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1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Northrop Grumman Corp. Title of Class of Securities: Common Stock CUSIP Number: 666807102 Check the following [space] if a fee is being paid with this statement: ___. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on the following page(s)) Page 1 of 4 Pages 2 13G CUSIP No.: 666807102 Page 2 of 4 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vanguard Wellington Fund, Inc. 2. CHECK THE APPROPRIATE [LINE] IF A MEMBER OF A GROUP A. B. X ----------------- 3. SEC USE ONLY 4. CITIZENSHIP OF PLACE OF ORGANIZATION Maryland (For questions 5-8, report the number of shares beneficially owned by each reporting person with:) 5. SOLE VOTING POWER -0- 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 -0- 12. TYPE OF REPORTING PERSON IV 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- SCHEDULE 13G Under the Securities Act of 1934 ---------- Check the following [line] if a fee is being paid with this statement Item 1(a) - Name of Issuer: Northrop Grumman Corp. Item 1(b) - Address of Issuer's Principal Executive Offices: 1840 Century Park, East, Los Angles, CA 90067 Item 2(a) - Name of Person Filing: Vanguard Wellington Fund, Inc. Item 2(b) - Title of Class of Securities: Common Stock Item 2(e) - CUSIP Number 666807102 Item 3 - Type of Filing: This statement is being filed pursuant to Rule 13d-1. The person filing is an investment company registered under Section 8 of the Investment Company Act. Item 4 - Ownership: (a) Amount Beneficially Owned: -0- (b) Percent of Class: -0- Page 3 of 4 Pages 4 (c) Number of shares as to which such person has: (i) sole power to vote or direct to vote: -0- (ii) shared power to vote or direct to vote: -0- (iii) sole power to dispose of or to direct the disposition of: -0- (iv) shared power to dispose or to direct the disposition of: -0- Item 5 - Ownership of Five Percent or Less of a Class: The reporting person has ceased to be the beneficial owner of more than five percent of the class of securities (X). Item 6 - Ownership of More Than Five Percent on Behalf of Another Person: Not applicable Item 7 - Identification and Classification of the Subsidiary Which Acquired The Security Being Reported on by the Parent Holding Company: Not applicable Item 8 - Identification and Classification of Members of Group: Not applicable Item 9 - Notice of Dissolution of Group: Not applicable Item 10 - Certification: By signing below I certify than, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date 2-4-97 By /s/ Raymond J. Klapinsky ------------------ ------------------------- Raymond J. Klapinsky Page 4 of 4 Pages