant  of each  Award in  the event  of the retirement,
disability, death or other termination of a Participant's employment.

                                    -4-
13
     (c) Rights  as a Stockholder.  A Participant shall have no rights as a
stockholder with  respect to  shares covered by an Award until the date the
Participant or  his nominee, guardian or legal representative is the holder
of record.   No  adjustment will  be made for dividends or other rights for
which the record date is prior to such date.

     (d) No  Obligation to Exercise.  The grant of an Award shall impose no
obligation upon the Participant to exercise the Award.

     (e) Payments by Participants.  The Committee may determine that Awards
for which  a payment  is due from a Participant may be payable: (i) in U.S.
dollars by  personal check,  bank draft or money order payable to the order
of the  Corporation, by  money transfers  or direct  account  debits;  (ii)
through the  delivery or  deemed  delivery  based  on  attestation  to  the
ownership of  shares of  Common Stock with a Fair Market Value equal to the
total payment  due from  the Participant;  (iii) by  a combination  of  the
methods described  in (i)  and (ii) above; or (iv) by such other methods as
the Committee may deem appropriate.

     (f) Withholding.   Except  as otherwise provided by the Committee, (i)
the deduction  of withholding  and any  other taxes required by law will be
made from  all amounts  paid in  cash and  (ii) in  the case of payments of
Awards in  shares of Common Stock, the Participant shall be required to pay
the amount  of any  taxes required to be withheld, prior to receipt of such
stock, with that number of shares the Fair Market Value of which equals the
amount required  to be withheld.  Shares of Common Stock to be withheld for
tax withholding  purposes may  be either at the required minimum or maximum
combined statutory  tax rate,  plus FICA  taxes, if required.  However, any
Participant who  is subject to the reporting provisions of Section 16(a) of
the  Securities   Exchange  Act  of  1934,  as  amended,  shall  have  such
withholdings at  the maximum  combined statutory tax rate, plus FICA taxes,
if required.

     (g) Restrictions  on Sale and Exercise.  With respect to Employees who
are officers  and directors for purposes of Section 16 of the Exchange Act,
and if  required to  comply with rules promulgated thereunder, (i) no Award
providing for  exercise, a  vesting period,  a restriction  period  or  the
attainment of  performance standards shall permit unrestricted ownership of
Common Stock  by the  Participant for  at least six months from the date of
grant, and  (ii) Common  Stock acquired  pursuant to  this Plan (other than
Common Stock  acquired as  a  result  of  the  granting  of  a  "derivative
security") may not be sold for at least six months after acquisition.

IX.  Amendments

    The Board  may alter,  amend, suspend or discontinue the Plan or at any
time prior  to a  Change of Control (as defined in Section XII(b)) alter or
amend any  or all  Award Summaries  granted under  the Plan  to the  extent
permitted by  law.   Any such  action of the Board may be taken without the
approval of  the Corporation's  stockholders, but  only to  the extent that
such stockholder  approval is not required by applicable law or regulation,
including  specifically   Rule  16b-3   of  the   Securities  and  Exchange
Commission.

                                    -5-
14
X.  Recapitalization

    The aggregate  number of  shares of Common Stock as to which Awards may
be granted  to Participants,  the number  of shares thereof covered by each
outstanding Award,  and the  price per  share thereof  in each  such Award,
shall all  be proportionately  adjusted for any increase or decrease in the
number of  issued shares  of Common  Stock resulting  from a subdivision or
consolidation of  shares or  other capital  adjustment, or the payment of a
stock dividend  or other  increase or  decrease in  such  shares,  effected
without receipt  of consideration  by the  Corporation, or  other change in
corporate or  capital structure;  provided, however,  that  any  fractional
shares  resulting  from  any  such  adjustment  shall  be  eliminated.  The
Committee may  also make  the foregoing  changes  and  any  other  changes,
including changes  in the classes of securities available, to the extent it
is deemed  necessary or  desirable to preserve the intended benefits of the
Plan for  the Corporation  and the  Participants in  the event of any other
reorganization,   recapitalization,    merger,   consolidation,   spin-off,
extraordinary dividend or other distribution or similar transaction.

XI.  No Right to Employment

    No person shall have any claim or right to be granted an Award, and the
grant of  an Award shall not be construed as giving a Participant the right
to be  retained in the employ of the Corporation or a Subsidiary.  Further,
the Corporation and each Subsidiary expressly reserve the right at any time
to dismiss  a Participant  free from  any liability, or any claim under the
Plan, except as provided herein or in any Award Summary issued hereunder.

XII.  Change of Control

    (a) Notwithstanding  anything contained  in  this  Plan  or  any  Award
Summary and Agreement to the contrary, in the event of a Change in Control,
as defined  below, the  following shall  occur with  respect to any and all
Awards outstanding as of such Change in Control:

         (i) automatic  maximization of  perfomance standards, lapse of all
    restrictions and  acceleration of  any time  periods  relating  to  the
    exercise, realization or vesting of such Awards so that such Awards may
    be immediately  exercised, realized  or vested in full on or before the
    relevant date fixed in the Award Summary and Agreement;

         (ii) performance shares shall be paid entirely in cash;

         (iii) upon exercise of a stock option or an incentive stock option
    (collectively an  "Option") during the 60-day period from and after the
    date of  a Change in Control, the Participant exercising the Option may
    in lieu of the receipt of Common Stock upon the exercise of the Option,
    elect by written notice to the Corporation to receive an amount in cash
    equal to  the excess  of the  aggregate value (as defined below) of the
    shares of  Common Stock  covered  by  the  Option  or  portion  thereof
    surrendered determined on the date the Option is exercised, over the

                                    -6-
15
    aggregate exercise  price of  the Option  (such excess  is referred  to
    herein   as   the   "Aggregate   Spread");   provided,   however,   and
    notwithstanding any  other provision  of the  Plan, if  the end of such
    60-day period  from and after the date of a Change in Control is within
    six months  of the date of grant of an Option held by a Participant who
    is an  officer or  director of  the Corporation  (within the meaning of
    Section 16(b)  of the  Exchange Act), such Option shall be cancelled in
    exchange for  a cash  payment to the Participant equal to the Aggregate
    Spread on  the day  which is  six months  and one day after the date of
    grant of  such Option.   As  used in  this Section XII(a)(iii) the term
    "Value" means  the higher  of (i)  the highest Fair Market Value during
    the 60-day  period from  and after  the date of a Change in Control and
    (ii) if  the Change in Control is the result of a transaction or series
    of transactions  described in paragraphs (i) or (iii) of the definition
    of Change in Control set forth in Section XII(b), the highest price per
    share of  the Common  Stock paid  in  such  transaction  or  series  of
    transactions (which  in the  case of paragraph (i) shall be the highest
    price per  share of  the Common Stock as reflected in a Schedule 13D by
    the person having made the acquisition);

         (iv) if a Participant's employment terminates for any reason other
    than retirement  or death  following a  Change in  Control, any Options
    held by  the Participant  may be exercised by the Participant until the
    earlier of  three months  after such  termination of  employment or the
    expiration date of such Options; and
    
         (v) all Awards become non-cancellable.

    (b) A  "Change in  Control" of  the Corporation shall be deemed to have
occurred upon the happening of any of the following events:

         (i) the  acquisition, other  than from  the  Corporation,  by  any
    individual, entity  or group (within the meaning of Section 13(d)(3) or
    14(d)(2) of  the Exchange  Act) of  beneficial  ownership  (within  the
    meaning of  Rule 13d-3  promulgated under  the Exchange  Act) of 30% or
    more of  either the  then outstanding  shares of  Common Stock  of  the
    Corporation or the combined voting power of the then outstanding voting
    securities of  the  Corporation  entitled  to  vote  generally  in  the
    election of  directors, but  excluding,  for  this  purpose,  any  such
    acquisition by  the Corporation  or any  of its  Subsidiaries,  or  any
    employee benefit  plan (or  related trust)  of the  Corporation or  its
    Subsidiaries.

         (ii) individuals  who, as of the date hereof, constitute the board
    (as of  the date  hereof the "Incumbent Board") cease for any reason to
    constitute at  least  a  majority  of  the  board,  provided  that  any
    individual becoming  a director  subsequent to  the date  hereof  whose
    election, or nomination for election by the Corporation's shareholders,
    was approved  by a  vote of  at least  a majority of the directors then
    comprising the  Incumbent Board  shall be  considered  as  though  such
    individual were  a member  of the  Incumbent Board,  but excluding, for
    this purpose, any such individual whose initial assumption of office is
    in connection with an actual or threatened election contest relating to
    the election  of the  directors of  the Corporation  (as such terms are
    used in  Rule 14a-ll  of Regulation  14A promulgated under the Exchange
    Act); or

                                    -7-
16
         (iii) approval  by  the  stockholders  of  the  Corporation  of  a
    reorganization, merger  or consolidation  of the  Corporation, in  each
    case, with respect to which all or substantially all of the individuals
    and entities  who were  the respective  beneficial owners of the Common
    Stock and  voting securities  of the  Corporation immediately  prior to
    such reorganization,  merger or  consolidation do  not, following  such
    reorganization, merger  or consolidation, beneficially own, directly or
    indirectly, more than 50% of, respectively, the then outstanding shares
    of Common  Stock and  the combined voting power of the then outstanding
    voting securities  entitled  to  vote  generally  in  the  election  of
    directors, as  the case  may be, of the corporation resulting from such
    reorganization, merger  or consolidation,  or a complete liquidation or
    dissolution of  the Corporation  or of the sale or other disposition of
    all or substantially all of the assets of the Corporation.

XIII.  Governing Law

    To the  extent that  federal laws  do not  otherwise control,  the Plan
shall be construed in accordance with and governed by the laws of the State
of New York.

XIV.  Supplemental Plans

    The Board shall have the authority to adopt plans, supplemental to this
Plan, covering Employees residing outside the United States.

XV.  Savings Clause

    This Plan is intended to comply in all aspects with applicable laws and
regulations, including, with respect to those Employees who are officers or
directors for purposes of Section 16 of the Exchange Act, Rule 16b-3 of the
Securities and  Exchange Commission.   In  case any  one  or  more  of  the
provisions of  this Plan shall be held invalid, illegal or unenforceable in
any respect under applicable law and regulation (including Rule 16b-3), the
validity, legality and enforceability of the remaining provisions shall not
in any  way be  affected or  impaired thereby  and the  invalid, illegal or
unenforceable provision  shall be  deemed null  and void;  however, to  the
extent permissible  by law,  any provision  which could  be deemed null and
void shall  first be  construed, interpreted  or revised  retroactively  to
permit this  Plan to  be construed  in compliance  with all applicable laws
(including Rule 16b-3) so as to foster the intent of this Plan.

XVI.  Effective Date and Term

    The effective  date of  this Plan  is January  1, 1992,  subject to its
approval by the stockholders of the Corporation at the annual meeting to be
held on  April 16, 1992, or any adjournment thereof.  The Plan shall remain
in effect until terminated by the Board.

                                    -8-
17
                                         EXHIBIT 4(b)

                CERTAIN TERMS GOVERNING PERFORMANCE SHARES

                                     
     With respect to Performance Shares granted pursuant to the Long-Term
Incentive Plan, upon the termination of employment of an award recipient
due to his death, permanent or total disability, retirement at age 65, or
later, or termination by the Company other than for cause (each, a
"Termination") at least six months after  the award but prior  to the end
of the  measuring period and delivery of shares, the Committee may, upon
the recommendation of management, exercise its authority to determine the
present value of the award of Performance Shares as of the date of such
Termination, such value to be based upon assumptions set by management and
approved by the Committee, which may include the performance criteria set
for the award or such other criteria as may be appropriate under the
circumstances and pay such award in cash, shares or any combination
thereof.  In the absence of any such determination by the Committee, such
recipient or such recipient's estate or designated beneficiary shall be
entitled to receive a prorated portion of such award or awards, such
pro-ration to occur at the end of the measuring period and take into
account only the period prior to the recipient's Termination.  If there is
a Termination within six months of the award, or if an award recipient
voluntarily terminates his employment or is terminated by the Company for
cause prior to the end of the measuring period and delivery of shares,
awards of Performance Shares shall be forfeited.
18
                                                            EXHIBIT 4(c)

                  TERMS AND CONDITIONS OF STOCK OPTIONS 
               GRANTED PURSUANT TO THE GRUMMAN CORPORATION 
                         LONG-TERM INCENTIVE PLAN

I.   Purpose

     These terms  and conditions govern options granted under the Long-Term
Incentive Plan  (hereinafter referred to as "the Plan") and provide for and
govern the granting of Common Stock options as a means of (a) assisting the
Company and  its subsidiaries to attract and retain the services of persons
who can  be expected  to make  major contributions  to  their  longer  term
success;  (b)   furnishing  extra   incentive  to  such  persons;  and  (c)
encouraging such  persons to  identify their  interests more  closely  with
those of the Company's shareholders for a substantial time period.

II.  Administration of the Plan

     The Plan  shall be  administered by  the Compensation Committee of the
Board of  Directors (hereinafter  referred to  as "the  Committee").    The
Committee shall  consist of  three or more directors, each of whom shall be
ineligible  to  receive  options  under  the  Plan  while  serving  on  the
Committee.   A majority  of the members of the Committee in office, but not
less than  two members,  shall constitute  a quorum  for the transaction of
business at  any meeting, and the acts of a majority of the members present
at any  meeting at  which a  quorum is  present shall  be the  acts of  the
Committee.

     Subject to  the express provisions of the Plan, the Committee may from
time to  time grant  options under  the Plan on behalf of the Company.  The
date of  grant of  an option  shall be  the date that it is approved by the
Committee.

     The Committee  shall have  authority to adopt, change and revoke rules
and forms  for the  administration of  the Plan,  to correct defects in any
option agreement,  and to  interpret the Plan, the rules thereunder and all
options.   Its determinations  shall be  conclusive and  binding  upon  all
interested parties.

III. Stock Available for Options

     The number  of shares  of Common Stock which may be subject to options
awarded under the Plan shall be limited by the provisions of Sections V and
VI of  the Plan,  and shall  be subject  to adjustment  in accordance  with
Section X  of the  Plan.   For the  purpose of  such limitation, any option
which terminates  without having  been fully  exercised shall  be deemed to
have covered only the shares actually purchased thereunder.

     The shares  of Common  Stock delivered upon the exercise of any option
may be  authorized and  unissued shares or, when authorized by the Board of
Directors or  by  the  Committee,  issued  shares  held  in  the  Company's
treasury.

                                    -1-
19
IV.  Eligibility for Options
     
     (a)   Options may  be granted under the Plan to employees of  the
     Company and  its   subsidiaries    (other  than  members  of  the
     Committee)  whose   services  are   considered  to  be  of  major
     importance to  the  success  of  the  Company  or  a  subsidiary,
     including salaried  officers but not including directors as such;
     and any  such eligible employee may receive more than one option.
     The Committee  shall be  the sole  judge of  which employees  are
     qualified to receive options.
     
          Anything  in   the  preceding   paragraph  to  the  contrary
     notwithstanding, with  respect to  options granted under the Plan
     that are  designated as  "Incentive Stock  Options" the aggregate
     fair market  value (determined at the time the option is granted)
     of the  stock with  respect to  which incentive stock options are
     exercisable for  the first  time  by  the  recipient  during  any
     calendar year  (under all  such plans  of  the  Company  and  its
     subsidiaries) shall not exceed $100,000.
     
     (b)   The aggregate  fair market value (determined at the time an
     option is  granted) of  stock for  which stock options designated
     "Incentive Stock  Options" are  exercisable for  the  first  time
     under the terms of a plan by an employee during any calendar year
     (under all  plans of an individual's employer corporation and its
     parent and  subsidiary corporations)  is limited to $100,000, but
     the value  of stock  for which  options  may  be  granted  to  an
     employee in a given year may exceed $100,000.
     
V.   Time Limit for Option Grants

     No option shall be granted under the Plan after December 19, 2001.

VI.  Terms and Conditions of Options

     Options  granted  under  the  Plan  shall  conform  to  the  following
requirements:

     (a)  The option price of each share of Common Stock covered by an
     option shall be not less than the fair market value of a share of
     Common Stock  on  the  date  that  the  option  was  granted,  as
     determined by the Committee;
     
     (b)   Each option  granted to  employees under this Plan shall be
     exercisable on  such date or dates and during such period and for
     such number of shares as the Committee shall determine; provided,
     however, that  in any  event no option shall be exercisable after
     the expiration of ten years from the date of its grant.
     
     
     
     
                                    -2-
20     
     (c)   Each exercise  of an  option shall be accompanied by either
     (i) full  payment in  cash of  the option  price of the shares of
     Grumman Corporation Common Stock being acquired, or (ii) delivery
     to  Grumman  Corporation  of  only  so  many  shares  of  Grumman
     Corporation Common  Stock valued  at the closing price on the New
     York Stock  Exchange on  the date  of exercise  of the  option as
     necessary to  equal the  option price  of the  shares of  Grumman
     Corporation Common  Stock being  acquired pursuant to such option
     exercise.
     
     (d)   An option  shall  not  be  transferable  by  its  recipient
     otherwise than by will or by the laws of descent and distribution
     or pursuant  to a qualified domestic relations order and shall be
     exercisable during  his lifetime  only by  him or  his  guardian,
     legal representative or assignee pursuant to a qualified domestic
     relations order.

     The enumeration  of the  foregoing requirements shall not be deemed to
bar the  Committee from establishing option terms and conditions other than
those governed  by such requirements.  Except as otherwise required by this
Article or  by any  action of the Committee, an option shall be exercisable
in whole, at any time, or in part, from time to time, until it terminates.

VII. Surrender of Options

     Company management  may, at  its discretion  and under  such terms and
conditions as  it deems appropriate, accept the surrender by an optionee of
a right  to exercise an option, or some portion thereof, to purchase shares
of Common  Stock granted  under such  option and  authorize  a  payment  in
consideration therefor  of an  amount equal  to the  difference obtained by
subtracting the  option price  for such shares from their fair market value
on the  date of  such surrender,  such payment  to be  in the nearest whole
number of  shares of  the Common Stock of the Company valued at fair market
value on the date of such surrender, provided that the Committee determines
that such  settlement is  consistent with the purposes of the Plan set down
in Article I hereof.

VIII. Termination of Options; Death of Option Recipient

     In addition  to termination  upon exercise  or surrender,  each option
granted under the Plan shall be exercisable and shall terminate as follows:

     Upon an  award recipient's  employment termination  due to  his or her
death, permanent or total disability or retirement at age 65, or later, all
options previously  awarded to  such  recipient  shall  become  immediately
exercisable, if  not then  exercisable, and such options shall be forfeited
at the  end of  the stated  term of  the option  or,  if  earlier,  at  the
following times:  (a)  for termination of employment caused by death, three
years after death; (b) for termination of employment caused by permanent or
total disability, one year after such disability; or (c) for termination of
employment due to retirement at normal retirement age 65, or later, the end
of the  period, after  such retirement,  equal in  duration to  the  period
between the date of grant of the option and the date of retirement.
21
                                    -3-

Options held  by an  award recipient  whose employment is terminated by the
Company other  than for  cause shall  be forfeited  (x) if  the options are
exercisable at  the date of termination, one year after termination; or (y)
if the  options are  not exercisable  at the  date of termination, one year
after such  options become  exercisable by their terms.  Options held by an
award recipient  whose employment is terminated by the Company for cause or
who voluntarily  terminates his  employment shall  be forfeited  upon  such
termination.  Notwithstanding the above provisions, if after termination of
employment due  to permanent  or total  disability,  retirement  at  normal
retirement age  65, or  later, or termination by the Company other than for
cause, any option recipient shall die, such option shall become immediately
exercisable (if not already exercisable) and shall remain exercisable until
the later  of (i)  one year  after  the  date  of  his  death  or  (ii)  if
applicable, the expiration of the time periods set down in (b), (c), (x) or
(y) above but, in no event, shall such option be exercisable at a time more
than ten  years after  such option is granted.  An option exercisable after
the death  of an  option recipient  may be  exercised by  his estate or the
person or  persons to whom his option is transferred by will or by the laws
of  descent   and  distribution,  or  by  a  beneficiary  or  beneficiaries
designated in writing on an appropriate form provided by the Company.

IX.  Adjustments for Corporate Changes

     In the  event of  any change  in the  number of  outstanding shares of
Common Stock  by reason  of a  stock dividend  on the  Common Stock,  stock
split-up or  so-called reverse  stock split, the number of shares of Common
Stock then  available for  grant of  options, and  the number  of shares of
Common Stock  then purchasable  under each  outstanding  option,  shall  be
increased or  decreased proportionately  and the option price of the shares
purchasable under  each option  shall be appropriately adjusted so that the
cost of exercising the option in full shall remain the same.

     In the  event of  any other corporate action affecting the outstanding
shares of  Common Stock  (such corporate  action including,  but not  being
limited to,  a re-capitalization, merger, consolidation, so-called spin-off
or dividend  in partial  liquidation), the  Board of  Directors may  in its
discretion make  such adjustments  as it  deems equitable in the number and
kind of  securities available  for the  grant of options and in the number,
kind and price of the securities purchasable under any outstanding option.

     The foregoing  notwithstanding, no  fractional share  of Common  Stock
shall become purchasable under any option granted under the Plan.

X.   Meaning of "Subsidiary"

     For the  purpose of  these Terms and Conditions, a "subsidiary" of the
Company shall  mean any  corporation or  other entity,  whether domestic or
foreign, in  which the  Company has  or obtains,  directly or indirectly, a
proprietary interest  of more  than 50%  by reason  of stock  ownership  or
otherwise.

                                    -4-
22

XI.  Amendment and Termination of Plan

     The Board  of Directors may terminate the Plan at any time or amend it
from time  to time,  except that  shareholder approval shall be required of
any amendment,  other than  an amendment  authorized by  Article IX,  which
increases the  number of  shares of Common Stock available for the grant of
options, reduces the minimum permissible option price or extends the period
during which  options may  be granted.   No amendment or termination of the
Plan shall  nullify or  otherwise change any outstanding option without the
consent of the holder thereof.

XII. Plan Controls

     In the  event of  any conflict  between these Terms and Conditions and
the provisions of the Plan, the provisions of the Plan shall control.

                                    -5-
23                                     
                                                             EXHIBIT 4(d)
                                     
                                     
             TERMS AND CONDITIONS OF RESTRICTED STOCK GRANTED
                    PURSUANT TO THE GRUMMAN CORPORATION
                         LONG-TERM INCENTIVE PLAN

1.   PURPOSES

     These terms  and conditions  govern awards of restricted stock granted
under the Long-Term Incentive Plan (hereinafter referred to as "the Plan"),
and provide  for and  govern the granting of such awards as a means of: (a)
attracting and  retaining personnel possessing outstanding ability; and (b)
furthering the identity of interests of Plan participants with those of the
Company's shareholders through stock ownership opportunities.

2.   DEFINITIONS

     Whenever used  herein, each  of the  following terms  shall  have  the
meaning set forth opposite said term:

     (a)  "Company" shall mean Grumman Corporation and its
     subsidiaries.
     
     (b)  "Board" shall mean the Board of Directors of Grumman
     Corporation.
     
     (c)  "Committee" shall mean the Compensation Committee of the
     Board.
     
     (d)  "Award" shall mean an award of Restricted Stock granted
     under the provisions of the Plan.
     
     (e)  "Participant" shall mean any employee who is selected by the
     Committee to participate in the Plan.
     
     (f)  "Stock" shall mean the $1.00 par value Common Stock of
     Grumman Corporation.
     
     (g)  "Restricted Stock" shall mean any shares of Stock
     contingently awarded to a Participant under the Plan subject to
     the restrictions set forth in Section 6 hereof.
     
     (h)  "Restricted Period" shall mean, with respect to any Award,
     the period or periods of time selected by the Committee, pursuant
     to Section 8 hereof, during which the restrictions set forth in
     Section 6 shall remain in effect with respect to the shares of
     Restricted Stock comprising such Award.

                                    -1-
24
3.   SHARES OF RESTRICTED STOCK SUBJECT TO THE PLAN

     Subject to  adjustment in  accordance with  Section X of the Plan, the
aggregate number  of shares which may be granted as Restricted Stock Awards
under the Plan shall not exceed 250,000 shares, subject to Section V of the
Plan.   Any shares  of Restricted  Stock which  have been awarded under the
Plan, but  are later forfeited to the Company, may again be made subject to
Awards under the Plan.

     The shares  which may  be granted as Restricted Stock Awards under the
Plan may  be authorized  but unissued  shares or  shares  acquired  by  the
Corporation and  held in  its Treasury,  as the  Committee may from time to
time determine.

4.   ADMINISTRATION; GRANT OF RESTRICTED STOCK AWARDS

     (a)   The Plan  shall be  administered by  the  Committee.    The
     Committee shall  from time  to time,  in its  discretion,  select
     employees of the Company who are to receive Awards, determine the
     number of  shares of Restricted Stock comprising such Awards, and
     establish the applicable terms and conditions of each such Award.
     
          No employee  shall have  any right  to be  selected  for  an
     Award, and any employee selected by the Committee for an Award at
     any time,  or during  any period,  shall not,  by virtue  of such
     Award, have  the right  to be  selected for an Award at any other
     time or during any other period.
     
     (b)   The Committee  shall have  authority to  adopt, change  and
     revoke rules  and forms  for the  administration of  the Plan, to
     correct defects  in any  agreement  covering  an  Award,  and  to
     interpret the  Plan, the  rules thereunder,  and all Awards.  Its
     determinations  shall   be  conclusive   and  binding   upon  all
     interested parties.

5.   AWARD AGREEMENTS

     Each Award  of Restricted Stock shall be evidenced by an Award Summary
and Agreement,  in accordance with Section VII of the Plan.  Any such Award
Summary and  Agreement shall  contain such  terms  and  conditions  as  the
Committee may in its sole discretion deem appropriate.

6.   RESTRICTIONS

     Stock issued  or transferred  to a grantee of a Restricted Stock Award
shall be subject to the following restrictions:
     
     (a)   None of  the Restricted  Stock comprising such Award may be
     sold, assigned,  transferred, pledged  or  otherwise  encumbered,
     except as  provided, during the Restricted Period established for
     such Award;
     
                                    -2-
25     
     (b)   All of  the Restricted  Stock shall  be forfeited  and shall  be
     returned to  the Company  and  all  rights  of  the  grantee  to  such
     Restricted Stock  shall terminate without any payment or consideration
     by  the   Company,  unless  the  grantee  remains  in  the  continuous
     employment of  the Company  for such  period as  the  Committee  shall
     designate pursuant to Section 8.

7.   RIGHTS AS A SHAREHOLDER

     Except as  provided in  Section 6, a Participant receiving an Award of
Restricted Stock shall have all of the rights of a shareholder with respect
to such  Restricted Stock,  including but  not limited  to,  the  right  to
receive all dividends paid on such shares of Restricted Stock and the right
to vote such shares of Restricted Stock.

8.   RESTRICTED PERIOD

     The restrictions  set forth  in Section  6 shall lapse at such time or
times as the Committee, in its sole discretion, shall designate at the time
of grant  of the  Restricted Stock  Award.   The restrictions  set forth in
Section 6  shall lapse  at the  end of  the applicable restricted period or
periods or  upon the earlier occurrence of an event described in Sections 9
or 10.  Upon the lapse of restrictions there shall be deducted and withheld
that number  of shares  the Fair  Market Value  of which  equals the amount
required to  be withheld  for tax  withholding purposes, in accordance with
Section VIII(f) of the Plan.  Shares of Common Stock to be withheld for tax
withholding purposes  may be  either at  the required  minimum  or  maximum
combined statutory  tax rate,  plus FICA  taxes, if required.  However, any
Participant who  is subject to the reporting provisions of Section 16(a) of
the  Securities   Exchange  Act  of  1934,  as  amended,  shall  have  such
withholdings at  the maximum  combined statutory tax rate, plus FICA taxes,
if required.

9.   LAPSE OF RESTRICTIONS ON DEATH, TOTAL DISABILITY,
     OR RETIREMENT

     In the  event that  the employment  of a  Participant who  receives an
Award is  terminated  prior  to  the  lapse  of  the  restrictions  on  his
Restricted Stock  by reason  of death,  total disability,  or retirement at
normal age  65, or  later, the restrictions on the Award shall lapse on the
date of such termination.

10.  LAPSE AT DISCRETION OF THE COMMITTEE; LAPSE UPON
     TERMINATION FOLLOWING A CHANGE IN CONTROL

     (a)   The Committee  shall have  the authority  to accelerate the
     time at which the restrictions on any Restricted Stock will lapse
     or to  remove any  of such restrictions whenever it may decide in
     its absolute  discretion that, by reason of changes in applicable
     tax or other laws or other changes in circumstances arising after
     the date  of an Award, such action is in the best interest of the
     Company, and  equitable to  the Participant  receiving the Award,
     his heirs, or designated beneficiaries.
     
                                    -3-
26     
     (b)   The restrictions  shall lapse  immediately upon a Change in
     Control (as  hereinafter defined)  of Grumman  Corporation.   For
     purposes of this Section 10, a "Change in Control" shall have the
     meaning set forth in Section XII(b) of the Plan.
     
11.  COMPLIANCE WITH SECURITIES AND EXCHANGE COMMISSION REQUIREMENTS

     No certificate for shares of Restricted Stock distributed pursuant to
the Plan shall be executed and delivered until the Company shall have taken
such action, if any, as is then required to comply with the provisions of
the Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, or any other applicable laws, and the requirements of any
exchange on which the Stock may, at the time, be listed.

12.  AMENDMENT AND TERMINATION OF PLAN

     (a)   The Board may, at any time and from time to time, modify or
     amend the  Plan in  any respect,  except that without shareholder
     approval, the Board may not increase the maximum number of shares
     of Restricted  Stock which  may be  awarded under the Plan in the
     aggregate (other  than an  increase pursuant  to Section X of the
     Plan), or  extend the  period during which Awards may be granted.
     No modification  or amendment  of the Plan shall adversely affect
     any previously  granted Award  without the consent of the grantee
     thereof.
     
     (b)   The Board may, at any time or from time to time, suspend or
     terminate the  Plan, provided that no such action shall adversely
     affect any  previously granted  Award without  the consent of the
     grantee thereof.
     

13.  DESIGNATION OF BENEFICIARY

     A Participant  may, with  the consent  of the  Committee, designate  a
person or  persons to  receive in  the event  of his  death, any Restricted
Stock to  which he  would then be entitled.  Such designation shall be made
upon forms  supplied by and delivered to the Company, and may be revoked in
writing.   If a  Participant fails  effectively to designate a beneficiary,
then his estate shall be deemed to be his beneficiary.

14.  PLAN CONTROLS

     In the case of any conflict between these Terms and Conditions and the
provisions of the Plan, the provisions of the Plan shall control.

                                    -4-
27
                                                          EXHIBIT 4(e)

                                          DATE

NAME
DIVISION

Dear            :

     I'm pleased  to inform  you that  you have  been awarded a Performance
Share Award  and a  Stock Option  Grant under Grumman's Long-Term Incentive
Plan.   The Plan is administered by the Compensation Committee of the Board
of Directors,  and your  awards indicate  that you  are expected  to be  an
integral part of the Corporation's future.

     You are hereby granted:

     A target  award of ____ Performance Shares of the Corporation's Common
Stock, par value $1 per share; and

     An option  to purchase  ____ shares of the Corporation's Common Stock,
par value $1 per share, at the price of $       per share.

     The date of grant of both awards is                   .

PERFORMANCE SHARE AWARD

     This award  enables you  to earn  shares of  Common  Stock,  based  on
Corporation performance  over the  three-year measuring  period  1994-1996.
The award,  which you  will receive  in early  1997, consists  of a  target
number of  shares, determined  by how  well the  Corporation meets  certain
performance criteria  established by the Compensation Committee, as well as
how  its   performance  compares  to  a  peer  group  of  Aerospace/Defense
Contractors.   As a  result, the actual number of shares you receive may be
greater or  less than  the target  number of shares shown above.  The award
will also  include quarterly dividend equivalents in the form of additional
shares. Upon  payment of  any performance  share award,  all  required  tax
withholdings will  be satisfied  by reducing  the number  of shares  to  be
delivered to  you by  that number of shares the aggregate fair market value
of which equals such withholdings.

     The award  is subject  to all  of the terms and conditions of the Plan
(Attachment 1),  and Certain Terms Governing Performance Shares (Attachment
2), as each may be amended from time to time.

STOCK OPTION GRANT

     This grant  gives you  an option  to purchase  the specified number of
shares, at the option price, at any time during the period commencing three
(3) years after the date the option was granted and expiring ten (10) years
after such  date.   In lieu of exercising the option, you may surrender the
option during such period and receive a payment in the form of shares of

                                    -1-
28
Common Stock,  based on  the difference  between the  fair market  value of
Common Stock  on the  date of  surrender and  the exercise price.  Upon any
surrender, all  required tax withholdings will be satisfied by reducing the
number of  shares to  be delivered  to you  by that  number of  shares  the
aggregate fair market value of which equals such withholdings.

     The grant  is subject  to all  of the terms and conditions of the Plan
(Attachment 1),  and to  certain Terms  and  Conditions  of  Stock  Options
granted pursuant  to the  Plan (Attachment  3), as each may be amended from
time to  time, and  is intended  to be  an "Incentive Stock Option" for tax
purposes.

ACCEPTANCE

      This  letter and Attachments 1, 2 and 3 constitute the "Award Summary
and Agreement"  referred to in the Plan.  If you accept your awards, please
sign this  letter, signifying  your acceptance  and your  agreement to  the
terms of  the Plan and such Attachments, as amended, which will govern your
awards and  all prior awards made to you under the Plan.  The signed letter
should be  returned to  Beth Simone,  Mail Stop E02-GHQ.  Beneficiary forms
are also  enclosed, should  you wish to designate or change the beneficiary
who would  receive your  awards in  the event  of death.   If  you have any
questions concerning  these awards,  please call  Robert  E.  Foster,  Vice
President -  Human Resources,  at 575-6141.   If  you  have  any  questions
concerning the  proper procedures  for exercising  or surrendering  a stock
option, please call Beth Simone at 575-7999.

     Outstanding performance is vital to the success of the Corporation and
I look  forward to recognizing our collective results through the Long-Term
Incentive program.

                                   Very truly yours,

                                   GRUMMAN CORPORATION

                                   Renso L. Caporali
                                   Chairman of the Board & CEO
                                        

Enclosures

ACCEPTED AND AGREED:

Print Name:  _________________________

Signature:  ___________________________

Date Signed: ________________________

ID Number: _________________________

                                    -2-
29
                                                        EXHIBIT 4(f)

                                       DATE

NAME
DIVISION

Dear     :

     I'm pleased  to inform  you that  you have been awarded a Stock Option
Grant under  Grumman's Long-Term  Incentive Plan.  The Plan is administered
by the  Compensation Committee  of the  Board of  Directors, and your award
indicates that you are expected to be an integral part of the Corporation's
future.

     You are  hereby granted  an option  to purchase  _____ shares  of  the
Corporation's Common Stock, par value $1 per share, at the price of
$______ per share.

     The date of the grant is ______________.

STOCK OPTION GRANT

     This grant  gives you  an option  to purchase  the specified number of
shares, at the option price, at any time during the period commencing three
(3) years after the date the option was granted and expiring ten (10) years
after such  date.   In lieu of exercising the option, you may surrender the
option in such period and receive a payment in the form of shares of Common
Stock, based  on the  difference between  the fair  market value  of Common
Stock on the date of surrender and the exercise price.  Upon any surrender,
all required  tax withholdings  will be satisfied by reducing the number of
shares to  be delivered  to you by that number of shares the aggregate fair
market value of which equals such withholdings.

     The grant  is  subject  to  the  terms  and  conditions  of  the  Plan
(Attachment 1),  and to  certain Terms  and  Conditions  of  Stock  Options
granted pursuant  to the  Plan (Attachment  2), as each may be amended from
time to  time, and  is intended  to be  an "Incentive Stock Option" for tax
purposes.

ACCEPTANCE

     This letter  and Attachments 1 and 2 constitute the "Award Summary and
Agreement" referred  to in the Plan.  If you accept your award, please sign
this letter, signifying your acceptance and your agreement to the terms of

                                    -1-
30
the Plan  and such  Attachments, as  amended, which will govern the instant
grant and all prior stock option grants awarded to you under the Plan.  The
signed letter  should be  returned to  Beth Simone,  Mail Stop  EO2-GHQ.  A
beneficiary form  is also  enclosed, should you wish to designate or change
the beneficiary who would receive your award in the event of death.  If you
have any  questions concerning  this award,  please call  Robert E. Foster,
Vice President  - Human  Resources, at 575-6141.  If you have any questions
concerning the  proper procedures  for exercising  or surrendering  a stock
option, please call Beth Simone at 575-7999.

     Outstanding performance is vital to the success of the Corporation and
I look  forward to recognizing our collective results through the Long-Term
Incentive program.

                                 Very truly yours,

                                 GRUMMAN CORPORATION

                                 Renso L. Caporali
                                 Chairman of the Board & CEO

Enclosures

ACCEPTED AND AGREED:

Print Name: _______________________________

Signature:                                 

Date Signed: __________

ID Number: ____________

                                    -2-
31
                                             EXHIBIT 4(g)

                                   Date

NAME
DIVISION

Dear ____________:

     I'm pleased  to inform  you that  you have  been awarded  a Restricted
Stock award  under  Grumman's  Long-Term  Incentive  Plan.    The  Plan  is
administered by  the Compensation  Committee of the Board of Directors, and
your award  indicates that  you are  expected to be an integral part of the
Corporation's future.

     You  are  hereby  granted  __________  restricted  shares  of  Grumman
Corporation Common  Stock, par  value $1  per share,  under  the  Long-Term
Incentive Plan.

     This award  is subject  to the  provisions of this letter.  It is also
subject to  the terms  and conditions  of the  Plan (Attachment  1), and to
certain Terms and Conditions Governing Restricted Stock granted pursuant to
the Plan (Attachment 2), as each may be amended from time to time.

RESTRICTIONS

     The shares  of Restricted  Stock awarded  to  you  may  not  be  sold,
assigned,  transferred,   pledged  or  otherwise  encumbered,  while  under
restriction.   IN ADDITION, WITH CERTAIN LIMITED EXCEPTIONS (SEE SECTIONS 9
AND 10  OF ATTACHMENT 2), UNLESS YOU REMAIN IN THE CONTINUOUS EMPLOYMENT OF
GRUMMAN CORPORATION OR A SUBSIDIARY THEREOF, SHARES UNDER RESTRICTION SHALL
BE FORFEITED  AND RETURNED  TO THE CORPORATION, AND ALL YOUR RIGHTS TO SUCH
SHARES  SHALL  TERMINATE  WITHOUT  ANY  PAYMENT  OR  CONSIDERATION  BY  THE
CORPORATION.   So long as your Restricted Stock award is not forfeited, you
will receive all dividends paid on your shares of Restricted Stock and will
have the  right to vote such shares.   The Corporation will retain physical
custody of  your shares  of Restricted Stock until the restrictions thereon
have lapsed.

     Restrictions  on  your  shares  will  lapse  in  accordance  with  the
following schedule:  20% of the total number of shares shall become free of
the restrictions  set forth  above, on  January  1,  ______,  and  on  each
subsequent January  1st, through  and including January 1,       , by which
time all restrictions will have lapsed.

     As the  restrictions lapse  on your  shares, a  certificate(s) will be
issued in  your name,  or in  joint tenancy with your spouse if you prefer,
for the  appropriate number  of shares.  All required tax withholdings will
be satisfied  by reducing  the number  of shares  to be delivered to you by
that number  of shares the aggregate fair market value of which equals such
withholdings.   You will  then be  free to  dispose of,  or retain  the net
shares delivered to you, as you wish.

                                    -1-
32
ACCEPTANCE

      This letter and Attachments 1 and 2 constitute the "Award Summary and
Agreement" referred  to in the Plan.  If you accept your award, please sign
this letter,  signifying your  acceptance and your agreement to this letter
and such Attachments, as amended, which will govern the instant award.  The
signed letter  should be  returned to  Beth Simone,  Mail Stop  EO2-GHQ.  A
beneficiary form  is also  enclosed, should you wish to designate or change
the beneficiary  who would  receive your  shares of Restricted Stock in the
event of  death.   If you  have any questions concerning this award, please
call Robert  E. Foster,  Vice President - Human Resources, at 575-6141.  If
you have  any questions  concerning the  lapsing of  restrictions  and  the
issuance of share certificates, please call Beth Simone at 575-7999.

     Outstanding performance is vital to the success of the Corporation and
I look  forward to recognizing our collective results through the Long-Term
Incentive program.

                                   Very truly yours,

                                   GRUMMAN CORPORATION

                                   Renso L. Caporali
                                   Chairman of the Board & CEO

Enclosures

Accepted and Agreed:

Signature:  ______________________

Date Signed:              

                                    -2-
33                                   
                                                      EXHIBIT 4(h)
                                   
                                   
                         OPTION EXERCISE FORM
                                   

   As the holder of an option to purchase shares of Common Stock
granted under the Company's Long-Term Incentive Plan, I hereby elect
to exercise the option, or portion thereof, as follows:

    DATE OF         NUMBER OF       PURCHASE PRICE     TOTAL PURCHASE
  OPTION GRANT      SHARES (1)      PER SHARE  ($)         PRICE ($)

   A check payable to the Company in the amount of ___________,
covering the purchase price of the shares, is enclosed. The shares
should be issued in the following name(s)2:

      EXACT NAME OR NAMES                    CERTIFICATE(S)  ISSUED
     
                                             _____ X _____

     1. ____________________________  or     _____ X ______
             Optionee only)

     2.                               &     __________________________
       (Optionee & Spouse as joint tenants with right of survivorship)

   I am  aware of  the restrictions  imposed by the securities laws of
the United  States and the rules and regulations of the Securities and
Exchange Commission, particularly those with respect to material, non-
public information,  and that those restrictions apply to my purchases
and sales  of Company  Stock, including the shares I will receive upon
this exercise.   I  realize that  if I have been advised that I may be
deemed to  be a "control" person with respect to the Company, I may be
required to  comply with  Rule 144 under the Securities Act of 1933 or
it may  be necessary  for the Company to take certain steps under that
Act in connection with any proposed sale by me.

   In addition,  if I  am a  person required  to  file  reports  under
Section 16  of the Securities Exchange Act of 1934, I represent that I
will review  my personal transaction records to assure that I have had
no non-exempt acquisition(s) for the preceding six (6) months prior to
any sale of the shares I receive upon this exercise and I will refrain
from making  any non-exempt acquisition(s) of Company Common Stock for
at least six (6) months subsequent to any such sale.
[IF ANY  TERM, OR THE LAWS, RULES AND REGULATIONS REFERENCED ABOVE ARE
NOT CLEAR  TO  YOU,  OR  IF  YOU  ARE  UNSURE  OF  WHETHER  NON-PUBLIC
INFORMATION YOU MAY HAVE IS MATERIAL, PLEASE CONSULT THE OFFICE OF THE
GENERAL COUNSEL BEFORE SUBMITTING THIS FORM OR DISPOSING OF THE SHARES
RECEIVED UPON SURRENDER.]          

                                 -1-
34

     ____________________________   ______________________________
                                    (Signature of the Optionee)
     ____________________________
        (Address of Optionee)      Date: ___________________

     Employee ID: _______________  Social Security Number: ___________

_____
1) The number of option shares purchased  under each option exercise
   must be 100 or a multiple of 100 unless the purchase includes all
   shares purchasable under such option.

2) Shares may be issued in the name of the optionee or in the names of
   the optionee and spouse as joint tenants with right of
   survivorship, but may not be issued in the name of a broker.

                             -2-
35                                                                      
                                                        EXHIBIT 4(i)
                         OPTION EXERCISE FORM
                                   
                Exercise Using Previously Owned Stock
                                   

   As the holder of an option to purchase shares of Common Stock
granted under the Company's Long-Term Incentive Plan, I hereby elect
to exercise the option, or portion thereof, as follows:

DATE OF       NUMBER OF       PURCHASE PRICE    # SHARES   TOTAL PURCHASE
GRANT         SHARES (1)      PER SHARE  ($)    SUBMITTED    PRICE ($)

      Shares of Grumman Common Stock totalling ____________shares (and
a check for $___________ covering the remaining purchase price of the
shares if necessry) are enclosed. The shares should be issued in the
following name(s)2:

    EXACT NAME OR NAMES                 CERTIFICATE(S)  ISSUED

                                                  _____ X ______
   1.  ____________________________  or
            (Optionee only)                       _____ X ______
   
   2.  ____________________________  &  __________________________
     (Optionee & Spouse as joint tenants with right of survivorship)

   I am  aware of  the restrictions  imposed by the securities laws of
the United  States and the rules and regulations of the Securities and
Exchange Commission, particularly those with respect to material, non-
public information,  and that those restrictions apply to my purchases
and sales  of Company  Stock, including the shares I will receive upon
this exercise.   I  realize that  if I have been advised that I may be
deemed to  be a "control" person with respect to the Company, I may be
required to  comply with  Rule 144 under the Securities Act of 1933 or
it may  be necessary  for the Company to take certain steps under that
Act in connection with any proposed sale by me.

   In addition,  if I  am a  person required  to  file  reports  under
Section 16  of the Securities Exchange Act of 1934, I represent that I
will review  my personal transaction records to assure that I have had
no non-exempt acquisition(s) for the preceding six (6) months prior to
any sale of the shares I receive upon this exercise and I will refrain
from making  any non-exempt acquisition(s) of Company Common Stock for
at least six (6) months subsequent to any such sale.
[IF ANY  TERM, OR THE LAWS, RULES AND REGULATIONS REFERENCED ABOVE ARE
NOT CLEAR  TO  YOU,  OR  IF  YOU  ARE  UNSURE  OF  WHETHER  NON-PUBLIC
INFORMATION YOU MAY HAVE IS MATERIAL, PLEASE CONSULT THE OFFICE OF THE
GENERAL COUNSEL BEFORE SUBMITTING THIS FORM OR DISPOSING OF THE SHARES
RECEIVED UPON SURRENDER.]          

                                 -1-
36

     ____________________________   ______________________________
                                    (Signature of the Optionee)
     ____________________________  
        (Address of Optionee)       Date: ___________________

     Employee ID: _______________  Social Security Number: ___________

_____                              
1) The number of option shares purchased  under each option exercise
   must be 100 or a multiple of 100 unless the purchase includes all
   shares purchasable under such option.

2) Shares may be issued in the name of the optionee or in the names of
   the optionee and spouse as joint tenants with right of
   survivorship, but may not be issued in the name of a broker.

                                 -2-
37
                          (Reverse Side of Form)

Please insert data on stock certificate below:

                                     
         SHARE CERTIFICATE(s) SUBMITTED TO EXERCISE STOCK OPTION:

                                                    EXERCISE
                                          PREVIOUS   PRICE
CERTIFICATE    CERTIFICATE   NUMBER OF     MARKET   (CLOSING
   DATE          NUMBER       SHARES       VALUE    (PRICE)      $ VALUE

                                    -3-
38
                                                     EXHIBIT 4(j)
                                   
                        OPTION SURRENDER FORM

   As the holder of an option to purchase shares of Common Stock
granted under the Company's Long-Term Incentive Plan, I hereby elect
to surrender the right to exercise the option, or portion thereof, as
follows:

       DATE OF          OPTION PRICE        NUMBER OF OPTION

     OPTION GRANT       PER SHARE ($)     SHARES  SURRENDERED (1)

 

 

 

   I understand that the Company will issue shares of its Common Stock
in settlement  of this  surrender.   The Company  will  determine  the
number of  shares to be issued by computing the difference between the
option price  of the  shares being  surrendered and  their Fair Market
Value determined  on the  date of  such surrender.   The settlement of
such difference  will be  in the  nearest whole  number of  shares  of
Common Stock  of  the  Company  that  could  be  purchased  with  such
difference at  Fair Market  Value.   The mean  between the highest and
lowest reported  selling prices of Grumman Corporation Common Stock on
the New York Stock Exchange Composite Transactions on the date of such
computation shall be the "Fair Market Value" for all purposes.  Please
issue the shares in the following name(s)2:

    EXACT NAME OR NAMES                     FEDERAL TAX:    28%  _____

                                                            36%  _____
   1.  ____________________________   or
             (Optionee only)
   
   2.                            &    ______________________________
    (Optionee & Spouse as joint tenants with right of survivorship)

   
   In executing  this Option Surrender Form, I recognize that I have a
responsibility to  the Company to refrain from surrendering options if
I reasonably  believe that  the Fair  Market Value as defined above is
greater than  it would otherwise be if material non-public information
of which I am aware were made public.
   I also  am aware of the restrictions imposed by the securities laws
of the  United States  and the rules and regulations of the Securities
and Exchange  Commission, particularly those with respect to material,
non-public information,  and  that  those  restrictions  apply  to  my
purchases and  sales of  Company Stock,  including the  shares I  will
receive upon  this surrender.   I  realize that if I have been advised
that I may be deemed to be a "control" person with respect to the

                                 -1-
39
Company, I  may  be  required  to  comply  with  Rule  144  under  the
Securities Act  of 1933 or it may be necessary for the Company to take
certain steps  under that  Act in connection with any proposed sale by
me.
   In addition,  if I  am a  person required  to  file  reports  under
Section 16  of the Securities Exchange Act of 1934, I represent that I
will review  my personal transaction records to assure that I have had
no non-exempt acquisition(s) for the preceding six (6) months prior to
any sale  of the  shares I  receive upon  this surrender  and  I  will
refrain from  making any  non-exempt acquisition(s)  of Company Common
Stock for at least six (6) months subsequent to any such sale.
[IF ANY  TERM, OR  THE LAWS,  RULES AND  REGULATIONS REFERENCED TO THE
ABOVE ARE  NOT CLEAR  TO YOU,   OR  IF YOU  ARE UNSURE OF WHETHER NON-
PUBLIC INFORMATION YOU MAY HAVE IS MATERIAL, PLEASE CONSULT THE OFFICE
OF THE GENERAL COUNSEL BEFORE SUBMITTING THIS FORM OR DISPOSING OF THE
SHARES RECEIVED UPON SURRENDER.]   

     ____________________________   ______________________________
                                    ( Signature of the Optionee)
     ____________________________
        (Address of Optionee)      Date: ___________________

     Employee ID: _______________  Social Security Number: ___________
_____                              
1) The number of option shares being surrendered must be large enough
   to result in payment thereof of 100 or more shares of Common Stock,
   unless all shares exerciseable under the option are surrendered.
2) Shares may be issued in the name of the optionee or in the names of
   the optionee and spouse as joint tenants with right of
   survivorship, but may not be issued in the name of a broker.

                             -2-
40                                     
                                                      EXHIBIT 23 (a)

                CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

    As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8,
relating to 1,750,000 shares of Grumman Corporation Common Stock to be
covered by awards under the Grumman Corporation Long-Term Incentive Plan,
of our reports dated January 20, 1994 on the consolidated financial
statements and related supplemental schedules of Grumman Corporation and
subsidiaries included in, or incorporated by reference in, Grumman
Corporation's previously filed Annual Report on Form 10-K for the year
ended December 31, 1993, and to all references to our Firm included in
this Registration Statement.

                                       /s/ Arthur Andersen & Co.

                                       ARTHUR ANDERSEN & CO.

New York, N.Y.
March 23, 1994
41
                                       EXHIBITS 5 and 23(b)

Grumman Corporation
Bethpage, New York 11714-3580          T.L. Genovese
                                       Vice President - General Counsel

                                       March 25, 1994

Grumman Corporation
1111 Stewart Avenue
Bethpage, New York 11714

Gentlemen:

    As Vice President and General Counsel of Grumman Corporation, a New
York corporation ("Grumman"), I have reviewed the pertinent documents with
respect to the 1,750,000 shares of Grumman Common Stock, par value $1.00
per share, which may be delivered in respect of (i) performance share
awards granted by Grumman under the Grumman Corporation Long-Term
Incentive Plan (the "Plan"); (ii) the exercise or surrender of stock
options granted by Grumman under the Plan; and (iii)  restricted stock
awards granted by Grumman under the Plan.

    I wish to advise you that in my opinion:

    1.  Grumman is a corporation duly organized and existing under the
laws of the State of New York.

    2.  The Plan has been validly adopted by all necessary corporate
action on the part of the Board of Directors of Grumman and the
stockholders of Grumman.

    3.  Upon the determination and delivery of each performance share
award to be granted pursuant to and in accordance with the Plan in the
manner provided in each such grant, Grumman will be obligated to, and may
lawfully transfer and deliver to the holder of such award the shares of
Grumman Common Stock as specified in each such grant, and the shares so
transferred and delivered will be legally issued, fully paid and
nonassessable.

    4.  Upon the exercise of each stock option to be granted pursuant to
and in accordance with the Plan in the manner provided in each such grant
(including payment to Grumman of the exercise price, not less than the
aggregate par value of the Common Stock, as therein specified), Grumman
will be obligated to, and may lawfully transfer and deliver to the option
holder the shares of Grumman Common Stock as specified in each such grant,
and the shares so transferred and delivered will be legally issued, fully
paid and nonassessable.  Shares of Grummnan Common Stock issued upon the
surrender of the right to exercise an option or some portion thereof
pursuant to and in accordance with the Plan will be legally issued, fully
paid and nonassessable.

                                   -1-
42
    5.  Upon the granting of each restricted stock award to be granted
pursuant to and in accordance with the Plan in the manner provided in each
such grant, Grumman will be obligated to, and may lawfully transfer and
deliver to the holder of such award the shares of Grumman Common Stock as
specified in each such grant, and the shares so transferred and delivered
will be legally issued, fully paid and nonassessable.

    I hereby consent to the filing by Grumman of this opinion with
the Securities and Exchange Commission as an Exhibit to the Registration
Statement on Form S-8 relating to the 1,750,000 shares of Common Stock
that may be delivered pursuant to the Plan, and to the statements made in
reference to me under the caption "Interest of Counsel - Legal Opinion" in
the Registration Statement.

                                       Very truly yours,

                                       /s/ T.L. Genovese

                                       T. L. GENOVESE
                                       Vice President and
                                       General Counsel

                                   -2-
43
                                                           EXHIBIT 24

                           GRUMMAN CORPORATION

                            POWER OF ATTORNEY

    WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.

    NOW, THEREFORE, the undersigned, Grumman Corporation hereby appoints
Steven Dely, Thomas L. Genovese and John H. Mullan, and each of them
severally, its true and lawful attorneys or attorney with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in its name, place, and stead, said
Registration Statement and any and all amendments and subsequent post-
effective amendments thereto and all instruments necessary or incidental
in connection therewith, and to file the same with the Securities and
Exchange Commission.  Each of said attorneys shall have full power and
authority to go and perform in the name and on behalf of Grumman
Corporation, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises.  The undersigned hereby ratifies and
approves the acts of said attorneys and each of them.

    IN WITNESS WHEREOF, Grumman Corporation has executed this instrument
this 17th day of March, 1994.

                                       GRUMMAN CORPORATION

                                       By /s/ Renso L. Caporali
                                       Renso L. Caporali
                                       Chairman of the Board,
                                       Chief Executive Officer and
                                       Director

ATTEST:

/s/ Stephanie Josiah
Assistant Secretary

(Corporate Seal)

                                   -1-
44
                           GRUMMAN CORPORATION

                            POWER OF ATTORNEY

    WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.

    NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.  Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person.  The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.

    IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.

                                       /s/ Renso L. Caporali
                                       Renso L. Caporali
                                       Chairman of the Board,
                                       Chief Executive Officer,
                                       and Director

                                   -2-
45
                           GRUMMAN CORPORATION

                            POWER OF ATTORNEY

    WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.

    NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.  Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person.  The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.

    IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.

                                       /s/ Robert J. Myers
                                       Robert J. Myers
                                       President,
                                       Chief Operating Officer,
                                       and Director

                                   -3-
46
                           GRUMMAN CORPORATION

                            POWER OF ATTORNEY

    WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.

    NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.  Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person.  The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.

    IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.

                                       /s/ J. Robert Anderson
                                       J. Robert Anderson
                                       Vice Chairman,
                                       Chief Financial Officer,
                                       and Director

                                   -4-
47
                           GRUMMAN CORPORATION

                            POWER OF ATTORNEY

    WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.

    NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.  Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person.  The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.

    IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.

                                       /s/ Nat P. Busi
                                       Nat P. Busi
                                       Vice President,
                                       Controller,
                                       and Principal Accounting Officer

                                   -5-
48
                           GRUMMAN CORPORATION

                            POWER OF ATTORNEY

    WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.

    NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.  Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person.  The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.

    IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.

                                       /s/ K. S. Axelson 
                                       Kenneth S. Axelson
                                       Director

                                   -6-
49
                           GRUMMAN CORPORATION

                            POWER OF ATTORNEY

    WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.

    NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.  Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person.  The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.

    IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.

                                       /s/ Lucy Wilson Benson
                                       Lucy Wilson Benson
                                       Director

                                   -7-
50
                           GRUMMAN CORPORATION

                            POWER OF ATTORNEY

    WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.

    NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.  Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person.  The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.

    IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.

                                       /s/ Richard Dulude
                                       Richard Dulude
                                       Director

                                   -8-
51
                           GRUMMAN CORPORATION

                            POWER OF ATTORNEY

    WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.

    NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.  Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person.  The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.

    IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.

                                       /s/ Victor H. Li
                                       Victor Hao Li
                                       Director

                                     
                                   -9-
52
                           GRUMMAN CORPORATION

                            POWER OF ATTORNEY

    WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.

    NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.  Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person.  The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.

    IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.

                                       /s/ Charles Marshall
                                       Charles Marshall
                                       Director

                                   -10-
53
                           GRUMMAN CORPORATION

                            POWER OF ATTORNEY

    WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.

    NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.  Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person.  The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.

    IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.

                                       /s/ John T. Sargent
                                       John T. Sargent
                                       Director

                                   -11-
54
                           GRUMMAN CORPORATION

                            POWER OF ATTORNEY

    WHEREAS, Grumman Corporation (the "Company") intends to file with the
Securities and Exchange Commission, under the Securities Act of 1933, its
Registration Statement on Form S-8, in connection with 1,750,000 shares of
Common Stock, par value $l per share, of the Company to be issued in
connection with the granting of awards under the Company's Long-Term
Incentive Plan.

    NOW, THEREFORE, the undersigned, in his capacity as a director or
officer, or both, of Grumman Corporation, hereby appoints Steven Dely,
Thomas L. Genovese and John H. Mullan, and each of them severally, his
true and lawful attorneys or attorney with power to act with or without
the others and with full power of substitution and resubstitution, to
execute in his name, place, and stead, in his capacity as a director,
officer, or both, of Grumman Corporation, said Registration Statement and
any and all amendments and subsequent post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and
to file the same with the Securities and Exchange Commission.  Each of
said attorneys shall have full power and authority to go and perform in
the name and on behalf of the undersigned, in any and all capacities,
every act whatsoever necessary or desirable to be done in the premises, as
fully to all intents and purposes as the undersigned might or could do in
person.  The undersigned hereby ratifies and approves the acts of said
attorneys and each of them.

    IN WITNESS WHEREOF, the undersigned has executed this instrument this
17th day of March, 1994.

                                       /s/ Eddie N. Williams
                                       Eddie N. Williams
                                       Director

                                   -12-
55
                             GRUMMAN CORPORATION

                               CERTIFICATE

    I, STEPHANIE JOSIAH, Assistant Secretary of GRUMMAN CORPORATION, do
hereby certify that the following resolutions were adopted by the Board of
Directors of this Corporation on March 17, 1994, and that said resolutions
have not been revoked, modified or superseded, and remain in full force
and effect:

         RESOLVED, that 1,750,000 shares of Common Stock, par value $1 per
    share, of the Corporation are reserved for issuance in furtherance of
    the Long-Term Incentive Plan (the "Plan"); and further

         RESOLVED, that the proper officers of the Corporation are
    authorized to issue shares of Common Stock, par value $1 per share, of
    this Corporation reserved for issuance pursuant to the preceding
    resolution, in any or all of the following circumstances:

         (a)  upon the exercise of any stock option or incentive stock
    option granted pursuant to the Plan, in the manner and upon the terms,
    conditions and provisions set forth in such stock option or incentive
    stock option, for the applicable option price of such shares (which
    shall be not less than the par value thereof);

         (b)  upon the surrender of a right to exercise a stock option or
    an incentive stock option, or some portion thereof, pursuant to the
    Plan, in the manner and upon the terms, conditions and provisions
    governing such surrender;

         (c)  upon the granting of a restricted stock award or upon the
    determination and delivery of a performance share award, pursuant to
    the Plan, in the manner and upon the terms, conditions and provisions
    set forth in such award; or

         (d)  upon the granting, determination or delivery (as
    appropriate) of any other Common Stock-based award under the Plan,
    including dividend equivalents in the form of shares of Common Stock,
    unrestricted stock awards, or any other Common Stock-based awards
    granted under the Plan, in each case in the manner and upon the terms,
    conditions and provisions applicable to the subject award; and further

         RESOLVED, that upon such issuance such shares shall be fully paid
    and non-assessable shares of Common Stock of the Corporation; and
    further

         RESOLVED, that the authority heretofore conferred upon The Bank
    of New York, as Transfer Agent and as Registrar, with respect to the
    Common Stock of the Corporation is extended to the issuance,
    registration, and transfer of stock certificates representing up to,
    but not more than, 1,750,000 shares of Common Stock, par value $1 per
    share, which may become issuable in furtherance of the Plan, provided
    
                                     -13-
56
    that stock certificates representing shares so issued shall be issued
    only against specific written instructions given to said Transfer
    Agent or Registrar by the Corporation; and further

         RESOLVED, that the officers of the Corporation are authorized to
    cause the Corporation to file a Registration Statement on Form S-8 and
    any amendments and post-effective amendments thereto with the
    Securities and Exchange Commission for the registration of such shares
    under the Securities Act of 1933, as amended, and to cause such to
    become effective; and further

         RESOLVED, that the Chairman, President, the Chief Financial
    Officer and the Treasurer of the Corporation are, and each of them is,
    authorized to execute a power of attorney in the name, and on behalf,
    of the Corporation in favor of Steven Dely, Thomas L. Genovese and
    John H. Mullan, and any of them (with power of substitution in each),
    empowering such attorneys-in-fact to do all acts and things and to
    execute any and all instruments on behalf of the Corporation,
    including the Registration Statement on Form S-8 and any amendments
    and post-effective amendments thereto, which said attorneys or any of
    them may deem necessary or advisable to enable the Corporation to
    comply with the Securities Act of 1933, as amended, and any rules,
    regulations, and requirements of the Securities and Exchange
    Commission in respect thereof, in connection with the registration
    under said Act of 1,750,000 shares of Common Stock, par value $1 per
    share, of the Corporation to be issued from time to time in
    furtherance of the Plan; and further

         RESOLVED, that the Board does authorize the execution by the
    directors and officers of the Corporation or any of them of a power of
    attorney in favor of Steven Dely, Thomas L. Genovese and John H.
    Mullan and any of them (with power of substitution in each),
    empowering such attorneys-in-fact or any of them do all acts and
    things and to execute any and all instruments on behalf of such
    directors and officers, including the Registration Statement on Form
    S-8 and all amendments and post-effective amendments thereto, which
    such attorneys or any of them may deem necessary or advisable to
    enable the Corporation to comply with the Securities Act of 1933, as
    amended, and any rules, regulations, and requirements of the
    Securities and Exchange Commission in respect thereof, in connection
    with the registration under said Act of 1,750,000 shares of Common
    Stock, par value $1 per share, of the Corporation issuable from time
    to time in furtherance of the Plan; and further

         RESOLVED, that the Chairman of the Board, the President, the
    Chief Financial Officer and the Treasurer, and the Secretary of the
    Corporation are, and each of them is, authorized and directed to cause
    the Corporation to apply to the New York Stock Exchange for the
    listing, upon official notice of issuance thereof, of the 1,750,000
    shares of its Common Stock, par value $1 per share, which are reserved
    for issuance pursuant to the resolution above in furtherance of the
    Plan; to execute in the name, and on behalf, of the Corporation and
    file with the New York Stock Exchange an appropriate listing
    application and all such agreements and documents as any of them may
    consider necessary or desirable to secure such listing; to make any
    changes in any such listing application, agreement, or document
    
                                     -14-
57
    as may be required to satisfy the requirements of such Exchange; and
    to appear on behalf of the Corporation before such Exchange; and
    further

         RESOLVED, that the proper officers of the Corporation and its
    counsel are, and each of them is, authorized to do any and all acts
    and things; to execute and deliver all such instruments, documents,
    and certificates, in the name, and on behalf, of the Corporation and
    under its corporate seal or otherwise; and to pay all such fees and
    expenses, as in their judgment shall be necessary, proper, or
    advisable in order fully to carry out the intent and accomplish the
    purposes of the foregoing resolutions and each of them.

    IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal
of GRUMMAN CORPORATION this 25th day of March, 1994.

(Corporate Seal)                       /s/ Stephanie Josiah
                                       Stephanie Josiah,
                                       Assistant Secretary

                                   -15-