<PAGE>
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 1996
                                              REGISTRATION NO. 33-
                                                                  --------------
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ________________________

                          NORTHROP GRUMMAN CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
 
              DELAWARE                                    95-1055798
(STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER 
INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NUMBER)
 
    1840 CENTURY PARK EAST, LOS ANGELES, CALIFORNIA  90067  (310) 553-6262
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                          ____________________________

     NORTHROP GRUMMAN ELECTRONIC SENSORS & SYSTEMS DIVISION SAVINGS PROGRAM

                       NORTHROP GRUMMAN PEI SAVINGS PLAN
                          ____________________________

                               RICHARD R. MOLLEUR
                  Corporate Vice President and General Counsel
                          NORTHROP GRUMMAN CORPORATION
                             1840 CENTURY PARK EAST
                         LOS ANGELES, CALIFORNIA  90067
                                 (310) 553-6262
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                        OF AGENT FOR SERVICE OF PROCESS)
                                      ____

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===============================================================================================================================
                                                                                                 Proposed
                                                                          Proposed Maximum       Maximum          Amount of
                                                       Amount to be       Offering Price Per     Aggregate       Registration
Title of Each Class of Securities to be Registered     Registered(1)        Security(2)       Offering Price(2)     Fee(3)
- ------------------------------------------------------------------------------------------------------------------------------ 
<S>                                                    <C>                <C>                 <C>                 <C> 
   Common Stock, $1.00 par value per share(4)            3,500,000(5)        $ 59.9375          $ 209,781,250       $ 72,339    
===============================================================================================================================
</TABLE>

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

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

(3)  The registration fee has been calculated pursuant to Rule 457(h) based on
     the average of the high and low prices of the Northrop Grumman Corporation
     Common Stock quoted on the New York Stock Exchange on May 13, 1996 of
     $59.9375 per share. 

(4)  Includes rights ("Rights") issuable pursuant to that certain Common Stock
     Purchase Rights Plan dated September 21, 1988, which Rights are related to
     shares of Common Stock in the ratio of one Right to one share.

(5)  Of this number, 3,495,000 shares are being registered for issuance to
     participants in the Northrop Grumman Electronic Sensors & Systems Division
     Savings Program and 5,000 are being registered for issuance to participants
     in the Northrop Grumman PEI Savings Plan.
<PAGE>
 
                                     PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUSES

 ITEM 1.  PLAN INFORMATION*

 ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

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

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

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

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
 ended December 31, 1995.

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

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

          (d)  The description of the Company's Common Stock Purchase Rights
 which is contained in the Company's registration statement on Form 8-A dated
 September 22, 1988, including any amendment or report filed for the purpose of
 updating such description.

          All documents subsequently filed by the Company pursuant to Sections
 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
 effective amendment which indicates that all securities offered have been sold
 or which deregisters all securities then remaining unsold, shall be deemed to
 be incorporated by reference in this registration statement and to be a part
 hereof from the date of filing of such documents.  Copies of these documents
 will not be filed with this registration statement.  Any statement contained
 herein or in a document incorporated or deemed to be incorporated by reference
 herein shall be deemed to be modified or superseded for purposes of this
 registration statement to the extent that such statement is modified or
 superseded by a subsequently filed document which also is or is deemed to be
 incorporated by reference herein.  Any such statement so modified or superseded
 shall not be deemed to constitute a part of this registration statement except
 as so modified or superseded.

 ITEM 4.  DESCRIPTION OF SECURITIES.

               Not applicable.

 ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.
<PAGE>
 
 ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

          Section 145 of the Delaware General Corporation Law provides:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          Indemnification Agreements:

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

          Insurance:

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

 ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

 ITEM 8.       EXHIBITS.

               4.1  Northrop Grumman Electronic Sensors & Systems Division
                    Savings Program.

               4.2  Northrop Grumman PEI Savings Plan.

               4.3  Certificate of Incorporation of the Registrant as amended
                    (incorporated by reference to Registration Statement on Form
                    S-3, Registration No. 33-55143).

               4.4  Amended and Restated Bylaws of the Registrant (incorporated
                    by reference to Registration Statement on Form S-3,
                    Registration No. 33-55143).

               4.5  Common Stock Purchase Rights Plan (incorporated by reference
                    to Form 8-A filed September 22, 1988) amended on August 2,
                    1991 (incorporated by reference to Form 8 filed August 2,
                    1991) and amended on September 28, 1994 (incorporated by
                    reference to Form 8-A/A filed October 7, 1994).

               23.1  Independent Auditors' Consent.

               24.1  Power of Attorney.
<PAGE>
 
 ITEM 9.  UNDERTAKINGS.

          (a) The undersigned Registrant hereby undertakes:

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

                     (i) To include any prospectus required by Section 10(a)(3)
                of the Securities Act of 1933;

                     (ii) To reflect in the prospectus any facts or events
                arising after the effective date of the Registration Statement
                (or the most recent post-effective amendment thereof) which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in the Registration Statement; and

                     (iii)  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;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      if the information required to be included in a post-effective amendment
      by those paragraphs is contained in periodic reports filed by the
      Registrant pursuant to Section 13 or Section 15(d) of the Securities
      Exchange Act of 1934 that are incorporated by reference in the
      Registration Statement.

               (2) 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.

               (3) To remove from registration by means of a post-effective
      amendment any of the securities being registered which remain unsold at
      the termination of the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes
 of determining any liability under the Securities Act of 1933, each filing of
 the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
 the Securities Exchange Act of 1934 (and, where applicable, each filing of an
 employee benefit plan's annual report pursuant to Section 15(d) of the
 Securities Exchange Act of 1934) 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.

          (c) Insofar as indemnification for liabilities arising under the
 Securities Act of 1933 may be permitted to directors, officers and controlling
 persons of the Registrant pursuant to the foregoing provisions, or otherwise,
 the Registrant 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
 Registrant of expenses incurred or paid by a director, officer or controlling
 person of the Registrant in the successful defense of any action, suit or
 proceeding) is asserted by such director, officer or controlling person in
 connection with the securities being registered, the Registrant will, unless in
 the opinion of its counsel the matter has been settled by controlling
 precedent, submit to a court of appropriate jurisdiction the question whether
 such indemnification by it is against public policy as expressed in the Act and
 will be governed by the final adjudication of such issue.
<PAGE>
 
                                   SIGNATURES

           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 the City of Los Angeles, State of California, on this 16th
 day of May, 1996.

                                  NORTHROP GRUMMAN CORPORATION


                                  By: /s/ James C. Johnson*
                                      ---------------------------------------
                                      James C. Johnson
                                      Corporate Vice President and Secretary


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

<TABLE> 
<CAPTION> 
Signature                      Title                               Date
- ---------                      -----                               ----
<S>                        <C>                                     <C> 
 
- ------------------------
Kent Kresa*                Chairman of the Board, President and    May 15, 1996
                           Chief Executive Officer and Director
                           (Principal Executive Officer)
 

- ------------------------
Jack R. Borsting*          Director                                May 15, 1996
   



- ------------------------
John T. Chain, Jr.*        Director                                May 15, 1996
  
 


- ------------------------
Jack Edwards*              Director                                May 15, 1996
  
 


- ------------------------
Phillip Frost*             Director                                May 15, 1996
  
 

- ------------------------
Aulana L. Peters*          Director                                May 15, 1996

</TABLE> 
  
 
<PAGE>

<TABLE> 
<S>                        <C>                                     <C> 
 
- ------------------------
John E. Robson*            Director                                May 15, 1996

 

- ------------------------
Richard M. Rosenberg*      Director                                May 15, 1996
  
 

- ------------------------
Brent Scowcroft*           Director                                May 15, 1996
  


- ------------------------
John Brooks Slaughter*     Director                                May 15, 1996


                                                                     
- ------------------------ 
Wallace C. Solberg*        Director                                May 15, 1996

 


- ------------------------ 
Richard J. Stegemeier*     Director                                May 15, 1996


 
- ------------------------ 
Nelson F. Gibbs*           Corporate Vice President and            May 15, 1996
                           Controller (Principal
                           Accounting Officer and Acting
                           Principal Financial Officer)

By: /s/ James C. Johnson   
    --------------------
     James C. Johnson
     Attorney-in-Fact**

</TABLE> 

- ------------------------------------------------------------------------------- 
  **  By authority of Power of Attorney filed with this Registration Statement.
<PAGE>
 
                                 EXHIBIT INDEX

<TABLE> 
<CAPTION> 
Exhibit Number    Description
- --------------    -----------
<S>               <C> 
 4.1              Northrop Grumman Electronic Sensors & Systems Division 
                  Savings Program.

 4.2              Northrop Grumman PEI Savings Plan.

 4.3              Certificate of Incorporation of the Registrant as amended 
                  (incorporated by reference to Registration Statement on
                  Form S-3, Registration No. 33-55143).

 4.4              Amended and Restated Bylaws of the Registrant (incorporated 
                  by reference to Registration Statement on Form S-3,
                  Registration No. 33-55143).

 4.5              Common Stock Purchase Rights Plan (incorporated by reference
                  to Form 8-A filed September 22, 1988) amended on August 2, 
                  1991 (incorporated by reference to Form 8 filed August 2,
                  1991) and amended on September 28, 1994 (incorporated by 
                  reference to Form 8-A/A filed October 7, 1994).

23.1              Independent Auditors' Consent.

24.1              Power of Attorney.

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 34489}]
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 1996
                                              REGISTRATION NO. 33-
                                                                  --------------
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ________________________

                          NORTHROP GRUMMAN CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
 
              DELAWARE                                    95-1055798
(STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER 
INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NUMBER)
 
    1840 CENTURY PARK EAST, LOS ANGELES, CALIFORNIA  90067  (310) 553-6262
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                          ____________________________

     NORTHROP GRUMMAN ELECTRONIC SENSORS & SYSTEMS DIVISION SAVINGS PROGRAM

                       NORTHROP GRUMMAN PEI SAVINGS PLAN
                          ____________________________

                               RICHARD R. MOLLEUR
                  Corporate Vice President and General Counsel
                          NORTHROP GRUMMAN CORPORATION
                             1840 CENTURY PARK EAST
                         LOS ANGELES, CALIFORNIA  90067
                                 (310) 553-6262
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                        OF AGENT FOR SERVICE OF PROCESS)
                                      ____

                        CALCULATION OF REGISTRATION FEE
===============================================================================================================================
                                                                                                 Proposed
                                                                          Proposed Maximum       Maximum          Amount of
                                                       Amount to be       Offering Price Per     Aggregate       Registration
Title of Each Class of Securities to be Registered     Registered(1)        Security(2)       Offering Price(2)     Fee(3)
- ------------------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value per share(4)            3,500,000(5)        $ 59.9375          $ 209,781,250       $ 72,339    
===============================================================================================================================
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plans described herein.

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

(3)  The registration fee has been calculated pursuant to Rule 457(h) based on
     the average of the high and low prices of the Northrop Grumman Corporation
     Common Stock quoted on the New York Stock Exchange on May 13, 1996 of
     $59.9375 per share. 

(4)  Includes rights ("Rights") issuable pursuant to that certain Common Stock
     Purchase Rights Plan dated September 21, 1988, which Rights are related to
     shares of Common Stock in the ratio of one Right to one share.

(5)  Of this number, 3,495,000 shares are being registered for issuance to
     participants in the Northrop Grumman Electronic Sensors & Systems Division
     Savings Program and 5,000 are being registered for issuance to participants
     in the Northrop Grumman PEI Savings Plan.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUSES

 ITEM 1.  PLAN INFORMATION*

 ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

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

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

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

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
 ended December 31, 1995.

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

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

          (d)  The description of the Company's Common Stock Purchase Rights
 which is contained in the Company's registration statement on Form 8-A dated
 September 22, 1988, including any amendment or report filed for the purpose of
 updating such description.

          All documents subsequently filed by the Company pursuant to Sections
 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
 effective amendment which indicates that all securities offered have been sold
 or which deregisters all securities then remaining unsold, shall be deemed to
 be incorporated by reference in this registration statement and to be a part
 hereof from the date of filing of such documents.  Copies of these documents
 will not be filed with this registration statement.  Any statement contained
 herein or in a document incorporated or deemed to be incorporated by reference
 herein shall be deemed to be modified or superseded for purposes of this
 registration statement to the extent that such statement is modified or
 superseded by a subsequently filed document which also is or is deemed to be
 incorporated by reference herein.  Any such statement so modified or superseded
 shall not be deemed to constitute a part of this registration statement except
 as so modified or superseded.

 ITEM 4.  DESCRIPTION OF SECURITIES.

               Not applicable.

 ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

          Section 145 of the Delaware General Corporation Law provides:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          Indemnification Agreements:

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

          Insurance:

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

 ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

 ITEM 8.       EXHIBITS.

               4.1  Northrop Grumman Electronic Sensors & Systems Division
                    Savings Program.

               4.2  Northrop Grumman PEI Savings Plan.

               4.3  Certificate of Incorporation of the Registrant as amended
                    (incorporated by reference to Registration Statement on Form
                    S-3, Registration No. 33-55143).

               4.4  Amended and Restated Bylaws of the Registrant (incorporated
                    by reference to Registration Statement on Form S-3,
                    Registration No. 33-55143).

               4.5  Common Stock Purchase Rights Plan (incorporated by reference
                    to Form 8-A filed September 22, 1988) amended on August 2,
                    1991 (incorporated by reference to Form 8 filed August 2,
                    1991) and amended on September 28, 1994 (incorporated by
                    reference to Form 8-A/A filed October 7, 1994).

               23.1  Independent Auditors' Consent.

               24.1  Power of Attorney.
ITEM 9.  UNDERTAKINGS.

          (a) The undersigned Registrant hereby undertakes:

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

                     (i) To include any prospectus required by Section 10(a)(3)
                of the Securities Act of 1933;

                     (ii) To reflect in the prospectus any facts or events
                arising after the effective date of the Registration Statement
                (or the most recent post-effective amendment thereof) which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in the Registration Statement; and

                     (iii)  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;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      if the information required to be included in a post-effective amendment
      by those paragraphs is contained in periodic reports filed by the
      Registrant pursuant to Section 13 or Section 15(d) of the Securities
      Exchange Act of 1934 that are incorporated by reference in the
      Registration Statement.

               (2) 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.

               (3) To remove from registration by means of a post-effective
      amendment any of the securities being registered which remain unsold at
      the termination of the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes
 of determining any liability under the Securities Act of 1933, each filing of
 the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
 the Securities Exchange Act of 1934 (and, where applicable, each filing of an
 employee benefit plan's annual report pursuant to Section 15(d) of the
 Securities Exchange Act of 1934) 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.

          (c) Insofar as indemnification for liabilities arising under the
 Securities Act of 1933 may be permitted to directors, officers and controlling
 persons of the Registrant pursuant to the foregoing provisions, or otherwise,
 the Registrant 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
 Registrant of expenses incurred or paid by a director, officer or controlling
 person of the Registrant in the successful defense of any action, suit or
 proceeding) is asserted by such director, officer or controlling person in
 connection with the securities being registered, the Registrant will, unless in
 the opinion of its counsel the matter has been settled by controlling
 precedent, submit to a court of appropriate jurisdiction the question whether
 such indemnification by it is against public policy as expressed in the Act and
 will be governed by the final adjudication of such issue.
SIGNATURES

           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 the City of Los Angeles, State of California, on this 16th
 day of May, 1996.

                                  NORTHROP GRUMMAN CORPORATION

                                  By: /s/ James C. Johnson*
                                      ---------------------------------------
                                      James C. Johnson
                                      Corporate Vice President and Secretary

          Pursuant to the requirements of the Securities Act of 1933, this
 Registration Statement has been signed below by the following persons in the
 capacities and on the dates indicated.
Signature                      Title                               Date
- ---------                      -----                               ----
- ------------------------
Kent Kresa*                Chairman of the Board, President and    May 15, 1996
                           Chief Executive Officer and Director
                           (Principal Executive Officer)
 

- ------------------------
Jack R. Borsting*          Director                                May 15, 1996
   

- ------------------------
John T. Chain, Jr.*        Director                                May 15, 1996
  
 

- ------------------------
Jack Edwards*              Director                                May 15, 1996
  
 

- ------------------------
Phillip Frost*             Director                                May 15, 1996
  
 

- ------------------------
Aulana L. Peters*          Director                                May 15, 1996
- ------------------------
John E. Robson*            Director                                May 15, 1996

 

- ------------------------
Richard M. Rosenberg*      Director                                May 15, 1996
  
 

- ------------------------
Brent Scowcroft*           Director                                May 15, 1996
  

- ------------------------
John Brooks Slaughter*     Director                                May 15, 1996

                                                                     
- ------------------------ 
Wallace C. Solberg*        Director                                May 15, 1996

 

- ------------------------ 
Richard J. Stegemeier*     Director                                May 15, 1996

 
- ------------------------ 
Nelson F. Gibbs*           Corporate Vice President and            May 15, 1996
                           Controller (Principal
                           Accounting Officer and Acting
                           Principal Financial Officer)

By: /s/ James C. Johnson   
    --------------------
     James C. Johnson
     Attorney-in-Fact**
- ------------------------------------------------------------------------------- 
  **  By authority of Power of Attorney filed with this Registration Statement.
EXHIBIT INDEX
Exhibit Number    Description
- --------------    -----------
4.1              Northrop Grumman Electronic Sensors & Systems Division 
                  Savings Program.

 4.2              Northrop Grumman PEI Savings Plan.

 4.3              Certificate of Incorporation of the Registrant as amended 
                  (incorporated by reference to Registration Statement on
                  Form S-3, Registration No. 33-55143).

 4.4              Amended and Restated Bylaws of the Registrant (incorporated 
                  by reference to Registration Statement on Form S-3,
                  Registration No. 33-55143).

 4.5              Common Stock Purchase Rights Plan (incorporated by reference
                  to Form 8-A filed September 22, 1988) amended on August 2, 
                  1991 (incorporated by reference to Form 8 filed August 2,
                  1991) and amended on September 28, 1994 (incorporated by 
                  reference to Form 8-A/A filed October 7, 1994).

23.1              Independent Auditors' Consent.

24.1              Power of Attorney.