SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                             FORM 11-K

Annual Report Pursuant to Section 15(d)
of the Securities Exchange Act of 1934

[x]      Annual Report pursuant to Section 15(d) of the Securities
         Exchange Act of 1934 (Fee Required)

For the fiscal year ended December 31, 1994

                                  OR

[ ]      Transition Report pursuant to Section 15(d) of the
         Securities Exchange Act of 1934 (No Fee Required)

For transition period from ____________ to _____________

Commission file number: 1-3229

    A.   Full title of the plan and address of the plan if
         different from that of the issuer named below:

NORTHROP GRUMMAN SAVINGS AND INVESTMENT PLAN

    B.   Name of issuer of the securities held pursuant to the
         plan and the address of its principal executive office:

                        NORTHROP GRUMMAN CORPORATION
                          1840 Century Park East 
                        Los Angeles, California  90067


<PAGE>

                               SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of
1934, the Administrative Committee of the Northrop Grumman Savings
and Investment Plan has duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.

              NORTHROP GRUMMAN SAVINGS AND INVESTMENT PLAN

              By:  Administrative Committee

              By: /s/___________________________________

              Printed Name: Rose Mary Abelson

              Title: Member of Administrative Committee

Dated: ________________________________________

                          APPENDIX

           Material Omitted from Electronic Filing

    In accordance with General Instruction E of Form 11-K, the
plan's financial statements and schedules prepared in accordance
with the financial reporting requirements of ERISA have been
omitted from this Form 11-K and filed in paper under cover of Form
SE.