SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                   FORM 10-K


(X)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  For the fiscal year ended December 31, 1998
                                       or
( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934


     For the period from                              Commission file number
             to                                               1-3229

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

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

       1840 Century Park East
       Los Angeles, California                                     90067
(Address of principal executive offices)                        (Zip Code)

       Registrant's telephone number, including area code (310) 553-6262
          Securities registered pursuant to Section 12(b) of the Act:

                                                        Name of each exchange
     Title of each class                                 on which registered
   Common Stock, $1 par value                          New York Stock Exchange
                                                       Pacific Stock Exchange

          Securities Registered pursuant to Section 12(g) of the Act:

                                     None
                                     ----

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

          Yes  x                                    No
              ---                                      ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not  contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

As of  March 10, 1999, 68,867,693 shares of Common Stock were outstanding, and
the aggregate market value of the Common Stock (based upon the closing price of
the stock on the New York Stock Exchange) of the Registrant held by
nonaffiliates was approximately $4,172 million.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the 1999 Annual Meeting of Stockholders.

Part III

<PAGE>


                                    PART I


Item 1.  Business

     Northrop Corporation was incorporated in Delaware in 1985.  Effective May
18, 1994, Northrop Corporation was renamed Northrop Grumman Corporation.
Northrop Grumman is an advanced technology company operating in the Integrated
Systems and Aerostructures (ISA), Electronic Sensors and Systems (ESS), and
Information Technology (Logicon) segments of the broadly defined aerospace
industry.  The ISA segment includes the design, development and manufacturing of
aircraft and aircraft subassemblies.  The ESS segment includes the design,
development, manufacturing and integration of electronic systems and components
for military and commercial use.  The Information Technology (Logicon) segment
includes the design, development, operation and support of computer systems for
scientific and management information.

     Additional information required by this Item is contained in Part II, Item
7 of this Annual Report on Form 10-K.

                                       1

<PAGE>


I
tem 2.  Properties

     The major locations, general status of the company's interest in the
property and identity of the industry segments that use the property described,
are indicated in the following table.

<TABLE>
<CAPTION>
          Location                                             Property Interest
          --------                                             -----------------
<S>                                                            <C>
      Albuquerque, New Mexico (3) (a)........................             Leased
      Annapolis, Maryland (2) (b) (e)........................              Owned
      Arlington, Virginia (2) (3) (4) (a) (c)................             Leased
      Auburn, Washington (1) (c).............................             Leased
      Baltimore, Maryland (2) (a) (c)........................             Leased
      Benton, Pennsylvania (2) (b)...........................             Leased
     *Bethpage, New York  (1) (2) (3) (4) (a)(b) (c) (d) (e).      Owned, Leased
      Bohemia, New York (3) (a)..............................              Owned
      Bremerton, Washington (2) (d)..........................             Leased
      Bridgeport, West Virginia (2) (a) (b)..................      Owned, Leased
      Burlington, Canada (2) (a) (b) (d).....................              Owned
      Calverton, New York (1) (a) (d) (e)....................              Owned
      Carson, California (1) (c).............................             Leased
      Chandler, Arizona (1) (b)..............................              Owned
      Chesapeake, Virginia (1) (3) (a).......................             Leased
      Cincinnati, Ohio (2) (b)...............................             Leased
      Clearfield, Utah (1) (c)...............................             Leased
      Cleveland, Ohio (2) (a) (b)............................              Owned
      College Station, Texas (2) (b).........................              Owned
      Colorado Springs, Colorado (3) (a).....................             Leased
      Compton, California (1) (b) (c) (e)....................      Owned, Leased
      Dahlgren, Virginia (3) (a).............................             Leased
      El Segundo, California (1) (a) (b) (c) (d) (e).........              Owned
      Elk Grove Village, Illinois (2) (c)....................             Leased
      Elkridge, Maryland (2) (c) (d).........................             Leased
      Fairfax, Virginia (3) (a)..............................             Leased
      Falls Church, Virginia (3) (a).........................             Leased
      Fort Tejon, California (1) (d).........................      Owned, Leased
      Glen Burnie, Maryland (2) (a)..........................              Owned
      Grand Prairie, Texas (1) (a) (b) (c) (d) (e)...........      Owned, Leased
      Hawthorne, California (1) (2) (4) (a) (b) (c) (d) (e)..      Owned, Leased
      Herndon, Virginia (3) (a) (c)..........................             Leased
     *Hicksville, New York (2) (a) (d) (e)...................      Owned, Leased
      Hunt Valley, Maryland (2) (a) (b) (e)..................      Owned, Leased
      Huntsville, Alabama (2) (3) (a) (b) (c) (e)............             Leased
      Jacksonville, Florida (2) (a) (c) (d) (e)..............             Leased
      Knoxville, Tennessee (2) (3) (a).......................             Leased
      Lake Charles, Louisiana (1) (a) (b) (e)................             Leased
      Lexington, South Carolina (2) (c)......................              Owned
      Linthicum, Maryland (2) (a) (b) (c) (e)................      Owned, Leased
      Los Angeles, California (2) (3) (4) (a)................             Leased
</TABLE>


                                       2

<PAGE>


<TABLE>
<CAPTION>
<S>                                                                 <C>
      Melbourne, Florida (1) (a) (b) (c) (e).................      Owned, Leased
      Melville, New York (2) (d).............................             Leased
      Middleton, Rhode Island (3) (a)........................      Owned, Leased
      Milledgeville, Georgia (1) (a) (b) (c) (d) (e).........      Owned, Leased
      New Town, North Dakota (1) (b) (c).....................      Owned, Leased
      Newport News, Virginia (3) (a).........................             Leased
      Northfields, United Kingdom (2) (a)....................             Leased
      Norwalk, Connecticut (2) (b)...........................             Leased
      Palmdale, California (1) (a) (b) (c) (d) (e)...........      Owned, Leased
      Perry, Georgia (1) (a) (b) (c) (e).....................             Leased
      Pico Rivera, California (1) (a) (b) (c) (d) (e)........      Owned, Leased
      Pittsburgh, Pennsylvania (2) (d).......................             Leased
      Point Mugu, California (1) (a) (b) (c).................      Owned, Leased
      Portsmouth, Rhode Island (4) (b).......................      Owned, Leased
      Reston, Virginia (3) (a)...............................             Leased
      Rolling Meadows, Illinois (2) (3) (a) (b) (c)..........      Owned, Leased
      San Diego, California (1) (3) (a) (b) (c)..............      Owned, Leased
      San Pedro, California (3) (a) (c)......................      Owned, Leased
      Santa Isabel, Puerto Rico (2) (b) (d)..................             Leased
      St. Augustine, Florida (1) (a) (b) (c) (d).............      Owned, Leased
      Stuart, Florida (1) (a) (b) (c)........................             Leased
      Sunnyvale, California (2) (3) (a) (b)..................      Owned, Leased
      Sykesville, Maryland (2) (b)...........................              Owned
      Tacoma, Washington (3) (a).............................             Leased
      Torrance, California (1) (b) (c) (a)...................      Owned, Leased
      Warner Robins, Georgia (2) (a) (c).....................      Owned, Leased
</TABLE>

__________

* Certain portions of the properties at each of these locations are leased or
  subleased to others.  The company believes that in the aggregate the property
  covered by such leases or subleased to others is not material compared to the
  property actually utilized by the company in its business.

                                       3

<PAGE>

Following each described property are numbers indicating the reporting segments
utilizing the property:

         (1) Integrated Systems and Aerostructures
         (2) Electronic Sensors and Systems
         (3) Information Technology
         (4) General Corporate Asset

Following each described property are letters indicating the types of facilities
located at each location:

         (a) office
         (b) manufacturing
         (c) warehouse
         (d) research and testing
         (e) other

     Government-owned facilities used or administered by the company consist of
8 million square feet at various locations across the United States.

     The company believes its properties are well-maintained and in good
operating condition.  Under present business conditions and the company's volume
of business, productive capacity is currently in excess of requirements.

                                       4

<PAGE>


Item 3.  Legal Proceedings

Walsh, et al. v. Northrop Grumman Corporation
- ---------------------------------------------

     In November 1994, a class action complaint was filed against Northrop
Grumman Corporation, Grumman Corporation, and four named individuals in the U.S.
District Court of the Eastern District of New York, Case No. CV94-5105 (Platt
C.J.).  A first amended complaint was filed on November 29, 1994 alleging that
Grumman Corporation's March 8 and April 4, 1994 Form 14D-9 filings with the
Securities and Exchange Commission incorporated a statement concerning the
Grumman Severance Plan which violated Sections 10(b) and 14(e) of the Securities
and Exchange Act of 1934, as amended (the "Act") and Rule 10b-5 of the Rules and
Regulations under the Act.  The complaint also contains a cause of action for
equitable estoppel based upon the same statement and plaintiffs' alleged
reliance thereon.  The complaint also alleges that the trustees of Grumman's
Employee Investment Plan ("EIP") violated their fiduciary obligations by voting
the EIP's shares in favor of the merger of Grumman Corporation and Northrop
Corporation (the "Acquisition") without consulting the class members.  The
complaint seeks an order enjoining the defendants from amending or discontinuing
the Grumman Severance Plan for a period of thirty (30) months from the date of
the Acquisition and an order mandating that defendants permit class members who
have accepted voluntary termination with severance pay to rescind their
elections.  On December 8, 1994, the court denied plaintiff's application for a
preliminary injunction but declined to dismiss the action.  On April 7, 1995,
the court granted plaintiff's motion to amend their complaint to add a claim for
damages based on post Acquisition changes to Grumman benefit plans.  In July
1995, the court certified a class of plaintiffs consisting of all employees who,
at the time of the tender offer, were Grumman employees, owned Grumman stock
either directly or beneficially through the EIP, and were injured as a result of
defendants' conduct.  The liability trial of this matter began in late 1997 and
concluded in 1998.  The parties reached a tentative settlement whereby, Northrop
Grumman will pay six million dollars into a settlement fund for distribution to
class members. Following a Fairness Hearing on February 26, 1999 at which the
District Court was asked to approve the settlement and to dismiss the case with
prejudice, the court took the matter under submission.

U.S. ex rel Jordan v. Northrop Grumman Corporation
- --------------------------------------------------

     In January 1998, the company was served with an amended complaint that was
filed by the government in the U.S. District Court for the Central District of
California.  The complaint alleges that the company violated the False Claims
Act by knowingly supplying BQM-74C aerial target drones that contained various
defective components between 1992 and 1995.  The government seeks to recover
unspecified damages under theories of fraud, payment by mistake, unjust
enrichment, breach of warranty and breach of contract.  The company intends to
vigorously defend this matter.

                                       5

<PAGE>

Zabielski and related cases
- ---------------------------

     In July and August 1998, three shareholder derivative lawsuits,
respectively encaptioned Zabielski v. Kent Kresa, et al., Harbor Finance
                         -----------------------------------------------
Partners v. Kent Kresa et al., and Clarren v. Kent Kresa, et al., were filed in
- ----------------------------------------------------------------
the Superior Court of California for the County of Los Angeles.  These lawsuits
each contain similar allegations that the directors of the company and certain
of its officers breached their fiduciary duties in connection with the
shareholder vote approving the proposed acquisition of the company by Lockheed
Martin Corporation, and that certain defendants engaged in stock trades in
violation of federal and state securities laws.  The lawsuits are purportedly
brought on the company's behalf and do not seek relief against the company.  The
defendants deny the allegations made in these actions and intend to defend the
actions vigorously.

Fanni and related cases
- -----------------------

     Five shareholder class action lawsuits, making similar allegations, were
filed in the United States District Court for the Central District of California
against the company, its directors, and certain of its officers.  Three of these
lawsuits, respectively encaptioned Fanni v. Northrop Grumman Corp., et al.,
                                   ----------------------------------------
Schnee v. Northrop Grumman Corp., et al., and Florida State Board of Admin. v.
- ----------------------------------------      --------------------------------
Northrop Grumman Corp., et al. allege that defendants issued misleading proxy
- ------------------------------
materials in connection with the proposed acquisition of the company by Lockheed
Martin Corporation, in violation of the federal securities laws.  Two of these
lawsuits, respectively encaptioned Burroughs v. Northrop Grumman Corp., et al.,
                                   -------------------------------------------
and Miller, et al. v. Northrop Grumman Corp., et al., allege that defendants
    ------------------------------------------------
disseminated misleading information in connection with the proposed acquisition,
in violation of the federal securities laws, thereby artificially inflating the
market price of the company's common stock.  The District Court consolidated
Fanni, Schnee and Florida State Board of Admin. into one action, and Burroughs
- -------------     -----------------------------                      ---------
and Miller into another action.  Plaintiffs served Amended Consolidated
    ------
Complaints and defendants have moved to dismiss the actions for failing to state
a claim upon which relief could be granted.  A decision on the motions is
expected in the second quarter of 1999.  The company and the individual
defendants deny the allegations made in these actions and intend to defend the
actions vigorously.

U.S. ex rel. McMorrough v. Northrop Grumman Corporation
- -------------------------------------------------------

     In October 1998, the United States, acting through the Department of
Justice, intervened in a portion of this civil action filed in the U.S. District
Court for the Western District of Louisiana.  The government intervened in the
portion of the complaint that alleges the company knowingly supplied improperly
heat-treated parts for Joint STARS aircraft in 1994 and 1995, in violation of
the False Claims Act.  The government seeks unspecified damages in connection
with the alleged violations.  The company intends to vigorously defend this
matter.

General
- -------

     The company, as a government contractor, is from time to time subject to
U.S. Government investigations relating to its operations.  Government
contractors that are found to have violated the False Claims Act, or are
indicted or convicted for violations of other Federal laws, or are considered
not to be responsible contractors may be suspended or debarred from government
contracting for some period of time.  Such convictions could also result in
fines.  Given the company's dependence on government contracting, suspension or
debarment could have a material adverse effect on the company.  The company is
involved in certain other legal proceedings arising in the ordinary course of
business, none of which the company's management believes will have a material
adverse effect on the company's financial condition.

                                       6

<PAGE>

Executive Officers of the Registrant

     The following individuals were the elected officers of the company as of
March 1999:

<TABLE>
<CAPTION>
                                                                                                Business Experience
Name                         Age                Office Held                Since                  Last Five Years
- -----------------------    -------  -----------------------------------  ---------   ---------------------------------------------
<S>                        <C>      <C>                                  <C>          <C>
Kent Kresa                      61  Chairman, President & CEO                 1990

Herbert W. Anderson             59  Corporate Vice President,                 1998  Corporate Vice President and General
                                    President and Chief Executive                   Manager, Data Systems & Services Division;
                                    Officer, Logicon, Inc.                          Prior to 1995, Vice President and Deputy
                                                                                    General Manager, Data Systems and Services
                                                                                    Division

Ralph D. Crosby, Jr.            51  Corporate Vice President and              1998  Corporate Vice President and General
                                    President, Integrated Systems and               Manager, Commercial Aircraft Division; Prior
                                    Aerostructures Sector                           to September 1996, Corporate Vice President
                                                                                    and Deputy General Manager, Commercial
                                                                                    Aircraft Division; Prior to March 1996,
                                                                                    Corporate Vice President and Deputy General
                                                                                    Manager, Military Aircraft Systems Division;
                                                                                    Prior to January 1996 Corporate Vice
                                                                                    President and General Manager, B-2 Division

Marvin Elkin                    62  Corporate Vice President and Chief        1998  Corporate Vice President and Chief Human
                                    Human Resources and Administrative              Resources, Communications and Administrative
                                    Officer                                         Officer; Prior to 1996 Corporate Vice
                                                                                    President and Chief Human Resources and
                                                                                    Administrative Officer

Nelson F. Gibbs                 61  Corporate Vice President and              1991
                                    Controller

Robert W. Helm                  47  Corporate Vice President,                 1994
                                    Government Relations

Richard R. Molleur              66  Corporate Vice President and              1991
                                    General Counsel

John A. Mullan                  56  Corporate Vice President and              1999  Acting Secretary; Prior to May 1998 Senior
                                    Secretary                                       Corporate Counsel; Prior to July 1995 East
                                                                                    Coast Litigation Attorney

Albert F. Myers                 53  Corporate Vice President and              1994
                                    Treasurer

James G. Roche                  59  Corporate Vice President and              1998  Corporate Vice President and General
                                    President, Electronic Sensors and               Manager, Electronic Sensors and Systems
                                    Systems Sector                                  Division; Prior to 1996, Corporate Vice
                                                                                    President and Chief Advanced Development,
                                                                                    Planning, and Public Affairs Officer

Richard B. Waugh, Jr.           55  Corporate Vice President and Chief        1993
                                    Financial Officer
</TABLE>


                                       7

<PAGE>


Item 4.  Submission of Matters to a Vote of Security Holders

         No information is required in response to this Item.



                                    PART II


Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

         The information required by this Item is contained in Part II, Item 8
of this Annual Report on Form 10-K.



Item 6.  Selected Financial Data

         The information required by this Item is contained in Part II, Item 7
of this Annual Report on Form 10-K.

                                       8

<PAGE>


Item 7.  Management's Discussion and Analysis of the Company's
         Financial Condition and Results of Operations


BUSINESS CONDITIONS

Northrop Grumman is one of the major companies that competes in both the defense
and commercial segments of the aerospace business.  While Northrop Grumman is
subject to the usual vagaries of the marketplace, it is also affected by the
unique characteristics of the aerospace industry and by certain elements
peculiar to its own business mix.  It is common in the aerospace industry for
work on major programs to be shared between a number of companies.  A company
competing to be a prime contractor can turn out to be a subcontractor.  It is
not uncommon to compete with customers, and simultaneously to be both a supplier
to and customer of a given competitor.  The nature of major aerospace programs,
conducted under binding contracts, allows companies that perform well to benefit
from a level of program continuity unknown in many industries.  While Northrop
Grumman conducts most of its business with the U.S. Government, principally the
Department of Defense, commercial sales still represent a significant portion of
total revenue.

     The collapse of communism and the subsequent reductions in the U.S. defense
budget have fundamentally altered the landscape of the global aerospace and
defense industry.  Since the early 1990's the aerospace industry has been going
through a consolidation process and, along with it, significant downsizing.
These actions, in which Northrop Grumman has participated, have made competition
even more intense than in the past.  Lockheed Martin Corporation, The Boeing
Company, and Raytheon Company are the largest companies in the aerospace
industry at this time.  Northrop Grumman competes against these and other
companies for a number of large and smaller programs.  Intense competition and
long operating cycles are both characteristics of the industry's -- and Northrop
Grumman's -- business.

     The current composition of Northrop Grumman resulted from a series of
strategic acquisitions by the former Northrop Corporation beginning in 1992,
when the company acquired a 49 percent interest in the Vought Aircraft Company,
a designer and builder of commercial and military aerostructures.  The remaining
51 percent interest in Vought Aircraft was purchased in August 1994.  In the
second quarter of 1994, the company purchased the outstanding common stock of
Grumman Corporation and the company was renamed Northrop Grumman Corporation.
In the first quarter of 1996, Northrop Grumman acquired the defense electronic
systems group (ESG) of Westinghouse Electric Corporation.  Effective August 1,
1997, the company consummated its merger with Logicon, Inc. (Logicon), a leading
defense information technology company.

     On July 3, 1997, the company announced that it had entered into a
definitive agreement with Lockheed Martin Corporation to combine the companies.
On February 26, 1998, shareholders of Northrop Grumman approved the merger.   On
March 23, 1998, the U.S. Government filed suit to block the merger.  On July 16,
1998, Lockheed Martin  notified the company that it was terminating its merger
agreement with the company pursuant to the terms of the agreement.

                                       9

<PAGE>

     The company recorded charges totaling $186 million in 1998 for costs
related to the terminated merger.  The charges cover vesting of restricted stock
which became issuable following shareholder approval of the merger and other
costs associated with the terminated merger, including investment banking fees,
legal and accounting fees, and costs related to responding to the Government's
request for information.

     Northrop Grumman's three reportable segments are its three operating units:
Integrated Systems and Aerostructures (ISA), Electronic Sensors and Systems
(ESS), and Information Technology (Logicon).

Integrated Systems and Aerostructures Segment

Air Combat Systems (ACS), Aerostructures, Airborne Early Warning and Electronics
Warfare (AEW/EW), and Airborne Ground Surveillance and Battle Management
(AGS/BM) are the four major business areas within the ISA segment.

     The B-2 bomber, for which the company is the prime contractor, is Northrop
Grumman's largest program and is reported in  the ACS business area.  The
company continues to perform modifications to Block 20 aircraft to bring them to
the fully operational Block 30 configuration.  The U.S. Air Force currently
plans to operate two B-2 bomber squadrons of eight aircraft each with an
additional five aircraft available to fill in for those in depot for periodic
maintenance.  The B-2 work is performed at the ISA segment's California
facilities in Palmdale and Pico Rivera.

     The company is the principal subcontractor to The Boeing Company on the
F/A-18 program, which is also reported in the ACS business area. The F/A-18 is a
fighter/ground-attack aircraft with configurations equipped for either one or
two crew members. Principally deployed by the U.S. Navy on aircraft carriers, it
also has been purchased by several other nations as a land-based combat
aircraft. The company builds approximately 40 percent of the aircraft including
the center and aft fuselage, vertical tails, and associated subsystems. Of the
versions of the F/A-18 currently in production, the C is a single-seat combat
aircraft that was first delivered to the U.S. Navy in 1987 and the D is a two-
seat version principally used for training. The F/A-18 single-seat E and two-
seat F are enhanced versions currently in the initial production phase and will
serve as the U.S. Navy's next-generation multimission aircraft. F/A-18 work is
performed at the company's facility in El Segundo, California.

     The company entered into a  contract in January 1997 to produce composite
structures for the Kistler Aerospace K-1 reusable space transport vehicle, which
is designed to place commercial satellites into low-earth orbit. The Kistler K-1
program is included in ACS.

     The company manufactures portions of the Boeing 737, 747, 757, 767 and 777
jetliners, the Gulfstream IV and V business jets, and the Boeing C-17 military
transport, which are included in the aerostructures business area.  Northrop
Grumman has been a principal airframe subcontractor for the Boeing 747 jetliner
since the program began in 1966, producing the fuselage and aft body section for
the 747 as well as cargo and passenger doors, the

                                       10

<PAGE>

vertical and horizontal body stabilizers, floor beams and other structural
components.  The majority of the Boeing jetliner work is performed at the ISA
segment's production sites in Hawthorne, California and Grand Prairie, Texas.

     Northrop Grumman manufactures engine nacelles for the Gulfstream IV and
other business jets and produces the integrated wings for Gulfstream's newest
business jet, the Gulfstream V.  The company also produces the empennage, engine
nacelles, and control surfaces for the C-17, the U.S. Air Force's most advanced
airlifter.

     Northrop Grumman is a major producer of airborne early warning and control
systems, including the  all-weather E-2C Hawkeye aircraft.  The E-2C, reported
in the AEW/EW business area, has been in active service with the U.S. Navy since
1973 and is employed by the air forces of five other nations.

     The company serves as prime contractor for the E-8 Joint Surveillance
Target Attack Radar System (Joint STARS), which is included in the AGS/BM
business area.  Joint STARS detects, locates, classifies, tracks and targets
potentially hostile ground movement in all weather conditions.  It is designed
to operate around the clock in constant communication through secure data links
with Air Force command posts, Army mobile ground stations or centers of military
analysis far from the point of conflict.  The Joint STARS platform is a
remanufactured Boeing 707-300 airframe.  The 707 is remanufactured at Northrop
Grumman's Lake Charles, Louisiana site.  Final installation of electronics and
testing are performed at the company's test facility in Melbourne, Florida.

Electronic Sensors and Systems Segment

The ESS segment comprises four business areas:  Aerospace Electronic Systems;
Command, Control, Communications, Intelligence and Naval Systems (C3I&N);
Defensive Electronic Systems; and several smaller business elements referred to
as "other".  The segment's primary expertise is the ability to conceive, design,
produce and support high performance sensors and intelligence systems operating
in all environments from underseas to outer space.

     Aerospace Electronic Systems is composed of two business elements:  combat
electronics systems and surveillance sensors.  Combat electronics is focused on
providing radar, electro-optic, and infrared-based avionics systems to meet the
needs for surveillance and strike missions for armed forces worldwide.  The
AN/APG-66/68 airborne fire control radar aboard F-16 fighters throughout the
world has set a new standard for performance and reliability over the last two
decades.  More than six thousand AN/APG-66/68 radars have been produced since
1976.  The basic radar, with multiple variants, is currently on 16 airborne
platforms deployed in 20 countries.  Northrop Grumman currently is leading a
team developing the next-generation air-superiority radar (AN/APG-77) featuring
a low observable, active aperture, electronically scanned array with multiple
target, all-weather capability for the F-22 aircraft.  Advanced radar concepts
for the next generation joint strike fighter have been developed and flown
aboard Northrop Grumman flight test aircraft.  These combat electronics systems
are produced at the company's Linthicum, Maryland facility.

                                       11

<PAGE>

     Northrop Grumman, teamed with Lockheed Martin, has designed and is
producing the Longbow fire control radar and the Longbow missile for the AH-64
Apache attack helicopter.  There is extensive international interest in the
Apache Longbow battlefield tactical weapon system.  Longbow fire control radar
work is performed at the ESS segment's Linthicum facility and the Longbow
missile work is performed in Huntsville, Alabama.  Additionally, Northrop
Grumman, as prime contractor to the U.S. Army, is developing a "brilliant" anti-
armor submunition (BAT).  BAT, a wide-area precision attack submunition
presently dispensed from manned aircraft or a missile, is designed to disable
and destroy armored vehicles, and is produced at the ESS facility in Hawthorne,
California.

     Surveillance sensors is focused on providing radio frequency and electro-
optical sensors for airborne and spaceborne surveillance and related ground-
based processing systems.  The Airborne Warning and Control System (AWACS) radar
(AN/APY-1, APY-2), integrated in the highly reliable Boeing 707 and 767 aircraft
is the surveillance system of choice for U.S. and allied forces worldwide.  The
E-8 Joint STARS is equipped with the Northrop Grumman AN/APY-3, which  is the
premier air-to-ground surveillance system providing long-range, standoff, real-
time surveillance of the battlefield.  An advanced Radar Technology Insertion
Program (RTIP) is currently under development.  With advanced, active aperture,
the RTIP will provide significant performance upgrades on Joint STARS for its
current mission and opens the way for incorporation of new missions.  The
surveillance sensors business element encompasses space, with subsegments of
military and civil/commercial space; and intelligence, surveillance,
reconnaissance ground-based processing systems.  Most of the surveillance sensor
work is performed at the facilities in Linthicum, Maryland, and Norwalk,
Connecticut.

     The Defensive Electronic Systems business area includes electronic
countermeasures equipment.  The company's Rolling Meadows, Illinois site
produces the AN/ALQ-135, an internally mounted radar jammer deployed on F-15
fighter aircraft as part of that aircraft's tactical electronic warfare system.
The AN/ALQ-162 Shadowbox,  a jammer built specifically to counter continuous
wave radars, has been installed on the AV-8B and certain foreign owned F/A-18
aircraft.  It also is being deployed on U.S. Army helicopters and special
mission aircraft and has been sold to the air forces of three other nations.
The company is also under contract to develop and produce a directional infrared
countermeasures (DIRCM) system for the United Kingdom and the U.S. Special
Operations Command.  It  is slated for use on British helicopters, transports,
and U.S. Special Operations Command C-130 transports to reduce vulnerability to
heat-seeking missiles.  DIRCM is designed to provide high-powered jamming to
counter more advanced seekers expected in the twenty-first century.  The
company's Linthicum, Maryland site produces the ALQ-165 airborne self-protection
jammer in a joint venture with ITT-Avionics.  The ALQ-165 is an internally
mounted system that protects tactical aircraft against numerous radar-guided
threats.  It currently is installed on selected F/A-18 and F-14 aircraft.

                                       12

<PAGE>

     The C3I&N business area produces air defense and air traffic control
radar systems for domestic and international customers. The three-dimensional
AN/TPS-70/75 radars and predecessor AN/TPS-43 are among the products in this
business area. They have been the U.S. Air Force air defense system standard
since 1968. These systems currently operate in more than 30 countries,
supporting air defense, air sovereignty, air traffic control and counter-
narcotics needs. The ASR-12, a solid-state, new generation derivative of the
company's ASR-9 terminal radar, is designed to detect and display aircraft and
weather simultaneously, helping air traffic controllers guide aircraft through
the crowded skies surrounding airports.

     C3I&N is also a leader in producing marine machinery and advanced
propulsion systems,  missile launchers, shipboard instrumentation and control
systems, mine countermeasures and underseas vehicles.  Every Nimitz-class
aircraft carrier is fitted with eight turbine generator sets.  Each shipset of
these powerful generators develops enough power to supply a city of 75,000
people.  The company produces these generators as well as the main propulsion
system for the U.S. Navy's Seawolf-class attack submarines at its Sunnyvale
site.

Information Technology (Logicon) Segment

The three major business areas reported in the Information Technology (Logicon)
segment are:  Government Information Technology, Technology Services, and
Commercial Information Technology.

     Logicon designs, develops, operates and supports computer systems for
scientific and management information.  Services provided include systems
integration, professional information technology services, information
conversion, and training for federal, state and local governments and private
industry.  Advanced technology systems and services to support national
security, civil and industrial needs are provided in the following areas:
command, control, communications and intelligence; information systems
development and support; mission planning and battle management; training and
simulation; and science and technology. The segment also provides military base
support functions and aircraft maintenance at a number of U.S. Government
facilities.  Contracts with the U.S. Government account for most of the
segment's revenues.

     In the following table of segment and major customer data, revenue from the
United States Government includes revenue from contracts on which Northrop
Grumman is the prime contractor as well as those on which the company is a
subcontractor and the ultimate customer is the U.S. Government.

                                       13

<PAGE>

RESULTS OF OPERATIONS BY SEGMENT AND MAJOR CUSTOMER

<TABLE>
<CAPTION>
Year ended December 31, $ in millions                     1998      1997      1996
<S>                                                     <C>       <C>       <C>
- ------------------------------------------------------------------------------------
Net Sales

Integrated Systems & Aerostructures
 United States Government                                $3,755    $3,932    $4,231
 The Boeing Company                                       1,075       883       569
 Other customers                                            263       452       290
 Intersegment sales                                           5        13        17
- ------------------------------------------------------------------------------------
                                                          5,098     5,280     5,107
- ------------------------------------------------------------------------------------
Electronic Sensors & Systems
 United States Government                                 2,014     2,394     2,165
 Other customers                                            708       490       447
 Intersegment sales                                         177       180       169
- ------------------------------------------------------------------------------------
                                                          2,899     3,064     2,781
- ------------------------------------------------------------------------------------
Information Technology (Logicon)
 United States Government                                   948       884       828
 Other customers                                            139       118        77
 Intersegment sales                                          20        20         5
- ------------------------------------------------------------------------------------
                                                          1,107     1,022       910
- ------------------------------------------------------------------------------------
Intersegment eliminations                                  (202)     (213)     (191)
- ------------------------------------------------------------------------------------
Total net sales                                          $8,902    $9,153    $8,607
====================================================================================
Operating Margin
 Integrated Systems & Aerostructures                     $  280    $  493    $  441
 Electronic Sensors & Systems                               218       248       230
 Information Technology (Logicon)                            60        67        31
- ------------------------------------------------------------------------------------
                                                            558       808       702
 Adjustments to reconcile to total operating margin:
 Corporate expenses                                         (58)      (30)      (18)
 Deferred state tax (provision)benefit                      (10)        8        (7)
 Mark-to-market restricted stock rights                               (39)      (13)
 Pension income                                             266       133        39
- ------------------------------------------------------------------------------------
 Total operating margin                                  $  756    $  880    $  703
====================================================================================
</TABLE>


                                       14

<PAGE>


<TABLE>
<CAPTION>
Year ended December 31, $ in millions      1998      1997      1996
<S>                                      <C>       <C>       <C>
- ---------------------------------------------------------------------
Contract Acquisitions
 Integrated Systems & Aerostructures      $ 3,896   $ 4,427   $ 5,357
 Electronic Sensors & Systems               2,388     2,983     4,761
 Information Technology (Logicon)           1,205       938       977
- ---------------------------------------------------------------------
 Total acquisitions                       $ 7,489   $ 8,348   $11,095
=====================================================================
Funded Order Backlog
 Integrated Systems & Aerostructures      $ 6,933   $ 8,130   $ 8,970
 Electronic Sensors & Systems               2,951     3,285     3,186
 Information Technology (Logicon)             565       447       511
- ---------------------------------------------------------------------
 Total backlog                            $10,449   $11,862   $12,667
=====================================================================
Assets
 Integrated Systems & Aerostructures      $ 3,797   $ 3,847   $ 3,869
 Electronic Sensors & Systems               3,913     3,990     4,071
 Information Technology (Logicon)             618       559       640
- ---------------------------------------------------------------------
 Segment assets                             8,328     8,396     8,580
 General corporate                          1,208     1,281     1,065
- ---------------------------------------------------------------------
 Total assets                             $ 9,536   $ 9,677   $ 9,645
=====================================================================
Capital Expenditures
 Integrated Systems & Aerostructures      $   110   $   125   $   104
 Electronic Sensors & Systems                  82        94        71
 Information Technology(Logicon)               19        17        22
 General corporate                                        2         1
- ---------------------------------------------------------------------
 Total expenditures                       $   211   $   238   $   198
=====================================================================
Depreciation and Amortization
 Integrated Systems & Aerostructures      $   142   $   173   $   160
 Electronic Sensors & Systems                 211       208       187
 Information Technology (Logicon)              38        35        26
 General corporate                              2         2         2
- ---------------------------------------------------------------------
 Total depreciation and amortization      $   393   $   418   $   375
=====================================================================
</TABLE>


                                       15

<PAGE>

     Individual companies prosper in the competitive aerospace/defense
environment according to their ability to develop and market their products.
They also must have the ability to provide the people, facilities, equipment and
financial capacity needed to deliver those products with maximum efficiency.  It
is necessary to maintain, as the company has, sources for raw materials,
fabricated parts, electronic components and major subassemblies.  In this
manufacturing and systems integration environment, effective oversight of
subcontractors and suppliers is as vital to success as managing internal
operations. Northrop Grumman's operating policies are designed to enhance these
capabilities. The company also believes that it maintains good relations with
its employees, approximately 13 percent of whom are covered by collective
bargaining agreements.

     U.S. Government programs in which Northrop Grumman either participates, or
strives to participate, must compete with other programs for consideration
during our nation's budget formulation and appropriation processes. Budget
decisions made in this environment will have long-term consequences for the size
and structure of Northrop Grumman and the entire defense industry.  An important
factor in determining Northrop Grumman's ability to compete successfully for
future contracts will be its cost structure vis-a-vis other bidders.

     Although the ultimate size of future defense budgets remains uncertain, the
defense needs of the nation are expected to provide substantial research and
development (R&D) funding and other business for the company to pursue well into
the future.

     Northrop Grumman has historically concentrated its efforts in such high
technology areas as stealth, airborne surveillance, battle management, precision
weapons and systems integration.  Even though a high priority has been assigned
by the Department of Defense to the company's major programs, there remains the
possibility that one or more of them may be reduced, extended or terminated.

     Northrop Grumman pursues new business opportunities when justified by
acceptable financial returns and technological risks.  The company examines
opportunities to acquire or invest in new businesses and technologies to
strengthen its traditional business areas.  Northrop Grumman continues to
capitalize on its technologies and skills by entering into joint ventures,
partnerships or associations with other companies.

     In the event of termination for the government's convenience, contractors
are normally protected by provisions covering reimbursement for costs incurred
subsequent to termination.  The company received a termination for convenience
notice on the Tri-Service Standoff Attack Missile (TSSAM) program in February
1995.  In December 1996, the company filed a lawsuit against the U.S. Government
in the U.S. Court of Federal Claims seeking the recovery of approximately $750
million for uncompensated performance costs, investments, and a reasonable
profit on the program. In prior years, the company had charged to operations in
excess of $600 million related to this program.  Northrop Grumman is unable to
predict whether it will realize some or all of its claims, none of which are
recorded on the balance sheet, from the U.S. Government on the TSSAM contract.

                                       16

<PAGE>

     Prime contracts with various agencies of the U.S. Government and
subcontracts with other prime contractors are subject to a profusion of
procurement regulations, including the International Traffic in Arms Regulations
promulgated under the Arms Export Control Act, with noncompliance found by any
one agency possibly resulting in fines, penalties, debarment or suspension from
receiving additional contracts with all agencies.  Given the company's
dependence on U.S. Government business, suspension or debarment could have a
material adverse effect on the company's future.  Moreover, these contracts may
be terminated at the U.S. Government's convenience as was done with the TSSAM
program.

     Federal, state and local laws relating to the protection of the environment
affect the company's manufacturing operations.  The company has provided for the
estimated cost to complete remediation where it is probable that the company
will incur such costs in the future, including those for which it has been named
a Potentially Responsible Party (PRP) by the Environmental Protection Agency or
similarly designated by other environmental agencies.  The company has been
designated a PRP under federal Superfund laws at 14 hazardous waste sites and
under state Superfund laws at five sites.  It is difficult to estimate the
timing and ultimate amount of environmental cleanup costs to be incurred in the
future due to the uncertainties regarding the extent of the required cleanup and
the status of the law, regulations and their interpretations.  Nonetheless, to
assess the potential impact on the company's financial statements, management
estimates the total reasonably possible remediation costs that could be incurred
by the company.  Such estimates take into consideration the professional
judgment of the company's environmental engineers and, when necessary,
consultation with outside environmental specialists.  In most instances, only a
range of reasonably possible costs can be estimated.  However, in the
determination of accruals, the most probable amount is used when determinable
and the minimum is used when no single amount is more probable.  The company
records accruals for environmental cleanup costs in the accounting period in
which the company's responsibility is established and the costs can be
reasonably estimated.  Management estimates that at December 31, 1998, the range
of reasonably possible future costs for environmental remediation, including
Superfund sites, is $44 million to $79 million, of which $57 million has been
accrued.  The amount accrued has not been offset by potential recoveries from
insurance carriers or other PRPs.  Should other PRPs not pay their allocable
share of remediation costs, the company may have to incur costs in addition to
those already estimated and accrued.  The company is making the necessary
investments to comply with environmental laws; the amounts, while not
insignificant, are not considered material to the company's financial position,
results of operations, or cash flows.

                                       17

<PAGE>

Year 2000 Issues

The company continues to implement its program to address the Year 2000 issue.
The program, which began in 1996, consists of the following four phases:
assessing, planning, remediating, and testing-validating.  The project
encompasses the entire company and all aspects of Year 2000 compliance including
software applications, mainframe environment, desktop equipment, networks,
telecommunications, department supported systems, facilities systems, and
embedded systems in product deliverables.  The company also is working with its
customers and suppliers to assess their Year 2000 readiness, reviewing contracts
for any potential Year 2000 liabilities, and developing remediation and
contingency plans where appropriate.

     All four phases were substantially completed by the end of 1998.
Activities scheduled to be completed in 1999 include low risk upgrades which
will be addressed by normal maintenance activities, equipment upgrades, and
various vendor supplied software upgrades that became available in late 1998 or
will become available in early 1999.

     The company has a formal planning, measurement and reporting process for
the Year 2000 project.  This process includes regular progress briefings to
senior management and to the audit committee of the Board of Directors.

     The company separately identifies the costs of Year 2000 remedial efforts
only for internal information services personnel, principally as a planning and
control tool.   The total costs of these efforts incurred during the years 1996
through 1999 are expected to be approximately $42 million, of which
approximately $35 million was expended through December 31, 1998.  Year 2000
costs are allowable costs under applicable government contracting regulations.
Accordingly, the portion of Year 2000 costs allocable to contracts is being so
charged as part of normal overhead pursuant to approved methods established for
this purpose.  Based on information available to date, management does not
anticipate that future expenditures for required modifications and conversions
will have a material adverse effect on the company's financial position, results
of operations, or cash flows.

                                       18

<PAGE>

     Northrop Grumman cannot predict the eventual outcome associated with the
innumerable possible situations that could result from whatever computer
failures might occur, internally or among its customers and suppliers, and the
impact that such failures might have on Northrop Grumman's ability to perform
its day to day operations.   If required modifications and conversions are not
made as planned, serious adverse impact to the operations of the company could
result.  In addition, Year 2000 problems could adversely affect the ability of
customers and critical suppliers to meet their contractual commitments to the
company.   Some of these developments, should they occur, could have a material
adverse impact on the financial position, results of operations, or cash flows
of Northrop Grumman.

     As stated above, most of the assessing, planning, remediating and testing-
validating phases were completed in 1998, with a minor number of activities
remaining to be addressed in 1999.  Contingency and resumption planning will be
required to address potential computer failures that either are 1) of greatest
risk for potential failure or 2) might impact mission critical systems.
Assessment of Year 2000 progress is a critical input to the development of
contingency plans.  The formulation of such plans commenced in the fourth
quarter of 1998 and will continue into 1999.

                                       19

<PAGE>

MEASURES OF VOLUME

Contract acquisitions tend to fluctuate from year to year and are determined by
the size and timing of new and add-on orders.  The effects of multiyear orders
and/or funding can be seen in the highs and lows shown in the following table.
The funded order backlog of ESG on the date the business was acquired is
reflected as acquisitions in the ESS segment in 1996.


<TABLE>
<CAPTION>

Contract Acquisitions

$ in millions                               1998      1997       1996
- ----------------------------------------------------------------------
<S>                                      <C>       <C>       <C>
Integrated Systems & Aerostructures
 ACS                                      $1,430    $1,607    $ 2,611
 Aerostructures                            1,453     1,425      1,243
 AEW/EW                                      679       728        718
 AGS/BM                                      434       761        882
 Intrasegment eliminations                   (95)      (81)       (80)
- ----------------------------------------------------------------------
                                           3,901     4,440      5,374
- ----------------------------------------------------------------------
Electronic Sensors & Systems
 Aerospace Electronic Systems              1,047     1,496      2,587
 C3I&N                                       907       964      1,530
 Defensive Electronic Systems                311       508        515
 Other                                       225       176        458
- ----------------------------------------------------------------------
                                           2,490     3,144      5,090
- ----------------------------------------------------------------------
Information Technology (Logicon)
 Government Information Technology           813       711        766
 Technology Services                         300       150        161
 Commercial Information Technology           113        97         55
- ----------------------------------------------------------------------
                                           1,226       958        982
- ----------------------------------------------------------------------
Intersegment eliminations                   (128)     (194)      (351)
- ----------------------------------------------------------------------
Total acquisitions                        $7,489    $8,348    $11,095
======================================================================
</TABLE>


                                       20

<PAGE>

     The ACS business area includes B-2 acquisitions in 1996 of $453 million for
the upgrade of test vehicle AV-1 to operational status, increasing the program
to 21 operational aircraft.  Incremental B-2 funding for ongoing development
work, spares and other customer support for the operational aircraft program was
received in each of the last three years.  The company still stands to gain
future post production business, such as airframe depot maintenance, repair of
components, operational software changes, and product improvement modifications.
In 1998 and 1997, the company received orders for 20 and 12 F/A-18E/F shipsets,
respectively.  Acquisitions in 1998 included orders for 6 F/A-18C/D shipsets.
In 1996 the company received orders for 62 F/A-18C/D shipsets and also received
long-lead funding for the first phase of the Low Rate Initial Production (LRIP)
of the F/A-18E/F along with continued funding of the engineering and
manufacturing development (EMD) phase of the program. The company received final
authorization to produce fifty 747 jetliner shipsets in each of the years 1998,
1997, and 1996.

     The company recorded orders for 27, 6 and 18 wing shipsets for the
Gulfstream V business jet in 1998, 1997 and 1996, respectively.  Northrop
Grumman is producing the Gulfstream V wings under a revenue-sharing agreement
with Gulfstream Aerospace (Gulfstream).  Northrop Grumman will recognize revenue
for its proportionate share of the revenue of each business jet when they are
delivered to the ultimate customer by Gulfstream.  Northrop Grumman  has
received 103 orders for the Gulfstream V through December 1998. The Gulfstream V
received aircraft certification in April 1997.  The company is using program
accounting for the Gulfstream V with an estimated 300 shipsets to be delivered
over a fourteen-year period.  Inventoried costs at December 31, 1998, include
$114 million of costs representing the excess of the production cost of
delivered units over the estimated average unit cost. All costs for the
development of the wings have been expensed as incurred.

     ESS acquisitions in 1998 were 21 percent lower than in 1997.  In the
Aerospace Electronic Systems business area, less funding was received in 1998
for the Longbow missile and for various AWACS radar contracts.  The decrease in
the Defensive Electronic Systems business area was primarily due to lower
international awards for electronic countermeasures equipment.

     Information Technology (Logicon) segment acquisitions increased by 28
percent in 1998 over 1997, reflecting higher volume in the Government
Information Technology and Commercial Information Technology business areas, as
well as the award of the Joint Base Operations Support Contract (J-BOSC) in the
Technology Services business area. Under this contract, which has a five-year
basic performance period,  the segment provides base operations support for
NASA's Kennedy Space Center and the U.S. Air Force's 45th Space Wing, which
includes Cape Canaveral Air Station and Patrick Air Force Base.

     Year-to-year sales vary less than contract acquisitions and reflect
performance under new and ongoing contracts.  The 1996 results of operations
include ESG since acquisition in March 1996.

                                       21

<PAGE>


<TABLE>
<CAPTION>
Net Sales

$ in millions                               1998      1997      1996
- ---------------------------------------------------------------------
<S>                                      <C>       <C>       <C>
Integrated Systems & Aerostructures
 ACS                                      $2,114    $2,446    $2,665
 Aerostructures                            1,583     1,545     1,094
 AEW/EW                                      780       739       807
 AGS/BM                                      716       631       621
 Intrasegment Eliminations                   (95)      (81)      (80)
- ---------------------------------------------------------------------
                                           5,098     5,280     5,107
- ---------------------------------------------------------------------
Electronic Sensors & Systems
 Aerospace Electronic Systems              1,265     1,240     1,134
 C3I&N                                       904       887       719
 Defensive Electronic Systems                544       656       656
 Other                                       186       281       272
- ---------------------------------------------------------------------
                                           2,899     3,064     2,781
- ---------------------------------------------------------------------
Information Technology (Logicon)
 Government Information Technology           787       770       696
 Technology Services                         213       156       156
 Commercial Information Technology           107        96        58
- ---------------------------------------------------------------------
                                           1,107     1,022       910
- ---------------------------------------------------------------------
Intersegment eliminations                   (202)     (213)     (191)
- ---------------------------------------------------------------------
Total sales                               $8,902    $9,153    $8,607
=====================================================================
</TABLE>


                                       22

<PAGE>

     The decreasing trend in ACS revenues is primarily attributable to the B-2
program, which decreased by $291 million in 1998 as compared to 1997, following
a $110 million decrease in 1997 as compared to 1996.  Current planning data
indicate that the level of overall B-2 revenue will decline slightly in 1999 as
compared to 1998, but will decline by approximately 50 percent in 2000, as
compared to 1998, when production is expected to be substantially completed.
Sales on the F/A-18 program were essentially unchanged in 1998 as compared to
1997.  Deliveries of the C/D version of the F/A-18 were 34 in 1998, 35 in 1997,
and 68 in 1996.  The company currently plans to deliver 17 F/A-18C/D shipsets in
1999.  In 1998 the company delivered the first seven shipsets under the F/A-
18E/F LRIP contract, which began in late 1996.  This contract is accounted for
under the cost-to-cost type of percentage-of-completion method, which results in
revenue being recorded as costs are incurred.  In 1999 the company plans to
deliver the last five shipsets under this contract and to deliver the first 12
shipsets under the production contract.  The production contract is accounted
for under the units-of-delivery method, which results in revenue being recorded
as deliveries are made.  Sales on the Kistler K-1 program are recorded on a cost
recovery basis as cash is received.  Such sales declined $10 million in 1998
from the $63 million recorded in 1997.  Work on this program was discontinued in
December 1998 due to difficulties encountered by Kistler Aerospace Corporation
in obtaining financing.  No operating margin is recorded on this program.

     The small increase in Aerostructures sales in 1998 over 1997 reflects a
$192 million increase in Boeing jetliner sales partially offset by a reduction
in other aerostructures revenue due to the sale in late 1997 of the company's
Grumman Allied Industries subsidiary. Deliveries of 747 shipsets were 56 in
1998, 46 in 1997, and 28 in 1996. Increased deliveries of all Boeing jetliner
shipsets in 1997 resulted in a 51 percent increase in revenue from these
programs over 1996. The company currently expects to deliver 32 747 shipsets in
1999.

     ESS segment sales declined 5 percent in 1998 as compared to 1997 due to
lower Defensive Electronic Systems volume as well as lower revenues on a number
of  programs included in the "other" business area.  Within the C3I&N business
area, increased airspace management sales more than offset lower marine sales.
In 1997, the ESS segment benefitted from inclusion of ESG for the full year as
compared to 10 months in 1996.

     Information Technology (Logicon) segment sales increased 8 percent in 1998
over 1997.  Most of the additional sales was generated in the Technology
Services business area, attributable in part to the commencement of work in the
fourth quarter of 1998 on the J-BOSC contract, which was won earlier in the
year.

     The year-end funded order backlog is the sum of the previous year-end
backlog plus the year's contract acquisitions minus the year's sales.  Backlog
is converted into the following years' sales as costs are incurred or deliveries
are made.  It is expected that approximately 56 percent of the 1998 year-end
backlog will be converted into sales in 1999.

                                       23

<PAGE>


<TABLE>
<CAPTION>
Funded Order Backlog

$ in millions                                1998       1997       1996
- ------------------------------------------------------------------------
<S>                                          <C>        <C>        <C>
Integrated Systems & Aerostructures
 ACS                                      $ 2,998    $ 3,682    $ 4,521
 Aerostructures                             2,034      2,164      2,284
 AEW/EW                                       991      1,092      1,103
 AGS/BM                                       910      1,192      1,062
- ------------------------------------------------------------------------
                                            6,933      8,130      8,970
- ------------------------------------------------------------------------
Electronic Sensors & Systems
 Aerospace Electronic Systems               1,491      1,709      1,453
 C3I&N                                        891        888        811
 Defensive Electronic Systems                 617        850        998
 Other                                        120         81        186
- ------------------------------------------------------------------------
                                            3,119      3,528      3,448
- ------------------------------------------------------------------------
Information Technology (Logicon)
 Government Information Technology            368        342        401
 Technology Services                          148         61         67
 Commercial Information Technology             50         44         43
- ------------------------------------------------------------------------
                                              566        447        511
- ------------------------------------------------------------------------
Intersegment Eliminations                    (169)      (243)      (262)
- ------------------------------------------------------------------------
Total backlog                             $10,449    $11,862    $12,667
========================================================================
</TABLE>


     Total U.S. Government orders, including those made on behalf of foreign
governments (FMS), comprised 73 percent of the backlog at the end of 1998
compared with 72 percent at the end of 1997 and 76 percent at the end of 1996.
Total foreign customer orders, including FMS, accounted for 15 percent of the
backlog at the end of 1998 compared with 17 percent in 1997 and 17 percent in
1996. Domestic commercial business in backlog at the end of 1998 was 17 percent
compared with 17 percent at the end of 1997 and 16 percent at the end of 1996.

                                       24

<PAGE>

MEASURES OF PERFORMANCE

Operating margin in the ISA segment in 1998 was reduced by $104 million in
charges on the Boeing 747 fuselage program.  A charge of $47 million resulted
from an increase in the estimated cost to complete work on the current
production block due to reduced deliveries on the current contract; and a charge
of $57 million was recorded for certain nonrecurring costs of the Accurate
Fuselage Assembly (AFA) precision manufacturing system, which are no longer
considered recoverable from sales of future deliveries.  The company committed
to the AFA program in 1996 as a condition of its current fuselage contract with
Boeing, which completes in 2006.  The AFA program involves the conversion to a
digital manufacturing design and the implementation of advanced precision
manufacturing techniques.  The company's investment in this program was intended
to be amortized over the life of the current production contract.  The decline
in production rates to two per month on the 747 program for an indefinite period
has significantly reduced the recoverability of this investment through future
profits, thus causing the company to take the $57 million charge.  The company
is in discussions with Boeing regarding the company's claims for recovery of
incurred and estimated future out-of-scope work and related delay and disruption
costs associated with the AFA program.  The company expects to recover these
costs, which are not included in the charge.  To date, $29 million of such
costs, expected to be recovered, have been incurred and are recorded as a claim
receivable.

     In 1998, five B-2's were delivered under the production contract as
compared to four in each of the years 1997 and 1996.  In 1997, ISA segment
benefited from a $55 million cumulative margin rate adjustment on the B-2
production contract, and higher levels of Boeing jetliner sales.  The
improvements were partially offset by lower F/A-18 operating margin on reduced
sales.  ISA segment operating profit in 1996 included the favorable settlement
of a claim involving productivity improvements on the F/A-18, partially offset
by a $25 million charge related to the company's work for Fokker Aircraft N.V.,
which declared bankruptcy in March 1996, and $22 million in charges related to
plant closures.

     Following the award of the last increment of production funding for the B-
2, the company began recording future operating margin increases on all
production aircraft as these units were delivered and accepted by the customer.
At the time each unit is delivered, an assessment is made of the status of the
production contract so as to estimate the amount of any probable additional
margin available beyond that previously recognized.  That unit's proportionate
share of any such unrecognized remaining balance is then recorded.  In this
fashion it is believed that margin improvements will be recognized on a more
demonstrable basis.  All 15 production units have been initially delivered.
Eight units remain to be retrofitted with five scheduled for delivery in 1999
and the remaining three in 2000.

                                       25

<PAGE>

     Since the beginning of the Joint STARS  program, the company (and prior to
1994, the Grumman Corporation) has incurred over $100 million of costs in excess
of revenues in the performance of the development and production phases of the
program.  Including support and other work, the company recorded on the Joint
STARS program operating losses of $25 million and $29 million in 1998 and 1997,
respectively, and operating margin of $18 million in 1996.  The company may
incur additional losses in the future under existing production contracts as
they are currently structured.  Substantially all of the future costs in excess
of revenues are attributable to the refurbishing of used Boeing 707 aircraft by
the company.  In June of 1998, the company  took steps with its customer, the
U.S. Air Force, to remedy this situation.

     First, the company and the U.S. Air Force modified the fixed price
production contracts to redefine the refurbishment requirement for the Boeing
707.  These modifications define refurbishment actions as essential repairs, as
opposed to a complete remanufacture of the aircraft, which previously also
included the repair of cosmetic defects.  These revisions to the refurbishment
requirement have now been incorporated in all active production contracts.

     Additionally, the company has submitted Requests for Equitable Adjustment
(REAs) to the U.S. Air Force.  The REAs  seek adjustment to production contracts
for cost increases incurred during the refurbishment and conversion of  aircraft
to Joint STARS platforms.   The company and the U.S. Air Force executed an
Alternate Dispute Resolution Agreement  to attempt to resolve these REAs.
Beginning in October 1998, as part of this process, the parties initiated fact-
finding.  Based on the current schedule, the company expects negotiations to
begin in the second quarter of 1999.  If negotiations are not
successful or become substantially delayed, the company intends to pursue
resolution  in accordance with the Contract  Disputes Act.

     ESS segment 1998 operating margin was reduced by a $21 million fourth
quarter charge for estimated future costs not considered recoverable from future
revenues on the DIRCM program.  The charge resulted from increased costs
associated with solving technical design issues as well as difficulties in
achieving timely completion of the second series of live-fire tests on the large
turret version.  In 1997, increases in the cost estimate to complete the
company's work on DIRCM resulted in cumulative margin rate adjustments of $13
million in the first quarter and $20 million in the fourth quarter.  Partially
offsetting these downward adjustments was the settlement of a claim involving
work performed in the 1980's on the MX missile Interface Test Adapter (ITA),
which resulted in an $8 million increase in operating margin and $12 million in
interest income.  In 1996, a $29 million charge was recorded as a result of the
write-down of a claim related to avionics work performed by the former Grumman
Corporation prior to its acquisition by Northrop in 1994.

     Information Technology (Logicon) operating margin was reduced in 1998 by $8
million in consolidation and reorganization charges.  Excluding these charges,
operating margin was approximately the same in 1998 as in 1997.  Operating
margin improved in 1997 over 1996 as a result of the return to profitability of
the company's data systems activities and increased margin rates on higher
sales.

                                       26

<PAGE>

     Operating margin in 1998 included $266 million of pension income compared
with $133 million in 1997 and $39 million in 1996.  The increases are primarily
attributable to the historically high market returns on investments experienced
over the last several years.

     Included in the 1998 results are pretax costs totaling $58 million related
to activities to realign operating units, consolidate facilities and
laboratories and exit certain business areas, which reduced operating margin by
$43 million and other income by $15 million.  The operating margin amount is
reflected in segment results as follows:  ISA, $6 million; ESS, $13 million; and
Information Technology (Logicon), $8 million.  The remaining $16 million is
included in Corporate expenses.  The charge includes $20 million for employee
termination costs, $12 million for write-down to estimated fair value of assets
available for sale, $3 million for losses on disposals of assets, $9 million for
write-off of purchased intangible assets no longer considered recoverable from
future revenues, $9 million for loss on sale of a business, and $5 million for
excess capacity lease costs, net of estimated sublease income through 2008.  The
employee termination costs represents cash severance payments made to employees.

     Capital assets are transferred to assets available for sale when a decision
is made to sell the facility and selling efforts are actively underway.  In some
cases, operations continue and depreciation expense is recorded until the
facility is vacated or sold.  In 1998, $37 million was transferred to assets
available for sale, $2 million in depreciation expense on these assets was
recorded, and assets with a carrying value of $46 million were sold.  Assets
available for sale are evaluated at least annually for recoverability and
written down to estimated fair value as necessary.  In 1998, a write down
adjustment of $12 million was recorded.  The assets available for sale at the
end of 1998 are expected to be sold in 1999.

     In 1996, the company recorded a $90 million pretax charge related to the
closure of four plants.  The charge included $30 million for costs related to
the reduction of personnel and other closure activities, which lowered operating
profit in the ISA and ESS industry segments by $22 million and $8 million,
respectively, and $60 million for the write-down of facilities included in Other
Income(Deductions) in the Consolidated Statements of Income.  These charges were
a result of the company's continuing efforts to reduce operating costs while
disposing of assets inconsistent with changes to the company's business
strategy.  In 1997, recovery of $24 million of the 1996 write-down, related to
the sale of the company's Perry, Georgia, facility, was included in Other
Income(Deductions).

     Included in the 1998 results is a $30 million write off of an investment
related to Kistler Aerospace Corporation's K-1 program.   The investment
consisted of advances on behalf of Kistler Aerospace that were made in 1998 to
continue the company's efforts in support of the K-1.  The write off resulted
from the company's assessment that the near-term likelihood of Kistler obtaining
additional financing made recovery of the investment uncertain.  In 1996, the
sale of shares owned by the company in ETEC Systems, Inc. generated pretax gains
of $28 million.  Both of theses items are included in Investment Gains(Losses)
in the Consolidated Statements of Income.

                                       27

<PAGE>

     Interest expense decreased $24 million in 1998, following a decrease of $13
million in 1997.  Total debt stood at $2.8 billion at the end of both 1998 and
1997, compared to $3.4 billion at the end of 1996.

     The company's effective federal income tax rate was 37.8 percent in 1998,
37.5 percent in 1997 and  38.9 percent in 1996.

MEASURES OF LIQUIDITY AND CAPITAL RESOURCES

The trend and relationship of sales volume with net accounts receivable and
inventoried costs is a useful measure in assessing the company's liquidity.  In
1998, the company's year-end net investment in these balances represented 32
percent of sales, compared with 30 percent in 1997 and 29 percent in 1996.

     The $244 million of cash provided by operations in 1998 was considerably
less than the $730 million generated in 1997 and the $743 million generated in
1996.  The decline in cash generated from operating activities is primarily due
to the increase in working capital for commercial aerostructures to support
increased production levels and the build up of inventory for the F/A-18E/F
production contract.  Deliveries under this F/A-18 contract will begin in 1999.
Additional borrowings under the revolving credit facility along with the cash
generated by operating activities provided sufficient cash flows to service
debt, finance capital expenditures, and pay dividends to shareholders.  In 1997
and 1996, cash flows from operating activities were sufficient to service debt,
finance capital expansion projects, and pay dividends to shareholders.

     The following table is a condensed summary of the detailed cash flow
information contained in the Consolidated Statements of Cash Flows.

<TABLE>
<CAPTION>
Year ended December 31                                1998   1997   1996
- -------------------------------------------------------------------------
<S>                                                   <C>    <C>    <C>
Cash came from
 Customers                                              95%    94%    66%
 Lenders                                                 3      4     29
 Shareholders                                                          4
 Buyers of assets/other                                  2      2      1
- -------------------------------------------------------------------------
                                                       100%   100%   100%
=========================================================================
Cash went to
 Employees and suppliers of services and materials      90%    83%    58%
 Sellers of assets                                       3      2     24
 Lenders                                                 5     10     13
 Suppliers of facilities/other                           1      4      4
 Shareholders                                            1      1      1
- -------------------------------------------------------------------------
                                                       100%   100%   100%
=========================================================================
</TABLE>

     The cash received from lenders in 1996 resulted from borrowing for the
acquisition of ESG.  The cash received from shareholders in 1996 was from a
public stock offering in which the company issued approximately 8 million shares
of common stock.  The net proceeds of $493 million were used to pay down
outstanding debt under the company's Credit Agreement.

                                       28

<PAGE>

     During the first quarter of 1996, the company sold to institutional
investors $400 million of 7 percent notes due in 2006, $300 million of 7 3/4
percent debentures due in 2016 and $300 million of 7 7/8 percent debentures due
in 2026.  The proceeds from these issuances were used to finance a portion of
the purchase price of ESG.  The debt indenture contains restrictions relating to
limitations on liens, sale and leaseback arrangements, and funded debt of
subsidiaries.

     The company has a credit agreement with a group of domestic and foreign
banks to provide for two credit facilities:  $1.8 billion available on a
revolving credit basis through March 2002; and a variable interest rate $650
million term loan  payable in quarterly installments of $50 million plus
interest through March 2002.

     To provide for long-term liquidity the company believes it can obtain
additional capital from such sources as:  the public or private capital markets;
the further sale of assets; sale and leaseback of operating assets; and leasing
rather than purchasing new assets.

     Cash generated from operations is expected to be sufficient in 1999 to
service debt, finance capital expansion projects, and continue paying dividends
to the shareholders.  With the completion of the B-2 EMD contract, federal and
state income taxes that have been deferred since the inception of the contract
in 1981, will become payable.  The contract is expected to be completed in 2000
with taxes of approximately $1 billion due, to be paid that year in quarterly
installments.  The company plans to use cash generated from operations
supplemented by additional borrowings under the credit agreement and/or
additional borrowings from public or private capital markets to pay these taxes.

     Capital expenditure commitments at December 31, 1998, were approximately
$135 million including $15 million for environmental control and compliance
purposes.

     The company will continue to provide the productive capacity to perform its
existing contracts, prepare for future contracts, and conduct R&D in the pursuit
of developing opportunities.  While these expenditures tend to limit short-term
liquidity, they are made with the intention of improving the long-term growth
and profitability of the company.

                                       29

<PAGE>

FORWARD-LOOKING INFORMATION

Certain statements and assumptions in Management's Discussion and Analysis
contain or are based on "forward-looking" information (as defined in the Private
Securities Litigation and Reform Act of 1995) that involves risk and
uncertainties, including statements and assumptions with respect to future
revenues, program performance and cash flows, the outcome of contingencies
including litigation and environmental remediation, and anticipated costs of
capital investments and planned dispositions.  The company's operations are
necessarily subject to various risks and uncertainties; actual outcomes are
dependent upon many factors, including, without limitation, the company's
successful performance of internal plans; government customers' budgetary
restraints; customer changes in short-range and long-range plans; domestic and
international competition in both the defense and commercial areas; product
performance; continued development and acceptance of new products; performance
issues with key suppliers and subcontractors; government import and export
policies; termination of government contracts; the outcome of political and
legal processes; legal, financial, and governmental risks related to
international transactions and global needs for military and commercial aircraft
and electronic systems and support; as well as other economic, political and
technological risks and uncertainties.


I
tem 7A.  Quantitative and Qualitative Disclosures about Market Risk

The company has fixed-rate long-term debt obligations, most of which are not
callable.  The company also has financial instruments that are subject to
interest rate risk, principally variable-rate short-term debt outstanding under
the Credit Agreement.  The company may enter into interest rate swap agreements
to offset the variable-rate characteristics of these loans.  At December 31,
1998, no interest rate swap agreements were in effect.

     Only a small portion of the company's transactions are contracted in
foreign currencies.  The company does not consider the market risk exposure
relating to foreign currency exchange to be material.

                                       30

<PAGE>

Selected Financial Data


<TABLE>
<CAPTION>
Year ended December 31, $ in millions,
 except per share                                1998                1997               1996              1995              1994
- -----------------------------------------------------------------------------------------------------------------------------------
Net sales to
<S>                                                 <C>                 <C>                <C>               <C>               <C>
     United States Government                    $ 6,717             $ 7,210            $ 7,224           $ 6,148           $ 5,980
     The Boeing Company                            1,075                 883                569               569               483
     Other customers                               1,110               1,060                814               555               562
- -----------------------------------------------------------------------------------------------------------------------------------
  Total net sales                                $ 8,902             $ 9,153            $ 8,607           $ 7,272           $ 7,025
- -----------------------------------------------------------------------------------------------------------------------------------

Operating margin                                 $   756             $   880            $   703           $   572           $   224
Net income                                           194                 407                264               277                53
Basic earnings per share                            2.83                6.10               4.22              4.79               .92
Diluted earnings per share                          2.79                5.98               4.15              4.71               .91
Cash dividends per share                            1.60                1.60               1.60              1.60              1.60

Net working capital                                  666                 221                106               435               533
Current ratio                                  1.28 to 1           1.08 to 1          1.04 to 1         1.25 to 1         1.27 to 1
Total assets                                     $ 9,536             $ 9,677            $ 9,645           $ 5,642           $ 6,192

Long-term debt                                     2,562               2,500              2,950             1,163             1,633
Total long-term obligations                        4,319               4,339              4,694             2,281             2,793
Long-term debt as a percentage of
  shareholders' equity                              89.9%               95.3%             129.3%             73.3%            116.8%


Operating margin as a percentage of
     Net sales                                       8.5                 9.6                8.2               7.9               3.2
     Average segment assets                          9.0                10.4               10.3              10.8               5.5

Net income as a percentage of
     Net sales                                       2.2                 4.5                3.1               3.8                .8
     Average assets                                  2.0                 4.2                3.5               4.7               1.1
     Average shareholders' equity                    7.1                16.6               13.6              18.5               3.8

Research and development expenses
     Contract                                    $ 1,489             $ 1,670            $ 1,632           $ 1,179           $ 1,480
     Noncontract                                     203                 256                255               164               121

Payroll and employee benefits                      3,476               3,504              3,378             2,883             2,827
Number of employees at year-end                   49,600              52,000             51,600            42,300            46,900
Number of shareholders at year-end                11,774              11,400             11,773            12,471            12,878

Depreciation                                     $   207             $   232            $   210           $   231           $   231
Amortization of
     Goodwill                                         94                  94                 83                38                28
     Other purchased intangibles                      92                  92                 82                21                15
Maintenance and repairs                               92                 107                 93                80               105
Rent expense                                         106                 108                110               106                99

Floor area (millions of square feet)
     Owned                                          19.2                20.5               22.5              20.1              21.3
     Commercially leased                            10.6                10.0                9.9               8.2               8.5
     Leased from United States Government            7.6                 8.8                9.0              10.2               9.4
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       31

<PAGE>


Item 8.  Financial Statements and Supplementary Data

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION


<TABLE>
<CAPTION>
December 31, $ in millions                                      1998      1997
- --------------------------------------------------------------------------------
<S>                                                              <C>       <C>
Assets:
Current assets
 Cash and cash equivalents                                    $    44   $    63
 Accounts receivable                                            1,507     1,441
 Inventoried costs                                              1,373     1,283
 Deferred income taxes                                             24        82
 Prepaid expenses                                                  85        67
- --------------------------------------------------------------------------------
 Total current assets                                           3,033     2,936
- --------------------------------------------------------------------------------
Property, plant and equipment at cost
 Land and land improvements                                       170       201
 Buildings                                                        785       769
 Machinery and other equipment                                  2,014     2,063
 Leasehold improvements                                            89        76
- --------------------------------------------------------------------------------
                                                                3,058     3,109
 Accumulated depreciation                                      (1,784)   (1,763)
- --------------------------------------------------------------------------------
                                                                1,274     1,346
- --------------------------------------------------------------------------------
Other assets
 Goodwill, net of accumulated amortization of $338 in 1998
  and $244 in 1997                                              3,381     3,421
 Other purchased intangibles, net of accumulated
  amortization of $295 in 1998 and $208 in 1997                   795       896
 Prepaid pension cost, intangible pension asset and benefit
  trust fund                                                      787       452
 Deferred income taxes                                            166       485
 Assets available for sale                                         37        60
 Investments in and advances to affiliates and sundry assets       63        81
- --------------------------------------------------------------------------------
                                                                5,229     5,395
- --------------------------------------------------------------------------------
                                                              $ 9,536   $ 9,677
================================================================================
</TABLE>


                                       32

<PAGE>


<TABLE>
<CAPTION>
December 31, $ in millions                               1998      1997
- -------------------------------------------------------------------------
<S>                                                    <C>       <C>
Liabilities and Shareholders' Equity:
Current liabilities
 Notes payable to banks                                 $   69    $   91

 Current portion of long-term debt                         200       200
 Trade accounts payable                                    416       463
 Accrued employees' compensation                           337       366
 Advances on contracts                                     354       410
 Deferred income taxes                                     527       717
 Other current liabilities                                 464       468
- -------------------------------------------------------------------------
 Total current liabilities                               2,367     2,715
- -------------------------------------------------------------------------
Long-term debt                                           2,562     2,500
Accrued retiree benefits                                 1,704     1,716
Other long-term liabilities                                 53        48
Deferred income taxes                                                 75

Shareholders' equity
 Paid-in capital
  Preferred stock, 10,000,000 shares authorized;
          none issued
  Common stock, 200,000,000 shares authorized;
          issued and outstanding:
          1998 - 68,836,810
          1997 - 67,278,876                                989       838
 Retained earnings                                       1,892     1,807
 Accumulated other comprehensive income(loss)              (31)      (22)
- -------------------------------------------------------------------------
                                                         2,850     2,623
- -------------------------------------------------------------------------
                                                        $9,536    $9,677
=========================================================================
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.

                                       33

<PAGE>

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
Year ended December 31, $ in millions, except per share      1998      1997      1996
- ---------------------------------------------------------------------------------------
<S>                                                           <C>       <C>       <C>
Net sales                                                   $8,902    $9,153    $8,607
Cost of sales
   Operating costs                                           6,930     7,040     6,658
   Administrative and general expenses                       1,216     1,233     1,246
- ---------------------------------------------------------------------------------------
Operating margin                                               756       880       703
Other income(deductions)
   Interest income                                              11        17        12
   Merger costs                                               (186)      (18)
   Interest expense                                           (233)     (257)     (270)
   Investment gains(losses)                                    (30)                 28
   Other, net                                                   (6)       29       (41)
- ---------------------------------------------------------------------------------------
Income before income taxes                                     312       651       432
Federal and foreign income taxes                               118       244       168
- ---------------------------------------------------------------------------------------
Net income                                                  $  194    $  407    $  264
=======================================================================================

Weighted average common shares outstanding, in millions       68.5      66.7      62.6
=======================================================================================
Basic earnings per share                                    $ 2.83    $ 6.10    $ 4.22

Diluted earnings per share                                    2.79      5.98      4.15
=======================================================================================
</TABLE>


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
Year ended December 31, $ in millions                    1998    1997   1996
<S>                                                     <C>     <C>     <C>
- -----------------------------------------------------------------------------
Net income                                              $ 194   $ 407   $ 264
Other comprehensive income
   Minimum pension liability adjustments, before tax      (13)    (28)     12
   Income tax expense(benefit)                             (4)    (10)      4
- -----------------------------------------------------------------------------
Other comprehensive income(loss), net of tax               (9)    (18)      8
- -----------------------------------------------------------------------------
Comprehensive income                                    $ 185   $ 389   $ 272
=============================================================================
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.

                                       34

<PAGE>

CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
Year ended December 31, $ in millions, except per share              1998      1997      1996
- ----------------------------------------------------------------------------------------------
<S>                                                               <C>       <C>       <C>
Paid-in Capital
  At beginning of year                                             $  838    $  784    $  273
  Stock issuance                                                                          493
  Employee stock awards and options exercised, net of forfeitures     151        60        23
  Treasury stock transactions                                                    (6)       (5)
- ----------------------------------------------------------------------------------------------
  At end of year                                                      989       838       784
- ----------------------------------------------------------------------------------------------

Retained Earnings
  At beginning of year                                              1,807     1,502     1,325
  Net income                                                          194       407       264
  Cash dividends                                                     (109)     (102)      (87)
- ----------------------------------------------------------------------------------------------
  At end of year                                                    1,892     1,807     1,502
- ----------------------------------------------------------------------------------------------

Accumulated Other Comprehensive Income(Loss)
  At beginning of year                                                (22)       (4)      (12)
  Change in excess of additional minimum liability over
   unrecognized prior service costs, net of tax                        (9)      (18)        8
- ----------------------------------------------------------------------------------------------
  At end of year                                                      (31)      (22)       (4)
- ----------------------------------------------------------------------------------------------
Total shareholders' equity                                         $2,850    $2,623    $2,282
==============================================================================================

Book value per share                                               $41.39    $38.99    $34.30
==============================================================================================

Cash dividends per share                                            $1.60     $1.60     $1.60
==============================================================================================
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.

                                       35

<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Year ended December 31, $ in millions                                1998      1997      1996
- -----------------------------------------------------------------------------------------------
<S>                                                                <C>       <C>       <C>
Operating Activities
  Sources of Cash
    Cash received from customers
     Progress payments                                              $1,844    $2,264   $ 2,226
     Other collections                                               6,929     7,050     6,372
    Interest received                                                   11        17        13
    Income tax refunds received                                         26        13        12
    Other cash receipts                                                  6         7         8
- -----------------------------------------------------------------------------------------------
    Cash provided by operating activities                            8,816     9,351     8,631
- -----------------------------------------------------------------------------------------------
  Uses of Cash
    Cash paid to suppliers and employees                             8,273     8,280     7,528
    Interest paid                                                      219       251       219
    Income taxes paid                                                   46        64       141
    Other cash payments                                                 34        26
- -----------------------------------------------------------------------------------------------
    Cash used in operating activities                                8,572     8,621     7,888
- -----------------------------------------------------------------------------------------------
  Net cash provided by operating activities                            244       730       743
- -----------------------------------------------------------------------------------------------
Investing Activities
  Payment for businesses purchased, net of cash acquired               (50)             (2,886)
  Additions to property, plant and equipment                          (211)     (238)     (198)
  Proceeds from sale of property, plant and equipment                   63       106        58
  Proceeds from sale of affiliates/operations                                     19        45
  Advances to affiliate                                                (30)
  Proceeds from sale of marketable securities, net of purchases                              9
  Funding of retiree benefit trust                                      (2)                (25)
  Other investing activities                                            (5)                  4
- -----------------------------------------------------------------------------------------------
  Net cash used in investing activities                               (235)     (113)   (2,993)
- -----------------------------------------------------------------------------------------------
Financing Activities
  Borrowings under lines of credit                                     295       422     2,734
  Repayment of borrowings under lines of credit                        (55)     (808)     (635)
  Proceeds from issuance of long-term debt                                               1,000
  Principal payments of long-term debt/capital leases                 (200)     (200)   (1,090)
  Proceeds from issuance of stock                                       36        17       502
  Dividends paid                                                      (109)     (102)      (87)
  Other financing activities                                             5        (6)     (107)
- -----------------------------------------------------------------------------------------------
  Net cash provided by (used in) financing activities                  (28)     (677)    2,317
- -----------------------------------------------------------------------------------------------
Increase(decrease) in cash and cash equivalents                        (19)      (60)       67
Cash and cash equivalents balance at beginning of year                  63       123        56
- -----------------------------------------------------------------------------------------------
Cash and cash equivalents balance at end of year                    $   44    $   63   $   123
===============================================================================================
</TABLE>


                                       36

<PAGE>


<TABLE>
<CAPTION>
Year ended December 31, $ in millions                         1998     1997     1996
- --------------------------------------------------------------------------------------
<S>                                                            <C>       <C>     <C>
Reconciliation of Net Income to Net Cash
Provided by Operating Activities:
Net income                                                  $   194   $ 407   $   264
Adjustments to reconcile net income to net cash provided
 Depreciation                                                   207     232       210
 Amortization of intangible assets                              186     186       165
 Common stock issued to employees                                88      23        10
 Loss on disposals of property, plant and equipment              30      18        23
 Loss(gain) on assets available for sale                         15      (8)       59
 Loss(gain) on investment                                        30               (28)
 Retiree benefits (income)cost                                 (194)    (44)       52
 Decrease(increase) in
  Accounts receivable                                         1,212     (81)     (111)
  Inventoried costs                                            (111)   (147)        7
  Prepaid expenses                                              (18)      2        13
 Increase(decrease) in
  Progress payments                                          (1,280)     66        84
  Accounts payable and accruals                                (115)     91        36
  Provisions for contract losses                                 54     (30)        2
  Deferred income taxes                                         112     188       126
  Income taxes payable                                          (16)     (9)      (33)
  Retiree benefits                                             (178)   (180)     (170)
 Other noncash transactions                                      28      16        34
- --------------------------------------------------------------------------------------
Net cash provided by operating activities                   $   244   $ 730   $   743
======================================================================================

Noncash Investing and Financing Activities:
Purchase of businesses
 Fair value of assets acquired                                                $ 4,003
 Cash paid                                                                     (2,888)
- --------------------------------------------------------------------------------------
 Liabilities assumed                                                          $ 1,115
======================================================================================
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.

                                       37

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of the corporation
and its subsidiaries. All material intercompany accounts, transactions and
profits are eliminated in consolidation.

     The company's financial statements are in conformity with generally
accepted accounting principles.  The preparation thereof requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingencies at the date of the financial
statements as well as the reported amounts of revenues and expenses during the
reporting period.  Estimates have been prepared on the basis of the most current
and best available information and actual results could differ from those
estimates.

Nature of Operations

Northrop Grumman is a major producer of military and commercial aircraft
subassemblies and defense electronics and is the prime contractor on the U.S.
Air Force B-2 Stealth Bomber.  The company operates within the broadly defined
aerospace industry.  The majority of the company's products and services are
ultimately sold to the U.S. Government and the company is therefore affected by,
among other things, the federal budget process.

     The company's three reportable segments are its three operating units:
Integrated Systems and Aerostructures (ISA), Electronic Sensors and Systems
(ESS), and Information Technology (Logicon).  Included in the Management's
Discussion and Analysis section of this report are general descriptions of the
company's principal products and services under the titles Integrated Systems
and Aerostructures (ISA), Electronic Sensors and Systems (ESS), and Information
Technology (Logicon) (see pages 10 through 13) and segment data in the table
titled Results of Operations by Segment and Major Customer (see pages 14 and
15), which are considered to be an integral part of these financial statements.
Only these portions of Management's Discussion and Analysis are incorporated by
reference into these financial statements.

     Sales to the U.S. Government (including foreign military sales) are
reported within each segment and in total in the Selected Financial Data. The
company does not conduct a significant volume of activity through foreign
operations or in foreign currencies.  Intersegment sales are transacted at cost
incurred with no profit added.  Management principally uses operating margin as
the measure to evaluate segment profitability.  The company does not allocate
federal income tax expense, pension income, the deferred portion of state income
tax expense, interest income, or interest expense to segments.   General
corporate assets include cash and cash equivalents, corporate office furnishings
and equipment, other unallocable property, investments in affiliates, prepaid
pension cost, intangible pension asset, benefit trust fund assets, deferred tax
assets and certain assets available for sale.

                                       38

<PAGE>

Sales

Sales under cost-reimbursement, service, research and development, and
construction-type contracts are recorded as costs are incurred and include
estimated earned fees or profits calculated on the basis of the relationship
between costs incurred and total estimated costs (cost-to-cost type of
percentage-of-completion method of accounting). Construction-type contracts
embrace those fixed-price type contracts that provide for the delivery at a low
volume per year or a small number of units after a lengthy period of time over
which a significant amount of costs have been incurred. Sales under other types
of contracts are recorded as deliveries are made and are computed on the basis
of the estimated final average unit cost plus profit (units-of-delivery type of
percentage-of-completion method of accounting).

     Certain contracts contain provisions for price redetermination or for cost
and/or performance incentives. Such redetermined amounts or incentives are
included in sales when the amounts can reasonably be determined. In the case of
the B-2 bomber production contract, future changes in operating margin will be
recognized on a units-of-delivery basis and recorded as each equivalent
production unit is delivered. Amounts representing contract change orders,
claims or limitations in funding are included in sales only when they can be
reliably estimated and realization is probable. In the period in which it is
determined that a loss will result from the performance of a contract, the
entire amount of the estimated ultimate loss is charged against income. Loss
provisions are first offset against costs that are included in assets, with any
remaining amount reflected in Other Current Liabilities. Other changes in
estimates of sales, costs and profits are recognized using the cumulative catch-
up method of accounting. This method recognizes in the current period the
cumulative effect of the changes on current and prior periods. Hence, the effect
of the changes on future periods of contract performance is recognized as if the
revised estimates had been the original estimates.

Contract Research and Development

Customer-sponsored research and development costs (direct and indirect costs
incurred pursuant to contractual arrangements) are accounted for like other
contracts.

Noncontract Research and Development

This category includes independent research and development costs and company-
sponsored research and development costs (direct and indirect costs not
recoverable under contractual arrangements). Independent research and
development (IR&D) costs are included in administrative and general expenses
(indirect costs allocable to U.S. Government contracts) whereas company-
sponsored research and development costs are charged against income as incurred.

                                       39

<PAGE>

Environmental Costs

Environmental liabilities are accrued when the company determines it is
responsible for remediation costs and such amounts are reasonably estimable.
When only a range of amounts is established and no amount within the range is
better than another, the minimum amount in the range is recorded.  The company
does not anticipate and record insurance recoveries before collection is
probable.

Interest Rate Swap Agreements

The company may enter into interest rate swap agreements to offset the variable-
rate characteristic of certain variable-rate term loans outstanding under the
company's Credit Agreement.  Interest on these interest rate swap agreements is
recognized as an adjustment to interest expense in the period incurred.

Income Taxes

Provisions for federal, state and local income taxes are calculated on reported
financial statement pretax income based on current tax law and also include, in
the current period, the cumulative effect of any changes in tax rates from those
used previously in determining deferred tax assets and liabilities. Such
provisions differ from the amounts currently payable because certain items of
income and expense are recognized in different time periods for financial
reporting purposes than for income tax purposes.

     The company accounts for certain contracts in process using different
methods of accounting for financial statements and tax reporting and thus
provides deferred taxes on the difference between the financial and taxable
income reported during the performance of such contracts.

     In accordance with industry practice, state and local income and franchise
tax provisions are included in administrative and general expenses.

                                       40

<PAGE>

Earnings per Share

Basic earnings per share is calculated using the weighted average number of
shares of common stock outstanding during each period, after giving recognition
to stock splits and stock dividends. Diluted earnings per share reflect the
dilutive effect of stock options and other stock awards granted to employees
under stock-based compensation plans.

     Basic and diluted earnings per share are calculated as follows:

<TABLE>
<CAPTION>
                                                                              Earnings
                                                  Net Income     Shares       per share
                                                  ----------   ----------    -----------
                                                  (millions)   (millions)
<S>                                               <C>          <C>           <C>
1998
 Basic earnings per share                              $194          68.5          $2.83
                                                  ==========                 ===========
 Dilutive effect of stock options and awards                          1.0
                                                               ----------
 Diluted earnings per share                            $194          69.5          $2.79
                                                  ==========   ==========    ===========


1997
 Basic earnings per share                              $407          66.7          $6.10
                                                  ==========   ==========    ===========
 Dilutive effect of stock options and awards                          1.4
                                                               ----------
 Diluted earnings per share                            $407          68.1          $5.98
                                                  ==========   ==========    ===========


1996
 Basic earnings per share                              $264          62.6          $4.22
                                                  ==========                 ===========
 Dilutive effect of stock options and awards                          1.0
                                                               ----------
 Diluted earnings per share                            $264          63.6          $4.15
                                                  ==========   ==========    ===========
</TABLE>


Cash and Cash Equivalents

Cash and cash equivalents include interest-earning debt instruments that mature
in three months or less from the date purchased.

Accounts Receivable

Accounts receivable include amounts billed and currently due from customers,
amounts currently due but unbilled (primarily related to contracts accounted for
under the cost-to-cost type of percentage-of-completion method of accounting),
certain estimated contract changes, claims in negotiation that are probable of
recovery, and amounts retained by the customer pending contract completion.

                                       41

<PAGE>

Inventoried Costs

Inventoried costs primarily relate to work in process under fixed-price type
contracts (excluding those included in unbilled accounts receivable as
previously described). They represent accumulated contract costs less the
portion of such costs allocated to delivered items. Accumulated contract costs
include direct production costs, factory and engineering overhead, production
tooling costs, and allowable administrative and general expenses (except for
general corporate expenses and IR&D allocable to commercial contracts, which are
charged against income as incurred).

     In accordance with industry practice, inventoried costs are classified as a
current asset and include amounts related to contracts having production cycles
longer than one year.

Depreciable Properties

Property, plant and equipment owned by the company are depreciated over the
estimated useful lives of individual assets. Capital leases providing for the
transfer of ownership upon their expiration or containing bargain purchase
options are amortized over the estimated useful lives of individual assets. Most
of these assets are depreciated using declining-balance methods, with the
remainder using the straight-line method, with the following lives:

<TABLE>
<CAPTION>
                                                      Years
           ---------------------------------------------------
           <S>                                         <C>
           Land improvements                           5-20
           Buildings                                   5-45
           Machinery and other equipment               3-33
           Leasehold improvements           Length of lease
           ---------------------------------------------------
</TABLE>


Goodwill and Other Purchased Intangible Assets

Goodwill and other purchased intangible assets are amortized on a straight-line
basis over weighted average periods of 39 years and 15 years, respectively.
Goodwill and other purchased intangibles balances are included in the
identifiable assets of the industry segment to which they have been assigned and
amortization is charged against the respective industry segment operating
margin.  The recoverability of goodwill and other purchased intangibles is
evaluated at least annually considering the projected future profitability and
cash flow at the operations to which they relate.  When it is determined that an
impairment has occurred, an appropriate charge to operations is recorded.
Charges of $9 million and $10 million were recorded in 1998 and 1996,
respectively, for purchased intangible assets no longer considered recoverable
from future revenues.

Assets Available for Sale

Capital assets are transferred to assets available for sale when a decision is
made to sell a facility and selling efforts are actively underway.  In some
cases, operations continue and depreciation expense is recorded until the
facility is vacated or sold.  Assets available for sale are evaluated at least
annually for recoverability and written down to estimated fair value as
necessary.  When an asset is written down to estimated fair value, depreciation
ceases.

                                       42

<PAGE>

Financial Statement Reclassification

To conform to the presentation in 1998, certain amounts for 1997 and 1996 have
been reclassified in the Consolidated Financial Statements.  The
reclassifications had no effect on net income or earnings per share for any
period presented.

BUSINESS COMBINATIONS

Effective August 1, 1997, the company consummated the merger of its wholly owned
acquisition subsidiary with and into Logicon, Inc., a leading defense
information technology and services company.  Each share of Logicon's common
stock was converted to .6161 of a share of the company's common stock.
Approximately 8.6 million shares of the company's common stock were issued for
Logicon's common stock.   The merger was accounted for as a pooling of
interests.

ACQUISITIONS

On March 1, 1996, the company purchased substantially all of the defense and
electronics systems business (ESG) of Westinghouse Electric Corporation at a
cost of $2.9 billion and financed the transaction with new borrowings and new
equity.  The operations of ESG have been consolidated with Northrop Grumman
effective March 1, 1996 and are included in the ESS industry segment.

     The purchase method of accounting was used to record the acquisition with
estimated fair values being assigned to assets and liabilities.  The excess of
the purchase price over the net tangible assets acquired was assigned to
identifiable intangible assets and the remaining balance to goodwill.

     The following unaudited pro forma financial information combines Northrop
Grumman's and ESG's results of operations, as if the acquisition had taken place
on January 1, 1996, and is not necessarily indicative of future operating
results of Northrop Grumman.

<TABLE>
<CAPTION>

        Year ended December 31, $ in millions except per share     1996
        ---------------------------------------------------------------
        <S>                                                       <C>
        Sales                                                    $8,907
        Net income                                                  244
        Basic earnings per share                                   3.90
        Diluted earnings per share                                 3.82
        ---------------------------------------------------------------
</TABLE>


                                       43

<PAGE>

TERMINATED MERGER AGREEMENT

On July 3, 1997, the company announced that it had entered into a definitive
agreement with Lockheed Martin Corporation to combine the companies.   On
February 26, 1998, shareholders of Northrop Grumman approved the merger.   On
March 23, 1998, the U.S. Government filed suit to block the merger.  On July 16,
1998, Lockheed Martin  notified the company that it was terminating its merger
agreement with the company pursuant to the terms of the agreement.

     The company recorded charges totaling $186 million in 1998 for costs
related to the terminated merger.  The charges cover vesting of restricted stock
which became issuable following shareholder approval of the merger and other
costs associated with the terminated merger, including investment banking fees,
legal and accounting fees, and costs related to responding to the Government's
request for information.

NEW ACCOUNTING STANDARDS

In 1998, the company adopted Statement of Financial Accounting Standards (SFAS)
No. 131 - Disclosures about Segments of an Enterprise and Related Information,
which changes operating segment disclosures requirements.  Information for 1997
and 1996 has been restated from the prior year presentation to conform to the
1998 presentation.  The adoption of this standard had no effect on the company's
results of operations, financial position, or cash flows.

     In 1998, the company adopted SFAS No. 130 - Reporting Comprehensive Income,
which establishes new standards for the presentation and disclosure of
comprehensive income.  Comprehensive income consists of net income and minimum
pension liability adjustments.  Adoption of this standard had no impact on net
income or shareholders' equity.

     In 1998, the company also adopted SFAS No. 132 - Employer's Disclosure
about Pensions and Other Postretirement Benefits, which changes disclosure
requirements.  Accordingly, 1997 and 1996 data in the Retirement Benefits
footnote have been restated.  This new standard did not change the accounting
for pensions or other postretirement benefits and adoption of the standard had
no effect on the company's results of operations, financial position, or cash
flows.

     In March 1998, the American Institute of Certified Public Accounts (AICPA)
issued Statement of Position (SOP) 98-1 - Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use, which becomes effective for
fiscal years beginning after December 15, 1998.  The SOP requires capitalization
of  certain costs incurred after the date of adoption to develop or obtain
software for internal use.  The company will adopt this standard effective
January 1, 1999.  Adoption of the standard is not expected to have a material
effect on the company's results of operations, financial position, or cash
flows.

                                       44

<PAGE>

     In April 1998, the AICPA issued SOP 98-5 - Reporting on the Costs of Start-
Up Activities, which becomes effective for fiscal years beginning after December
15, 1998. The SOP requires certain costs, which previously were capitalized, be
expensed and reported as a cumulative effect of a change in accounting
principle, and requires that such costs incurred after adoption be expensed as
incurred. The company will adopt this standard effective January 1, 1999.
Adoption of the standard is not expected to have a material effect on the
company's results of operations, financial position, or cash flows.

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133-
Accounting for Derivative Instruments and Hedging Activities, which becomes
effective for fiscal years beginning after June 15, 1999.  Earlier adoption is
permitted.  This standard provides authoritative guidance on accounting and
financial reporting for derivative instruments.  Management is currently
evaluating the effect that adoption of this standard will have on the company's
results of operations, financial position, and cash flows.

                                       45

<PAGE>

ACCOUNTS RECEIVABLE

Unbilled amounts represent sales for which billings have not been presented to
customers at year end, including differences between actual and estimated
overhead and margin rates. These amounts are usually billed and collected within
one year.  Progress payments are, however, received on a number of fixed-price
contracts accounted for using the cost-to-cost type percentage-of-completion
method.

     The claim receivable represents costs incurred to date on the Accurate
Fuselage Assembly (AFA) program that the company expects to recover from The
Boeing Company for out-of-scope work and related delay and disruption costs
incurred on the program.

     Accounts receivable at December 31, 1998, are expected to be collected in
1999 except for approximately $35 million due in 2000 and $124 million due in
2001 and later. These amounts principally relate to long-term contracts with the
U.S. Government.

     Allowances for doubtful amounts represent mainly estimates of overhead type
costs which may not be successfully negotiated and collected.

     Accounts receivable were comprised of the following:

<TABLE>
<CAPTION>
$ in millions                                      1998      1997
- -------------------------------------------------------------------
<S>                                              <C>       <C>
Due from U.S. Government, long-term contracts
   Current accounts
      Billed                                     $   362   $   408
      Unbilled                                     2,145     3,481
      Progress payments received                  (1,388)   (2,772)
- -------------------------------------------------------------------
                                                   1,119     1,117
- -------------------------------------------------------------------
Due from other customers, long-term contracts
   Current accounts
      Billed                                         141        87
      Unbilled                                       137       133
      Claim                                           29
- -------------------------------------------------------------------
                                                     307       220
- -------------------------------------------------------------------
   Total due, long-term contracts                  1,426     1,337
- -------------------------------------------------------------------

Trade and other accounts receivable
   Due from U.S. Government                           63        87
   Due from other customers                           65        72
- -------------------------------------------------------------------
   Total due, trade and other                        128       159
- -------------------------------------------------------------------
                                                   1,554     1,496
Allowances for doubtful amounts                      (47)      (55)
- -------------------------------------------------------------------
                                                 $ 1,507   $ 1,441
===================================================================
</TABLE>


                                       46

<PAGE>

INVENTORIED COSTS

Inventoried costs were comprised of the following:

<TABLE>
<CAPTION>
$ in millions                                     1998      1997
- ------------------------------------------------------------------
<S>                                             <C>       <C>
Production costs of contracts in process         $1,487    $1,415
Excess of production cost of delivered items
 over the estimated average unit cost               162       141
Administrative and general expenses                 245       222
- ------------------------------------------------------------------
                                                  1,894     1,778
Progress payments received                         (521)     (495)
- ------------------------------------------------------------------
                                                 $1,373    $1,283
==================================================================
</TABLE>


     Inventoried costs relate to long-term contracts in process and include
expenditures for raw materials and work in process beyond what is required for
recorded orders. These expenditures are incurred to help maintain stable and
efficient production schedules.  The excess of production costs of delivered and
in process items over the estimated average costs is carried in inventory under
the learning curve concept.  Under this concept, production costs per unit are
expected to decrease over time due to efficiencies arising from continuous
improvement in the performance of repetitive tasks

     The ratio of inventoried administrative and general expenses to total
inventoried costs is estimated to be the same as the ratio of total
administrative and general expenses incurred to total contract costs incurred.

     According to the provisions of U.S. Government contracts, the customer has
title to, or a security interest in, substantially all inventories related to
such contracts.

                                       47

<PAGE>

INCOME TAXES

Income tax expense, both federal and foreign, was comprised of the following:


<TABLE>
<CAPTION>
$ in millions                              1998   1997   1996
- --------------------------------------------------------------
<S>                                        <C>    <C>    <C>
Currently payable
 Federal income taxes                      $   6  $  26  $  60
 Foreign income taxes                          5      3      2
- --------------------------------------------------------------
                                              11     29     62
Change in deferred federal income taxes      107    215    106
- --------------------------------------------------------------
                                           $ 118  $ 244  $ 168
==============================================================
</TABLE>


  Income tax expense differs from the amount computed by multiplying the
statutory federal income tax rate times the income before income taxes due to
the following:


<TABLE>
<CAPTION>
$ in millions                            1998    1997    1996
- --------------------------------------------------------------
<S>                                     <C>     <C>     <C>
Income tax expense at statutory rate    $ 109   $ 228   $ 151
Goodwill amortization                      16      17      16
Benefit from ESOP dividends                (3)     (3)     (3)
Other, net                                 (4)      2       4
- --------------------------------------------------------------
                                        $ 118   $ 244   $ 168
==============================================================
</TABLE>


     Deferred income taxes arise because of differences in the treatment of
income and expense items for financial reporting and income tax purposes. The
principal type of temporary difference stems from the recognition of income on
contracts being reported under different methods for tax purposes than for
financial reporting.

     The tax effects of significant temporary differences and carryforwards that
gave rise to year-end deferred federal and state tax balances, as categorized in
the Consolidated Statements of Financial Position, were as follows:

                                       48

<PAGE>


<TABLE>
<CAPTION>
$ in millions                                             1998      1997
- --------------------------------------------------------------------------
<S>                                                      <C>      <C>
Deferred tax assets
 Deductible temporary differences
  Retiree benefit plan expense                           $  364    $  558
  Provision for estimated expenses                           41        60
  Income on contracts                                                  41
  Other                                                      12        37
- --------------------------------------------------------------------------
                                                            417       696
- --------------------------------------------------------------------------
 Taxable temporary differences
  Purchased intangibles                                     (89)     (152)
  Excess tax over book depreciation                         (69)      (53)
  Income on conracts                                        (12)
  Other                                                     (57)
- --------------------------------------------------------------------------
                                                           (227)     (205)
- --------------------------------------------------------------------------
                                                         $  190    $  491
==========================================================================
Deferred tax liabilities
 Taxable temporary differences
    Income on contracts                                  $  865    $  771
    Administrative and general expenses
     period costed for tax purposes                          18         8
    Retiree benefit plan income                                        28
    Excess tax over book depreciation                                  14
    Other                                                              22
- --------------------------------------------------------------------------
                                                            883       843
- --------------------------------------------------------------------------
 Deductible temporary differences
    Provision for estimated expenses                       (174)       (3)
    Retiree benefit plan expense                            (16)      (12)
    Other                                                   (30)
- --------------------------------------------------------------------------
                                                           (220)      (15)
- --------------------------------------------------------------------------
 Tax carryforwards
    Tax credits                                             (82)      (22)
    Alternative minimum tax credit                          (54)      (90)
- --------------------------------------------------------------------------
                                                           (136)     (112)
- --------------------------------------------------------------------------
                                                         $  527    $  716
==========================================================================
Net deferred tax liability
 Total deferred tax liabilities (taxable
   temporary differences above)                          $1,110    $1,048
 Less total deferred tax assets (deductible
   temporary differences and tax carryforwards above)       773       823
- --------------------------------------------------------------------------
                                                         $  337    $  225
==========================================================================
</TABLE>


     The tax carryforward benefits are expected to be used in the periods in
which net deferred tax liabilities mature.  These tax credit carryforwards are
in various amounts and expire over the years 1999 through 2007.  The alternative
minimum tax credit can be carried forward indefinitely.

                                       49

<PAGE>

NOTES PAYABLE TO BANKS AND LONG-TERM DEBT

The company has available short-term credit lines in the form of money market
facilities with several banks. The amount and conditions for borrowing under
these credit lines depend on the availability and terms prevailing in the
marketplace. No fees or compensating balances are required for these credit
facilities. At December 31, 1998, $67 million was outstanding at a weighted
average interest rate of 5.60 percent. At December 31, 1997, $87 million was
outstanding at a weighted average interest rate of 6.51 percent.

     Additionally, the company has a credit agreement with a group of domestic
and foreign banks to provide for two credit facilities:  $1.8 billion available
on a revolving credit basis through March 2002; and a term loan payable in 13
quarterly installments of $50 million plus interest through March 1, 2002.  The
company pays, at least quarterly, interest on the outstanding debt under the
Credit Agreement at rates that vary based in part on the company's credit rating
and leverage ratio.  At December 31, 1998, the $650 million term loan had a
weighted average interest rate of 5.68 percent.  At December 31, 1997, $850
million was outstanding at a weighted average interest rate of 6.24 percent.
Principal payments permanently reduce the amount available under this agreement
as well as the debt outstanding.

     At December 31, 1998, $512 million at a weighted average interest rate of
5.66 percent was outstanding under the company's revolving credit facility.  At
December 31, 1997, $250 million at a weighted average interest rate of 6.17
percent was outstanding.  Under these agreements, in the event of a "change in
control," the banks are relieved of their commitments.  Compensating balances
are not required under these agreements.

     The company's credit agreements contain restrictions relating to the
payment of dividends, acquisition of the company's stock, aggregate indebtedness
for borrowed money and interest coverage.  At December 31, 1998, $633 million of
retained earnings were unrestricted as to the payment of dividends.

                                       50

<PAGE>

     Long-term debt consisted of the following:

<TABLE>
<CAPTION>

$ in millions                     1998     1997
- -----------------------------------------------
<S>                            <C>      <C>
Notes due 2004, 8.625%          $  350   $  350
Notes due 2006, 7%                 400      400
Debentures due 2016, 7.75%         300      300
Debentures due 2024, 9.375%        250      250
Debentures due 2026, 7.875%        300      300
Revolving credit facility          512      250
Term loans payable to banks        650      850
- -----------------------------------------------
                                 2,762    2,700
Less current portion               200      200
- -----------------------------------------------
                                $2,562   $2,500
===============================================
</TABLE>


     The debt indenture contains restrictions relating to limitations on liens,
sale and leaseback arrangements and funded debt of subsidiaries.

     The principal amount of long-term debt outstanding at December 31, 1998,
due in each of the years 1999 through 2001 is $200 million with $50 million due
in 2002 and $2,112 million due thereafter.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used by the company in estimating its
fair value disclosures for financial instruments:

     Due to the short-term nature of these items, the carrying amount reported
     in the Consolidated Statements of Financial Position for Cash and Cash
     Equivalents, Accounts Receivable and amounts borrowed under the company's
     short-term credit lines are estimated to approximate fair value.

     The fair value of the long-term debt at the respective yearends was
     calculated based on interest rates available for debt with terms and due
     dates similar to the company's existing debt arrangements.

     The company has limited involvement with derivative financial instruments
and does not use them for trading purposes.  To mitigate the variable rate
characteristic of its term loans, the company has from time to time entered into
interest rate swap agreements.  No interest rate swap agreements were in effect
at December 31, 1998, or December 31, 1997.  If any interest rate swap
agreements had existed, unrealized gains(losses) would be calculated based upon
the amounts at which they could have been settled at then current interest
rates.

                                       51

<PAGE>

     Carrying amounts and the related estimated fair values of the company's
financial instruments at December 31 of each year are as follows:


<TABLE>
<CAPTION>
$ in millions                                            1998     1997
- ------------------------------------------------------------------------
<S>                                                     <C>      <C>
Long-term debt
 Carrying amount                                         $2,762   $2,700
 Fair value                                               2,914    2,856
- ------------------------------------------------------------------------
</TABLE>


RETIREMENT BENEFITS

The company sponsors several defined-benefit pension plans covering over 70
percent of  employees. Pension benefits for most employees are based on the
employee's years of service and compensation during the last ten years before
retirement. It is the policy of the company to fund at least the minimum amount
required for all qualified plans, using actuarial cost methods and assumptions
acceptable under U.S. Government regulations, by making payments into a trust
separate from the company.  Five of the company's fifteen qualified plans, which
cover more than 59 percent of all employees, were in a legally defined full-
funding limitation status at December 31, 1998.

     The company and subsidiaries also sponsor defined-contribution plans in
which most employees are eligible to participate. Company contributions for most
plans are based on a matching of employee contributions up to 4 percent of
compensation.

     In addition, the company and its subsidiaries provide certain health care
and life insurance benefits for retired employees.  Employees achieve
eligibility to participate in these contributory plans upon retirement from
active service and if they meet specified age and years of service requirements.
Election to participate must be made at the date of retirement. Qualifying
dependents are also eligible for medical coverage. Approximately 70 percent of
the company's current retirees participate in the medical plans.   Plan
documents reserve the company's right to amend or terminate the plans at any
time.  Premiums charged retirees for medical coverage are based on years of
service and are adjusted annually for changes in the cost of the plans as
determined by an independent actuary.  In addition to this medical inflation
cost-sharing feature, the plans also have provisions for deductibles,
copayments, coinsurance percentages, out-of-pocket limits, schedule of
reasonable fees, managed care providers, maintenance of benefits with other
plans, Medicare carve-out and a maximum lifetime benefit of from $250,000 to
$1,000,000 per covered individual. It is the policy of the company to fund the
maximum amount deductible for income taxes into the VEBA trust established for
the Northrop Retiree Health Care Plan for Retired Employees for payment of
benefits.

                                       52

<PAGE>

     The cost to the company of these plans in each of the last three years is
shown in the following table.

<TABLE>
<CAPTION>
                                            Pension Benefits            Medical and Life Benefits
$ in millions                          1998      1997      1996          1998      1997      1996
- --------------------------------------------------------------------------------------------------
<S>                                  <C>       <C>       <C>            <C>        <C>       <C>
Components of net periodic
  benefit cost(income)
Service cost                         $   187     $ 162     $ 174        $  27     $  27     $  27
Interest cost                            642       618       570           95        98        91
Expected return on plan assets        (1,008)     (834)     (761)         (34)      (26)      (22)
Amortization of
    Prior service costs                   35        34        41
    Transition assets, net               (42)      (42)      (42)
    Net gain from previous years         (80)      (71)      (21)         (16)      (10)       (5)
- --------------------------------------------------------------------------------------------------
Net periodic benefit cost(income)    $  (266)    $(133)    $ (39)       $  72     $  89     $  91
==================================================================================================
Defined contribution plans cost      $    89     $  84     $  84
==================================================================================================
</TABLE>


     Major assumptions as of each year-end used in the accounting for the
defined-benefit plans are shown in the following table. Pension cost is
determined using all three factors as of the end of the preceding  year, whereas
the funded status of the plans, shown later, uses only the first two factors as
of the end of each year.


<TABLE>
<CAPTION>
                                                    1998   1997   1996
- -----------------------------------------------------------------------
<S>                                                 <C>    <C>    <C>
Discount rate for obligations                       6.50%  7.00%  7.50%
Rate of increase for compensation                   4.00   4.50   4.50
Expected long-term rate of return on plan assets    9.50   9.50   9.00
- -----------------------------------------------------------------------
</TABLE>


     These assumptions also were used in retiree health care and life insurance
benefit calculations with one modification. Since, unlike the pension trust, the
earnings of the VEBA trust are taxable, the above 9.5 percent expected rate of
return on plan assets was reduced accordingly to 6 percent after taxes.  A
significant factor used in estimating future per capita cost of covered health
care benefits for the company and its retirees is the health care cost trend
rate assumption. The rate used was 7 percent for 1998 and is assumed to decrease
gradually to 6 percent for 2006 and remain at that level thereafter. A one-
percentage-point change in that rate would have the following effects:

<TABLE>
<CAPTION>
                                                                1-Percentage-   1-Percentage-
$ in millions                                                   Point Increase  Point Decrease
- -----------------------------------------------------------------------------------------------
<S>                                                                   <C>             <C>
Effect on total of service and interest cost components              $ 14           $ (12)
Effect on postretirement benefit obligation                           144            (132)
</TABLE>


                                       53

<PAGE>

     The following tables set forth the funded status and amounts recognized in
the Consolidated Statements of Financial Position at each year-end for the
company's defined-benefit pension and retiree health care and life insurance
benefit plans.  Pension benefits data includes the qualified plans as well as
thirteen unfunded non-qualified plans for benefits provided to directors,
officers and employees either beyond those provided by, or payable under, the
company's main plans.

<TABLE>
<CAPTION>
                                                              Pension Benefits       Medical and Life Benefits
$ in millions                                                1998           1997         1998        1997
- ---------------------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>           <C>        <C>
Change in benefit obligation
Benefit obligation at beginning of year                    $ 9,056        $ 7,991       $ 1,443   $ 1,321
Service cost                                                   187            162            27        27
Interest cost                                                  642            618            95        98
Plan participants' contributions                                 7             10            25        28
Amendments                                                       3
Actuarial loss                                                 851            851            67        60
Benefits paid                                                 (582)          (576)          (98)      (91)
- ----------------------------------------------------------------------------------------------------------
Benefit obligation at end of year                           10,164          9,056         1,559     1,443
- ----------------------------------------------------------------------------------------------------------

Change in plan assets
Fair value of plan assets at beginning of year              10,832          9,454           538       468
Actual return on plan assets                                 1,651          1,795            61        90
Employer contributions                                         125            149            44        43
Plan participants' contributions                                 7             10            25        28
Benefits paid                                                 (582)          (576)          (98)      (91)
- ----------------------------------------------------------------------------------------------------------
Fair value of plan assets at end of year                    12,033         10,832           570       538
- ----------------------------------------------------------------------------------------------------------
Funded status                                                1,869          1,776          (989)     (905)
Unrecognized prior service cost                                200            231             2         2
Unrecognized net transition asset                             (162)          (204)
Unrecognized net gain                                       (1,723)        (2,010)         (125)     (181)
- ----------------------------------------------------------------------------------------------------------
Net asset(liability) recognized                            $   184        $  (207)      $(1,112)  $(1,084)
==========================================================================================================

Amounts recognized in the statement of
   financial position
Prepaid benefit cost                                       $   712        $   371       $         $
Accrued benefit liability                                     (528)          (578)       (1,112)   (1,084)
Additional minimum liability                                   (64)           (54)
Intangible asset                                                16             19
Accumulated other comprehensive income                          48             35
- ----------------------------------------------------------------------------------------------------------
Net asset(liability) recognized                            $   184        $  (207)      $(1,112)  $(1,084)
==========================================================================================================
</TABLE>


                                       54

<PAGE>

     For pensions plans with benefit obligations in excess of assets as of
December 31, 1998, the projected benefit obligation was $1,451 million, the
accumulated benefit obligation was $1,285 million, and the fair value of assets
was $784 million.  As of December 31, 1997, the projected benefit obligation was
$1,284 million, the accumulated benefit obligation was $1,122 million, and the
fair value of assets was $586 million.

     Pension plan assets at December 31, 1998, comprised 51 percent domestic
equity investments in listed companies (including 5 percent in Northrop Grumman
common stock); 12 percent equity investments listed on international exchanges;
26 percent in fixed income investments, principally U.S. Government securities;
3 percent in venture capital and real estate investments; and 8 percent in cash.
The investment in Northrop Grumman represents 4,111,669 shares, or 6 percent of
the company's total shares outstanding.

     Retiree health care and life insurance plan assets at December 31, 1998,
comprised 78 percent domestic equity investments in listed companies; 12 percent
equity investments on international exchanges; and 10 percent in cash and
equivalents.

COMMITMENTS AND CONTINGENCIES

The corporation and its subsidiaries have been named as defendants in various
legal actions. Based upon available information, it is the company's expectation
that those actions are either without merit or will have no material adverse
effect on the company's results of operations or financial position.

     The company has incurred costs in excess of revenues on the development and
production phases of the Joint STARS program.  The company may incur additional
losses in the future under existing production contracts as they are currently
structured.  The company has submitted Requests for Equitable Adjustment (REAs)
to the U.S. Air Force seeking additional revenue on these production contracts.
The company and the U.S. Air Force executed an Alternate Dispute Resolution
Agreement  to attempt to resolve these REAs. The parties have been engaged in
fact-finding and currently expect negotiations to begin in the second quarter of
1999.  If negotiations are not successful or become substantially delayed, the
company intends to pursue resolution in accordance with the Contract Disputes
Act.

     In accordance with company policy on environmental remediation, the
estimated cost to complete remediation has been accrued where it is probable
that the company will incur such costs in the future, including those for which
it has been named a Potentially Responsible Party by the Environmental
Protection Agency or similarly designated by other environmental agencies.  To
assess the potential impact on the company's financial statements, management
estimates the total reasonably possible remediation costs that could be incurred
by the company, taking into account currently available facts on each site as
well as the current state of technology and prior experience in remediating
contaminated sites. These estimates are reviewed periodically and adjusted to
reflect changes in facts and technical and legal circumstances. Management
estimates that at December 31, 1998, the range of reasonably possible future
costs for environmental remediation is $44 million to $79 million, of which $57
million has been accrued. Although management cannot predict whether new
information gained as projects

                                       55

<PAGE>

progress will materially affect the estimated liability accrued, management does
not anticipate that future remediation expenditures will have a material adverse
effect on the company's results of operations, financial position, or cash
flows.

     The company has entered into standby letter of credit agreements and other
arrangements with financial institutions primarily relating to the guarantee of
future performance on certain contracts.  Contingent liabilities on these
agreements aggregated approximately $800 million at December 31, 1998.

     The company has agreed to invest an additional $30 million in Kistler
Aerospace Corporation preferred stock. This investment will only be made when
Kistler Aerospace Corporation has obtained additional funding from other sources
and will represent the last increment of funding required to complete and test
the first K-1 vehicle, and is subject to the company's then determination that
the K-1 is a viable launch system.

     Minimum rental commitments under long-term noncancellable operating leases
total $315 million which is payable as follows: 1999 - $77 million, 2000 - $62
million, 2001 - $49 million, 2002 - $37 million, and 2003 - $27 million, 2004
and thereafter - $63 million.

                                       56

<PAGE>

STOCK RIGHTS

The company has a Common Stock Purchase Rights plan with one right issued in
tandem with each share of common stock.  The rights will become exercisable on
the tenth business day after a person or group has acquired 15 percent or more
of the general voting power of the company, or announces an intention to make a
tender offer for 30 percent or more of such voting power, without the prior
consent of the Board of Directors. If the rights become exercisable, a holder
will be entitled to purchase one share of common stock from the company at an
initial exercise price of  $250.

     If a person acquires more than 15 percent of the then outstanding voting
power of the company or if the company is combined with an acquiror, each right
will entitle its holder to receive, upon exercise, shares of the company's or
the acquiror's (depending upon which is the surviving company) common stock
having a value equal to two times the exercise price of the right.

     The company will be entitled to redeem the rights at $.01 per right at any
time prior to the earlier of the date that a person has acquired or obtained the
right to acquire 15 percent of the general voting power of the company or the
expiration of the rights in October 2008. The rights are not exercisable until
after the date on which the company's prerogative to redeem the rights has
expired. The rights do not have voting or dividend privilege and cannot be
traded independently from the company's common stock until such time as they
become exercisable.

STOCK COMPENSATION PLANS

At December 31, 1998, Northrop Grumman had two stock-based compensation plans --
the 1993 Long-Term Incentive Stock Plan (LTISP) applicable to employees and the
1995 Stock Option Plan for Non-Employee Directors (SOPND).  The LTISP contains
change in control provisions which were activated in February 1998 upon approval
by the shareholders of the proposed merger of the company with Lockheed Martin
Corporation.  As a result, all unvested stock awards were immediately vested.

     The LTISP permits grants to key employees of three general types of stock
incentive awards:  stock options, stock appreciation rights (SARs) and stock
awards.  Under the LTISP, each stock option grant is made with an exercise price
either at the closing price of the stock on the date of grant (market options)
or at a premium over the closing price of the stock on the date of grant
(premium options).  Options generally vest in 25 percent increments two, three,
four and five years from the grant date and expire ten years after the grant
date.  No SARs have been granted under the LTISP.  Stock awards, in the form of
restricted performance stock rights, are granted to key employees without
payment to the company.  Recipients of the rights earn shares of stock based on
a total-shareholder-return measure of performance over a five-year period with
interim distributions three and four years after grant.  If at the end of the
five-year period the performance objectives have not been met, unearned rights,
up to 70 percent of the original grant for most recipients, will be forfeited.
Termination of employment can result in forfeiture of some or all of  the
benefits extended under the plan.  Each year 1.5% of the company's total issued
and outstanding common stock at the end of the preceding fiscal year become
available for issuance pursuant to incentive awards.  During 1998, a number of
awards granted under the LTISP contained terms, including limitations and
conditions on exercisability and vesting, that took into account and were
predicated upon future annual share availability.

                                       57

<PAGE>

     The SOPND permits grants of stock options to nonemployee directors.  Each
grant of a stock option is made at the closing market price on the date of the
grant, is immediately exercisable, and expires ten years after the grant date.
At December 31, 1998, 259,500 shares were available for future grants under the
SOPND.

     The company applies Accounting Principles Board Opinion 25 - Accounting for
Stock Issued to Employees and related Interpretations in accounting for awards
made under the plans.  When stock options are exercised, the amount of the cash
proceeds to the company is recorded as an increase to paid-in capital.  No
compensation expense is recognized in connection with stock options.
Compensation expense for restricted performance stock rights is estimated and
accrued over the vesting period.  The fixed 30 percent minimum distribution
portion is recorded at grant value and the variable portion is recorded at
market value.  Compensation expense recognized for stock awards was $163 million
in 1998, $57 million in 1997, and $25 million in 1996.

     Stock option activity for the last three years is summarized below:

<TABLE>
<CAPTION>
                                                                            Weighted-
                                                                              Average
                                                                 Shares      Exercise         Shares
                                                           Under Option        Prices    Exercisable
<S>                                                               <C>           <C>            <C>
- -----------------------------------------------------------------------------------------------------
Outstanding at December 31, 1995                              3,429,681          $35        1,212,290
  Granted, market options                                     1,048,640           76
  Cancelled                                                    (190,041)          31
  Exercised                                                    (261,008)          28
- -----------------------------------------------------------------------------------------------------
Outstanding at December 31, 1996                              4,027,272           47        1,384,026
  Granted, market options                                        15,000           85
  Cancelled                                                    (100,932)          58
  Exercised                                                    (570,182)          34
- -----------------------------------------------------------------------------------------------------
Outstanding at December 31, 1997                              3,371,158           49        1,556,475
  Granted, market options                                       992,000           74
  Granted, premium options                                    1,986,450           95
  Cancelled                                                      (5,700)          65
  Exercised                                                    (766,182)          48
- -----------------------------------------------------------------------------------------------------
Outstanding at December 31, 1998                              5,577,726           70        2,624,276
=====================================================================================================
</TABLE>


     Had compensation expense been determined based on the fair value at the
grant dates for stock option awards granted in 1998, 1997 and 1996, consistent
with the method of Financial Accounting Standards Board Statement 123 -
Accounting for Stock Based Compensation, net income, basic earnings per share,
and diluted earnings per share in 1998 would have been lower by $5 million,
seven cents and seven cents, respectively. For 1997 net income, basic earnings
per share and diluted earnings per share would have been lower by $5 million,
eight cents and eight cents, respectively. For 1996 net income, basic earnings
per share and diluted earnings per share would have been lower by $2 million,
three cents, and four cents, respectively. These amounts were determined using
weighted-average per share fair values for premium options granted in 1998 of
$15 and for market options granted in 1998, 1997 and 1996 of $20, $25 and $24,
respectively. The fair value of each option grant was estimated on the date of
grant using the Black-Scholes option-pricing model based on an expected life of
six years and for 1998, 1997 and 1996, respectively, the following additional
assumptions: dividend yield -1.9 percent, 1.9 percent and 2.1 percent; expected
volatility -27 percent, 22 percent and 28 percent; and risk-free interest rate
- -4.4 percent, 6.7 percent and 6.2 percent.

                                       58

<PAGE>

     At December 31, 1998, the following stock options were outstanding:

<TABLE>
<CAPTION>
                                    Options Outstanding                          Options Exercisable
                   ------------------------------------------------          -------------------------
                                            Weighted-     Weighted-                          Weighted-
Range of                Number                Average       Average                Number      Average
Exercise           Outstanding              Remaining      Exercise           Exercisable     Exercise
Prices             at 12/31/98       Contractual Life        Prices           at 12/31/98       Prices
- --------------------------------------------------------------------         -------------------------
<S>                    <C>                    <C>                <C>                <C>          <C>
$16 to 35              730,500              1.9 years          $ 20               730,500         $ 20
 36 to 55              625,529              5.7 years            41               625,529           41
 56 to 75            1,517,247              8.9 years            68               540,247           58
 76 to 95            1,647,892              9.1 years            85               703,000           81
 96 to 118           1,056,558             10.0 years           101                25,000          104
                    ----------                                                -----------
                     5,577,726                                                  2,624,276
                    ==========                                                ===========
</TABLE>


     Restricted performance stock rights were granted with weighted-average
grant-date fair values per share as follows:  1998 - 794,050 at $73; 1997 -
7,700 at $80; and 1996 - 802,800 at $81.

                                       59

<PAGE>

UNAUDITED SELECTED QUARTERLY DATA

Quarterly financial results are set forth in the following tables together with
dividend and common stock price data.


<TABLE>
<CAPTION>
1998 Quarters
$ in millions, except per share            4          3         2         1
- ----------------------------------------------------------------------------
<S>                                 <C>        <C>       <C>       <C>
Net sales                           $  2,536   $  2,213  $  2,139  $  2,014
Operating margin                         103        238       208       207
Net income(loss)                          (3)       116        93       (12)
Basic earnings(loss) per share          (.04)      1.68      1.36      (.18)
Diluted earnings(loss) per share        (.04)      1.67      1.34      (.18)
Dividend per share                       .40        .40       .40       .40
Stock price:
High                                      84    108 5/8   110 3/4       139
Low                                  68 7/16    59 5/16   97 3/16   102 3/4
- ----------------------------------------------------------------------------
</TABLE>


     Operating margin in the fourth quarter of 1998 includes charges of
$104 million related to the 747 fuselage program and $21 million due to an
increase in the cost estimate to complete work on the test phase of development
for the Directional Infrared Countermeasures (DIRCM) program.  The Boeing 747
charge resulted from a reduction in future fuselage deliveries that caused an
increase in the estimated cost to complete work on the current production block
and a charge to operations of certain nonrecurring costs for the Accurate
Fuselage Assembly (AFA) precision manufacturing system, which are no longer
considered recoverable from sales of future deliveries.  Pretax costs of $16
million and $42 million are included in the third and fourth quarter,
respectively, related to activities to realign operating units, consolidate
facilities and exit certain business areas.  Cumulative margin rate adjustments
on the Joint STARS and E-2C programs reduced operating margin in the second
quarter by $25 million.  Charges related to the company's terminated merger with
Lockheed Martin Corporation of $180 million and $6 million were recorded in the
first and second quarter, respectively.  Included in the 1998 fourth quarter
results is the write off of the company's $30 million investment comprised of
advances on behalf of the Kistler Aerospace Corporation.  The write off
resulted from the company's assessment that the near-term likelihood of Kistler
obtaining additional financing made recovery of the investment uncertain.

                                       60

<PAGE>


<TABLE>
<CAPTION>
1997 Quarters

$ in millions, except per share             4         3        2        1
- -------------------------------------------------------------------------
<S>                                   <C>         <C>       <C>      <C>
Net sales                          $    2,510  $  2,297  $ 2,228  $ 2,118
Operating margin                          246       205      233      196
Net income                                117        98      108       84
Basic earnings per share                 1.75      1.46     1.62     1.27
Diluted earnings per share               1.71      1.44     1.59     1.25
Dividend per share                        .40       .40      .40      .40
Stock price:
High                                123 13/16   127 7/8   89 3/4   82 5/8
Low                                   100 7/8    87 1/2   71 7/8   71 3/8
- -------------------------------------------------------------------------
</TABLE>


     Operating margin in the fourth quarter of 1997 includes a $55 million
positive cumulative margin rate adjustment on the B-2 production contract and a
$27 million mark-to-market charge for restricted performance stock rights.
Charges of $20 million and $13 million were recorded in the fourth and first
quarters, respectively, related to increases in the cost estimate to complete
the company's work on the DIRCM program.  In the third quarter, operating margin
was reduced by a $53 million cumulative margin rate adjustment on the Joint
STARS program.

    The corporation's common stock is traded on the New York and Pacific Stock
Exchanges (trading symbol NOC). The approximate number of holders of record of
the corporation's common stock at  March 1, 1999, was 11,779.

                                       61

<PAGE>


INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholders
Northrop Grumman Corporation
Los Angeles, California

     We have audited the accompanying consolidated statements of financial
position of Northrop Grumman Corporation and Subsidiaries as of December 31,
1998 and 1997, and the related consolidated statements of income, comprehensive
income, changes in shareholders' equity, and cash flows for  each of the three
years in the period ended December 31, 1998.  Our audit also included the
financial statement schedule listed in the Index at Item 14. These financial
statements and financial statement schedule are the responsibility of the
company's management. Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Northrop Grumman Corporation
and Subsidiaries at December 31, 1998 and 1997, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1998 in conformity with generally accepted accounting principles.
Also, in our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.



Deloitte & Touche LLP
Los Angeles, California
March 17, 1999


                                       62

<PAGE>


I
tem 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

No information is required in response to this Item.


                                   PART III


Item 10. Directors and Executive Officers of the Registrant

     The information as to Directors will be incorporated herein by reference to
the Proxy Statement for the 1999 Annual Meeting of Stockholders to be filed
within 120 days after the end of the company's fiscal year.


Item 11. Executive Compensation

     The information as to Executive Compensation will be incorporated herein by
reference to the Proxy Statement for the 1999 Annual Meeting of Stockholders to
be filed within 120 days after the end of the company's fiscal year.


Item 12. Security Ownership of Certain Beneficial Owners and Management

     The information as to Security Ownership of Certain Beneficial Owners and
Management will be incorporated herein by reference to the Proxy Statement for
the 1999 Annual Meeting of Stockholders to be filed within 120 days after the
end of the company's fiscal year.


Item 13.  Certain Relationships and Related Transactions

     The information as to Certain Relationships and Related Transactions will
be incorporated herein by reference to the Proxy Statement for the 1999 Annual
Meeting of Stockholders to be filed within 120 days after the end of the
company's fiscal year.


Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)  1.  Financial Statements
         Consolidated Statements of Financial Position
         Consolidated Statements of Income
         Consolidated Statements of Changes in Shareholders' Equity
         Consolidated Statements of Cash Flows

         Notes to Consolidated Financial Statements

         Independent Auditors' Report

     2.  Financial Statement Schedule
 
        Schedule II -Valuation and Qualifying Accounts

     All other schedules are omitted either because they are not applicable or
not required or because the required information is included in the financial
statements or notes thereto.

     Separate financial statements of the parent company are omitted since it is
primarily an operating company and minority equity interests in and/or
nonguaranteed long-term debt of subsidiaries held by others than the company are
in amounts which together do not exceed 5 percent of the total consolidated
assets at December 31, 1998.

(b)  No reports on Form 8-K were filed during the last quarter of the period
     covered by this report.

                                       63

<PAGE>

Exhibits

3(a)  Certificate of Incorporation, as amended (incorporated by reference to
      Form S-3 Registration Statement, filed August 18, 1994)

3(b)  Northrop Grumman Corporation Bylaws, as amended and restated December 16,
      1998.

4(a)  Common Stock Purchase Rights Agreement (incorporated by reference to Form
      8-A filed November 13, 1998)

4(b)  Indenture Agreement dated as of October 15, 1994 (incorporated by
      reference to Form 8-K filed October 25, 1994)

4(c)  Form of Officer's Certificate (without exhibits) establishing the terms of
      Northrop Grumman Corporation's 7% Notes Due 2006, 7 3/4% Debentures Due
      2016 and 7 7/8% Debentures Due 2026 (incorporated by reference to Form S-4
      Registration Statement, filed April 19, 1996)

4(d)  Form of Northrop Grumman Corporation's 7% Notes Due 2006 (incorporated by
      reference to Form S-4 Registration Statement, filed April 19, 1996)

4(e)  Form of Northrop Grumman Corporation's 7 3/4% Debentures Due 2016
      (incorporated by reference to Form S-4 Registration Statement, filed April
      19, 1996)

4(f)  Form of Northrop Grumman Corporation's 7 7/8% Debentures Due 2026
      (incorporated by reference to Form S-4 Registration Statement, filed April
      19, 1996)

10(a) Second Amended and Restated Credit Agreement dated as of April 15, 1994,
      Amended and Restated as of March 1, 1996 among Northrop Grumman
      Corporation, Bank of America National Trust and Savings Association, as
      Documentation Agent, Chemical Securities, Inc., as Syndication Agent, The
      Chase Manhattan Bank (National Association), as Administrative Agent, and
      the Banks Signatories thereto (incorporated by reference to Form 8-K,
      filed March 18, 1996), and amended as of November 1, 1996 (incorporated by
      reference to Form 10-K filed February 25, 1997)

10(b) Uncommitted Credit Facility dated October 10, 1994, between Northrop
      Grumman Corporation and Wachovia Bank of Georgia, N.A., which is
      substantially identical to facilities between Northrop Grumman Corporation
      and certain banks some of which are parties to the Credit Agreement filed
      as Exhibit 10(a) hereto (incorporated by reference to Form 10-K filed
      February 22, 1996)


10(c) 1973 Incentive Compensation Plan as amended December 16, 1998.

10(d) 1973 Performance Achievement Plan (incorporated by reference to Form 8-B
      filed June 21, 1985)

10(e) Northrop Supplemental Plan 2 (incorporated by reference to Form 10-K filed
      February 22, 1996) and amended as of June 19, 1996. (incorporated by
      reference to Form 10-K filed March 30, 1998)

10(f) Northrop Grumman Corporation ERISA Supplemental Plan I (incorporated by
      reference to Form 10-K filed February 28, 1994)

10(g) Retirement Plan for Independent Outside Directors as amended April 24,
      1998.

10(h) 1987 Long-Term Incentive Plan, as amended (incorporated by reference to
      Form SE filed March 30, 1989)

10(i) Executive Life Insurance Policy (incorporated by reference to Form 10-K
      filed February 22, 1996)

                                       64

<PAGE>

10(j) Executive Accidental Death, Dismemberment and Plegia Insurance Policy
      (incorporated by reference to Form 10-K filed February 22, 1996)

10(k) Executive Long-Term Disability Insurance Policy (incorporated by reference
      to Form 10-K filed February 22, 1996)

10(l) Key Executive Medical Plan Benefit Matrix (incorporated by reference to
      Form 10-K filed February 22, 1996)

10(m) Executive Dental Insurance Policy Group Numbers 5134 and 5135
      (incorporated by reference to Form 10-K filed February 22, 1996)

10(n) Group Excess Liability Policy (incorporated by reference to Form 10-K
      filed February 22, 1996)

10(o) Northrop Grumman 1993 Long-Term Incentive Stock Plan, as amended and
      restated (incorporated by reference to Northrop Grumman Corporation Form
      S- 8 Registration Statement filed November 25, 1998.)

10(p) Northrop Corporation 1993 Stock Plan for Non-Employee Directors
      (incorporated by reference to Northrop Corporation 1993 Proxy Statement
      filed March 30, 1993), amended as of September 21, 1994 (incorporated by
      reference to Form 10-K filed March 21, 1995)

10(q) Northrop Grumman Corporation 1995 Stock Option Plan for Non-Employee
      Directors (incorporated by reference to 1995 Proxy Statement filed March
      30, 1995)

10(r) Form of Northrop Grumman Corporation Special Agreement (incorporated by
      reference to Form 10-K filed February 25, 1997), as amended August 1997,
      December 1997 (with respect to Richard B. Waugh, Jr.) and February 1998
      (incorporated by reference to Form 10-K filed March 30, 1998)

10(s) Executive Deferred Compensation Plan (effective December 29,
      1994)(incorporated by reference to Form 10-K filed February 25, 1997)

10(t) Northrop Grumman Corporation Non-Employee Directors Equity Participation
      Plan, as amended December 16, 1998.

10(u) CPC Supplemental Executive Retirement Program (incorporated by reference
      to Form 10-K filed March 30, 1998)

10(v) Form of Ownership Retention Agreement and Amendment No.1 by letter dated
      April 18, 1998 (incorporated by reference to 10-Q filed April 24, 1998)

10(w) Master Escrow Agreement and Master Escrow Agreement Clarification dated
      April 8, 1998 (incorporated by reference to 10-Q filed April 24, 1998)

10(x) Northrop Grumman 1998 Restricted Stock Rights Plan (incorporated by
      reference to Form S-8 Registration Statement filed November 25, 1998)

10(y) Northrop Grumman Corporation Change-In-Control Severance Plan, as amended
      November 18, 1998.

 21   Subsidiaries

 23   Independent Auditors' Consent

 24   Power of Attorney

 27   Financial Data Schedule

                                       65

<PAGE>


                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 22nd day of March
1999.



                           Northrop Grumman Corporation

                       By:         Nelson F. Gibbs
                           ----------------------------------------
                                   Nelson F. Gibbs
                            Corporate Vice President and Controller
                               (Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed on behalf of the registrant this the 22nd day of March 1999, by
the following persons and in the capacities indicated.


<TABLE>
<CAPTION>

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

Jack R. Borsting*              Director
John T. Chain, Jr.*            Director
Jack Edwards*                  Director
Phillip Frost*                 Director
Robert A. Lutz*                Director
Aulana L. Peters*              Director
John E. Robson*                Director
Richard R. Rosenberg*          Director
John Brooks Slaughter*         Director
Richard J. Stegemeier*         Director
Richard B. Waugh, Jr.*         Corporate Vice President and Chief
                                Financial Officer
                                   (Principal Financial Officer)
</TABLE>


*By   John H. Mullan
     --------------------------------------------------
      John H. Mullan
      Attorney-in-Fact
     pursuant to a power of attorney

                                       66

<PAGE>

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                             (Dollars in Thousands)


<TABLE>
<CAPTION>
               COL. A                    COL. B       COL. C        COL. D       COL. E
             ----------                ----------  ------------  -------------  ---------
                                                                     Other
                                       Balance at                  Changes--     Balance
           Classification              Beginning    Additions         Add        at End
                                       of Period    At Cost(2)    (Deduct)(1)   of Period
                                       ----------  ------------  -------------  ---------
<S>                                        <C>         <C>           <C>            <C>
Description:

Year ended December 31, 1996
  Reserves and allowances deducted
   from asset accounts:
    Allowances for doubtful amounts..     $74,574    $21,929     $ (41,058)       $55,445

Year ended December 31, 1997
  Reserves and allowances deducted
   from asset accounts:
    Allowances for doubtful amounts..     $55,445    $17,279     $ (17,746)       $54,978

Year ended December 31, 1998
  Reserves and allowances deducted
   from asset accounts:
    Allowances for doubtful amounts..     $54,978    $ 8,076     $ (16,013)       $47,041
</TABLE>

___________
(1)  Uncollectible amounts written off, net of recoveries.
(2)  Additions include allowances for bad debts from acquired companies of
     $5,951 in 1996.

                                       67

<PAGE>

                         INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in Registration Statements Nos.
333-68029 and 333-68003 of Northrop Grumman Corporation on Form S-8 of our
report dated March 17, 1999 appearing in this Annual Report on Form 10-K of
Northrop Grumman Corporation for the year ended December 31, 1998.



DELOITTE & TOUCHE LLP
Los Angeles, California
March 22, 1999

                                       68








                                                                    EXHIBIT 3(b)
                                    BYLAWS
                                      OF
                         NORTHROP GRUMMAN CORPORATION
                           (A Delaware Corporation)


                                   ARTICLE I

                                    OFFICES

     Section 1.01. REGISTERED OFFICE. The registered office of Northrop Grumman
Corporation (the "Corporation") in the State of Delaware shall be at Corporation
Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, and
the name of the registered agent at that address shall be The Corporation Trust
Company.

     Section 1.02. PRINCIPAL EXECUTIVE OFFICE. The principal executive office of
the Corporation shall be located at 1840 Century Park East, Los Angeles,
California 90067. The Board of Directors of the Corporation (the "Board of
Directors") may change the location of said principal executive office .

     Section 1.03. OTHER OFFICES. The Corporation may also have an office or
offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors may from time to time determine or as the
business of the Corporation may require.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 2.01. ANNUAL MEETINGS. The annual meeting of stockholders of the
Corporation shall be held between May 1 and July 1 of each year on such date and
at such time as the Board of Directors shall determine. At each
 annual meeting
of stockholders, directors shall be elected in accordance with the provisions of
Section 3.04 hereof and any other proper business may be transacted.

     Section 2.02. SPECIAL MEETINGS. Special meetings of stockholders for any
purpose or purposes may be called at any time by a majority of the Board of
Directors, the Chairman of the Board, or by the President and Chief Executive
Officer. Special meetings may not be called by any other person or persons. Each
special meeting shall be held at such date and time as is requested by the
person or persons calling the meeting, within the limits fixed by law.

     Section 2.03. PLACE OF MEETINGS. Each annual or special meeting of
stockholders shall be held at such location as may be determined by the Board of
Directors or, if no such determination is made, at such place as may be
determined by the Chairman of the Board. If no location is so determined, any
annual or special meeting shall be held at the principal executive office of the
Corporation.

     Section 2.04.  NOTICE OF MEETINGS.  Written notice of each annual or
special meeting of stockholders stating the date and time when, and the place
where, it is to be held shall be delivered either personally or by mail to
stockholders entitled to vote at such meeting not less than ten (10) nor more
than sixty (60) days before the date of the meeting.  The purpose or purposes
for which the meeting is called may, in the case of an annual meeting, and
shall, in the case of a special meeting, also be stated.  If mailed, such notice
shall be directed to a stockholder at his address as it shall appear on the
stock books of the Corporation, unless he shall have filed with the Secretary of
the Corporation a written request that notices intended for him be mailed to
some other address, in which case such notice shall be mailed to the address
designated in such request.

     Section 2.05.  CONDUCT OF MEETINGS.  All annual and special meetings
of stockholders shall be conducted in accordance with such rules and procedures
as the Board of Directors may determine subject to the requirements of
applicable law and, as to matters not governed by such rules and procedures, as
the chairman of such meeting shall determine.  The chairman of any annual or
special meeting of stockholders shall be the Chairman of the Board.  The
Secretary, or in the absence of the Secretary, a person designated by the
Chairman of the Board, shall act as secretary of the meeting.

                                       1

<PAGE>

     Section 2.06 NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS. Nominations of
persons for election to the Board and the proposal of business to be transacted
by the stockholders may be made at an annual meeting of stockholders (a)
pursuant to the Corporation's notice with respect to such meeting, (b) by or at
the direction of the Board or (c) by any stockholder of record of the
Corporation who was a stockholder of record at the time of the giving of the
notice provided for in the following paragraph, who is entitled to vote at the
meeting and who has complied with the notice procedures set forth in this
section.

     For nominations or other business to be properly brought before an annual
meeting by a stockholder pursuant to clause (c) of the foregoing paragraph, (1)
the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation, (2) such business must be a proper matter for
stockholder action under the General Corporation Law of the State of Delaware,
(3) if the stockholder, or the beneficial owner on whose behalf any such
proposal or nomination is made, has provided the Corporation with a Solicitation
Notice, as that term is defined in subclause (c)(iii) of this paragraph, such
stockholder or beneficial owner must, in the case of a proposal, have delivered
a proxy statement and form of proxy to holders of at least the percentage of the
Corporation's voting shares required under applicable law to carry any such
proposal, or, in the case of a nomination or nominations, have delivered a proxy
statement and form of proxy to holders of a percentage of the Corporation's
voting shares reasonably believed by such stockholder or beneficial holder to be
sufficient to elect the nominee or nominees proposed to be nominated by such
stockholder, and must, in either case, have included in such materials the
Solicitation Notice and (4) if no Solicitation Notice relating thereto has been
timely provided pursuant to this section, the stockholder or beneficial owner
proposing such business or nomination must not have solicited a number of
proxies sufficient to have required the delivery of such a Solicitation Notice
under this section. To be timely, a stockholder's notice shall be delivered to
the Secretary at the principal executive offices of the Corporation not less
than 45 or more than 75 days prior to the first anniversary (the "Anniversary")
of the date on which the Corporation first mailed its proxy materials for the
preceding year's annual meeting of stockholders; provided, however, that if the
date of the annual meeting is advanced more than 30 days prior to or delayed by
more than 30 days after the anniversary of the preceding year's annual meeting,
notice by the stockholder to be more timely must be so delivered not later than
the close of business on the later of (i) the 90/th/ day prior to such annual
meeting or (ii) the 10/th/ day following the day on which public announcement of
the date of such meeting is first made. In no event shall the public
announcement of an adjournment of an annual meeting commence a new time period
for the filing of a stockholder's notice as described herein. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or reelection as a director all information relating to
such person as would be required to be disclosed in solicitations of proxies for
the election of such nominees as directors pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule 14a-11
thereunder (including such person's written consent to serve as a director if
elected); (b) as to any other business that the stockholder proposes to bring
before the meeting, a brief description of such business, the reasons for
conducting such business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on whose behalf
the proposal is made; (c) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made (i)
the name and address of such stockholder, as they appear on the Corporation's
books, and of such beneficial owner, (ii) the class and number of shares of the
Corporation that are owned beneficially and of record by such stockholder and
such beneficial owner, and (iii) whether either such stockholder or beneficial
owner intends to deliver a proxy statement and form of proxy to holders of, in
the case of a proposal, at least the percentage of the Corporation's voting
shares required under applicable law to carry the proposal or, in the case of a
nomination or nominations, a sufficient number of holders of the Corporation's
voting shares to elect such nominee or nominees (an affirmative statement of
such intent, a "Solicitation Notice").

     Notwithstanding anything in the second sentence of the second paragraph of
this Section 2.06 to the contrary, in the event that the number of directors to
be elected to the Board is increased and there is no public announcement naming
all of the nominees for director or specifying the size of the increased Board
made by the Corporation at least 55 days prior to the Anniversary, a
stockholder's notice required by this Bylaw shall also be considered timely, but
only with respect to nominees for any new positions created by such increase, if
it shall be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 10/th/ day following the
day on which such public announcement is first made by the Corporation.

                                       2

<PAGE>

     Only persons nominated in accordance with the procedures set forth in
this Section 2.06 shall be eligible to serve as directors and only such business
shall be conducted at an annual meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
section.  The chair of the meeting shall have the power and the duty to
determine whether a nomination or any business proposed to be brought before the
meeting has been made in accordance with the procedures set forth in these
Bylaws and, if any proposed nomination or business is not in compliance with
these Bylaws, to declare that such defective proposed business or nomination
shall not be presented for stockholder action at the meeting and shall be
disregarded.

     Only such business shall be conducted at a special meeting of stockholders
as shall have been brought before the meeting pursuant to the Corporation's
notice of meeting. Nominations of persons for election to the Board may be made
at a special meeting of stockholders at which directors are to be elected
pursuant to the Corporation's notice of meeting (a) by or at the direction of
the Board or (b) by any stockholder of record of the Corporation who is a
stockholder of record at the time of giving of notice provided for in this
paragraph, who shall be entitled to vote at the meeting and who complies with
the notice procedures set forth in this Section 2.06. Nominations by
stockholders of persons for election to the Board may be made at such a special
meeting of stockholders if the stockholder's notice required by the second
paragraph of this Section 2.06 shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the later of the 90/th/ day prior to such special meeting or the
10/th/ day following the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the Board to be
elected at such meeting.

     For purposes of this section, "public announcement" shall mean disclosure
in a press release reported by the Dow Jones News Service, Associated Press or a
comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

     Notwithstanding the foregoing provisions of this Section 2.06, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in this Section 2.06. Nothing in this Section 2.06 shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.

     Section 2.07. QUORUM. At any meeting of stockholders, the presence, in
person or by proxy, of the holders of record of a majority of shares then issued
and outstanding and entitled to vote at the meeting shall constitute a quorum
for the transaction of business; provided, however, that this Section 2.07 shall
not affect any different requirement which may exist under statute, pursuant to
the rights of any authorized class or series of stock, or under the Certificate
of Incorporation of the Corporation (the "Certificate") for the vote necessary
for the adoption of any measure governed thereby. In the absence of a quorum,
the stockholders present in person or by proxy, by majority vote and without
further notice, may adjourn the meeting from time to time until a quorum is
attained. At any reconvened meeting following such an adjournment at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified.

     Section 2.08. VOTES REQUIRED. A majority of the votes cast at a duly called
meeting of stockholders, at which a quorum is present, shall be sufficient to
take or authorize action upon any matter which may properly come before the
meeting, unless the vote of a greater or different number thereof is required by
statute, by the rights of any authorized class of stock or by the Certificate.
Unless the Certificate or a resolution of the Board of Directors adopted in
connection with the issuance of shares of any class or series of stock provides
for a greater or lesser number of votes per share, or limits or denies voting
rights, each outstanding share of stock, regardless of class, shall be entitled
to one vote on each matter submitted to a vote at a meeting of stockholders.

     Section 2.09. PROXIES. A stockholder may vote the shares owned of record by
him either in person or by proxy executed in writing (which shall include
writings sent by telex, telegraph, cable or facsimile transmission) by the
stockholder himself or by his duly authorized attorney-in-fact. No proxy shall
be valid after three (3) years from its date, unless the proxy provides for a
longer period. Each proxy shall be in writing, subscribed by the stockholder or
his duly authorized attorney-in-fact, and dated, but it need not be sealed,
witnessed or acknowledged.

                                       3

<PAGE>

     Section 2.10. STOCKHOLDER ACTION. Any action required or permitted to be
taken by the stockholders of the Corporation must be effected at a duly called
annual meeting or special meeting of stockholders of the Corporation, unless
such action requiring or permitting shareholder approval is approved by a
majority of the Continuing Directors (as defined in the Certificate), in which
case such action may be authorized or taken by the written consent of the
holders of outstanding shares of stock having not less than the minimum voting
power that would be necessary to authorize or take such action at a meeting of
stockholders at which all shares entitled to vote thereon were present and
voted, provided all other requirements of applicable law and the Certificate
have been satisfied.

     Section 2.11. LIST OF STOCKHOLDERS. The Secretary of the Corporation shall
prepare and make (or cause to be prepared and made), at least ten (10) days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order and showing the
address of, and the number of shares registered in the name of, each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten (10) days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the duration thereof, and may be inspected by any stockholder
who is present.

     Section 2.12. INSPECTORS OF ELECTION. In advance of any meeting of
stockholders, the Board of Directors may appoint Inspectors of Election to act
at such meeting or at any adjournment or adjournments thereof. If such
Inspectors are not so appointed or fail or refuse to act, the chairman of any
such meeting may (and, upon the demand of any stockholder or stockholder's
proxy, shall) make such an appointment.

     The number of Inspectors of Election shall be one (1) or three (3). If
there are three (3) Inspectors of Election, the decision, act or certificate of
a majority shall be effective and shall represent the decision, act or
certificate of all. No such Inspector need be a stockholder of the Corporation.

     The Inspectors of Election shall determine the number of shares
outstanding, the voting power of each, the shares represented at the meeting,
the existence of a quorum and the authenticity, validity and effect of proxies;
they shall receive votes, ballots or consents, hear and determine all challenges
and questions in any way arising in connection with the right to vote, count and
tabulate all votes or consents, determine when the polls shall close and
determine the result; and finally, they shall do such acts as may be proper to
conduct the election or vote with fairness to all stockholders. On request, the
Inspectors shall make a report in writing to the secretary of the meeting
concerning any challenge, question or other matter as may have been determined
by them and shall execute and deliver to such secretary a certificate of any
fact found by them.

                                  ARTICLE III

                                   DIRECTORS

     Section 3.01. POWERS. The business and affairs of the Corporation shall be
managed by and be under the direction of the Board of Directors. The Board of
Directors shall exercise all the powers of the Corporation, except those that
are conferred upon or reserved to the stockholders by statute, the Certificate
or these Bylaws.

     Section 3.02. NUMBER. Except as otherwise fixed pursuant to the provisions
of Section 2 of Article Fourth of the Certificate in connection with rights to
elect additional directors under specified circumstances which may be granted to
the holders of any class or series of Preferred Stock, par value One Dollar
($1.00) per share of the Corporation ("Preferred Stock"), the number of
directors shall be fixed from time to time by resolution of the Board of
Directors but shall not be less than three (3). The Board of Directors, as of
May 17, 1989, and thereafter, shall consist of fourteen (14) directors until
changed as herein provided.

     Section 3.03. INDEPENDENT OUTSIDE DIRECTORS. At least sixty percent (60%)
of the members of the Board of Directors of the Corporation shall at all times
be "Independent Outside Directors", which term is hereby defined to mean any
director who:

                                       4

<PAGE>

     1.  has not in the last five (5) years been an officer or employee of the
Corporation or any of its subsidiaries or affiliates; and

     2.  is not related to an officer of the Corporation (or an officer of
any of the Corporation's parents, subsidiaries or affiliates) by blood, marriage
or adoption (except relationships more remote than first cousin); and

     3. is not, and has not within the last two (2) years been, an officer,
director or employee of,and does not own, and has not within the last two (2)
years owned, directly or indirectly, in excess of one percent (1%) of any firm,
corporation or other business or professional entity which has made or proposes
to make during either the Corporation's or such entity's last or next fiscal
year payments for property or services in excess of one percent (1%) of the
gross revenues either of the Corporation for its last fiscal year or of such
entity for its last fiscal year, but excluding payments determined by
competitive bids, public utility services at rates set by law or government
authority, or payments arising solely from the ownership of securities, or to
which the Corporation was indebted at any time during the Corporation's last
fiscal year in an aggregate amount in excess of one percent (1%) of the
Corporation's total assets at the end of such fiscal year or Five Million
Dollars ($5,000,000), whichever is less, but excluding debt securities which
have been publicly offered or which are publicly traded; and

     4.  is not a director, partner, officer or employee of an investment
banking firm which has performed services for the Corporation in the last two
(2) years or which the Corporation proposes to have perform services in the next
year other than as a participating underwriter in a syndicate; and

     5.  is not a control person of the Corporation (other than as a director
of the Corporation) as defined by the regulations of the Securities and
Exchange Commission.

     Section 3.04. ELECTION AND TERM OF OFFICE. Except as provided in Section
3.07 hereof and subject to the right to elect additional directors under
specified circumstances which may be granted, pursuant to the provisions of
Section 2 of Article Fourth of the Certificate, to the holders of any class or
series of Preferred Stock, directors shall be elected by the stockholders of the
Corporation. The Board of Directors shall be and is divided into three classes:
Class I, Class II and Class III. The number of directors in each class shall be
the whole number contained in the quotient obtained by dividing the authorized
number of directors (fixed pursuant to Section 3.02 hereof) by three. If a
fraction is also contained in such quotient, then additional directors shall be
apportioned as follows: if such fraction is one-third, the additional director
shall be a member of Class I; and if such fraction is two-thirds, one of the
additional directors shall be a member of Class I and the other shall be a
member of Class II. Each director shall serve for a term ending on the date of
the third annual meeting of stockholders of the Corporation following the annual
meeting at which such director was elected; provided, however, that the
directors first elected to Class I shall serve for a term ending on the date of
the annual meeting next following the end of the calendar year 1985, the
directors first elected to Class II shall serve for a term ending on the date of
the second annual meeting next following the end of the calendar year 1985 and
the directors first elected to Class III shall serve for a term ending on the
date of the third annual meeting next following the end of the calendar year
1985.

     Notwithstanding the foregoing provisions of this Section 3.04: each
director shall serve until his successor is elected and qualified or until his
death, resignation or removal; no decrease in the authorized number of directors
shall shorten the term of any incumbent director; and additional directors,
elected pursuant to Section 2 of Article Fourth of the Certificate in connection
with rights to elect such additional directors under specified circumstances
which may be granted to the holders of any class or series of Preferred Stock,
shall not be included in any class, but shall serve for such term or terms and
pursuant to such other provisions as are specified in the resolution of the
Board of Directors establishing such class or series.

     Nominations for the election of directors may be made by the Board or
a committee thereof or by any stockholder entitled to vote in the election of
directors; provided, however, that a stockholder may nominate a person for
election as a director at a meeting only if written notice of such stockholder's
intent to make such nomination has been given by such stockholder to, and
received by, the Secretary of the Corporation at the principal executive offices
of the Corporation not less than sixty (60) days nor more than ninety (90) days
prior to the meeting;  provided, however, that (a) in the event that less than
seventy (70) days' notice or prior public disclosure of the date of the

                                       5

<PAGE>

meeting is given or made to stockholders, notice by the stockholder to be timely
must be so received not later than the close of business on the 10th day
following the date on which such notice of the date of the meeting was mailed or
such public disclosure was made, whichever first occurs; and (b) in the event
that less than seventy (70) days shall remain from the date of public disclosure
of the adoption of this bylaw provision to the date of any meeting, notice by
the stockholder to be timely with respect to such meeting must be so received
not later than the close of business on the 10th day following the date on which
such public disclosure was made.  Each such notice shall set forth:  (a) the
name and address of the stockholder who intends to make the nomination and of
the person or persons to be nominated; (b) the name and address as they appear
on the Corporation's books of the stockholder intending to make such nomination;
(c) the class and number of shares of capital stock of the Corporation which are
beneficially owned by such stockholder (d) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (e) the occupations and business
history for the previous five years, other directorships, names of business
entities of which the proposed nominee owns a 10 percent or more equity
interest, a list of any criminal convictions, including federal and state
securities violations and such other information regarding each proposed nominee
as may be required by the federal proxy rules in effect at the time the notice
is submitted and (f) the consent of each nominee to serve as a director of the
Corporation if so elected.  No person shall be eligible for election as a
director of the Corporation unless nominated in accordance with the  procedures
set forth in this Section 3.04.  The Chairman of any meeting of stockholders
shall direct that any nomination not made in accordance with these procedures be
disregarded.

     Section 3.05. ELECTION OF CHAIRMAN OF THE BOARD. At the organizational
meeting immediately following the annual meeting of stockholders, the directors
shall elect a Chairman of the Board from among the directors who shall hold
office until the corresponding meeting of the Board of Directors in the next
year and until his successor shall have been elected or until his earlier
resignation or removal. Any vacancy in such office may be filled for the
unexpired portion of the term in the same manner by the Board of Directors at
any regular or special meeting.

     Section 3.06. REMOVAL. Subject to the right to elect directors under
specified circumstances which may be granted pursuant to Section 2 of Article
Fourth of the Certificate to the holders of any class or series of Preferred
Stock, any director may be removed from office only as provided in Article Tenth
of the Certificate.

     Section 3.07. VACANCIES AND ADDITIONAL DIRECTORSHIPS. Except as otherwise
provided pursuant to Section 2 of Article Fourth of the Certificate in
connection with rights to elect additional directors under specified
circumstances which may be granted to the holders of any class or series of
Preferred Stock, newly created directorships resulting from any increase in the
number of directors and any vacancies on the Board of Directors resulting from
death, resignation, disqualification, removal or other cause shall be filled
solely by the affirmative vote of a majority of the remaining directors then in
office, even though less than a quorum of the Board of Directors. Any director
elected in accordance with the preceding sentence shall hold office for the
remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director's
successor shall have been elected and qualified. No decrease in the number of
directors constituting the Board of Directors shall shorten the term of any
incumbent director.

     Section 3.08. REGULAR AND SPECIAL MEETINGS. Promptly after, and on the same
day as, each annual election of directors by the shareholders, the Board shall,
if a quorum be present, meet in an organizational meeting to elect a chairman,
appoint members of the standing committees of the Board, elect officers of the
Corporation and conduct other business as appropriate. Additional notice of such
meeting need not be given if such meeting is conducted promptly after the annual
meeting to elect directors and if the meeting is held in the same location where
the election of directors was conducted. Regular meetings of the Board shall be
held at such times and places as the Board shall determine. Notice of regular
meetings shall be mailed to each director at least five days before the meeting,
addressed to the director's usual place of business or to his or her residence
address or to an address specifically designated by the director.

     Section 3.09. QUORUM. At all meetings of the Board of Directors, a majority
of the fixed number of directors shall constitute a quorum for the transaction
of business, except that when the Board of Directors consists of one director,
then the one director shall constitute a quorum. In the absence of a quorum, the
directors present, by majority vote and without notice other than by
announcement, may adjourn the meeting from time to time until a quorum shall be
present. At any reconvened meeting following such an adjournment at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified.

                                       6

<PAGE>

     Section 3.10. VOTES REQUIRED. Except as otherwise provided by applicable
law or by the Certificate, the vote of a majority of the directors present at a
meeting duly held at which a quorum is present shall be sufficient to pass any
measure.

     Section 3.11. PLACE AND CONDUCT OF MEETINGS. Each regular meeting and
special meeting of the Board of Directors shall be held at a location determined
as follows: The Board of Directors may designate any place, within or without
the State of Delaware, for the holding of any meeting. If no such designation is
made: (i) any meeting called by a majority of the directors shall be held at
such location, within the county of the Corporation's principal executive
office, as the directors calling the meeting shall designate; and (ii) any other
meeting shall be held at such location, within the county of the Corporation's
principal executive office, as the Chairman of the Board may designate or, in
the absence of such designation, at the Corporation's principal executive
office. Subject to the requirements of applicable law, all regular and special
meetings of the Board of Directors shall be conducted in accordance with such
rules and procedures as the Board of Directors may approve and, as to matters
not governed by such rules and procedures, as the chairman of such meeting shall
determine. The chairman of any regular or special meeting shall be the Chairman
of the Board, or in his absence a person designated by the Board of Directors.
The Secretary, or in the absence of the Secretary a person designated by the
chairman of the meeting, shall act as secretary of the meeting.

     Section 3.12. FEES AND COMPENSATION. Directors shall be paid such
compensation as may be fixed from time to time by resolutions of the Board of
Directors (a) for their usual and contemplated services as directors, (b) for
their services as members of committees appointed by the Board of Directors,
including attendance at committee meetings as well as services which may be
required when committee members must consult with management staff, and (c) for
extraordinary services as directors or as members of committees appointed by the
Board of Directors, over and above those services for which compensation is
fixed pursuant to items (a) and (b) in this Section 3.12. Compensation may be in
the form of an annual retainer fee or a fee for attendance at meetings, or both,
or in such other form or on such basis as the resolutions of the Board of
Directors shall fix. Directors shall be reimbursed for all reasonable expenses
incurred by them in attending meetings of the Board of Directors and committees
appointed by the Board of Directors and in performing compensable extraordinary
services. Nothing contained herein shall be construed to preclude any director
from serving the Corporation in any other capacity, such as an officer, agent,
employee, consultant or otherwise, and receiving compensation therefor.

     Section 3.13. COMMITTEES OF THE BOARD OF DIRECTORS. Subject to the
requirements of applicable law, the Board of Directors may from time to time
establish committees, including standing or special committees, which shall have
such duties and powers as are authorized by these Bylaws or by the Board of
Directors. Committee members, and the chairman of each committee, shall be
appointed by the Board of Directors. The Chairman of the Board, in conjunction
with the several committee chairmen, shall make recommendations to the Board of
Directors for its final action concerning members to be appointed to the several
committees of the Board of Directors. Any member of any committee may be removed
at any time with or without cause by the Board of Directors. Vacancies which
occur in any committee shall be filled by a resolution of the Board of
Directors. If any vacancy shall occur in any committee by reason of death,
resignation, disqualification, removal or otherwise, the remaining members of
such committee, so long as a quorum is present, may continue to act until such
vacancy is filled by the Board of Directors. The Board of Directors may, by
resolution, at any time deemed desirable, discontinue any standing or special
committee. Members of standing committees, and their chairmen, shall be elected
yearly at the organizational meeting of the Board of Directors which is held
immediately following the annual meeting of stockholders.

     Section 3.14. AUDIT COMMITTEE. There shall be an Audit Committee of the
Board of Directors which shall serve at the pleasure of the Board of Directors
and be subject to its control. The Committee shall have the following membership
and powers:

             1. The Committee shall have at least three (3) members. All members
     of the Committee shall be Independent Outside Directors.

                                       7

<PAGE>

             2. The Committee shall recommend to the Board of Directors for its
     action the appointment or discharge of the Corporation's independent
     auditors, based upon the Committee's judgment of the independence of the
     auditors (taking into account the fees charged both for audit and non-audit
     services) and the quality of its audit work. Ratification by the
     stockholders of the Board of Directors' appointment of the Corporation's
     independent auditors may be sought in conjunction with management's
     solicitation of proxies for the annual meeting of stockholders, if so
     determined by the Board of Directors. If the auditors must be replaced, the
     Committee shall recommend to the Board of Directors for its action the
     appointment of new auditors until the next annual meeting of stockholders.

             3. The Committee shall review and approve the scope and plan of the
     audit.

             4. The Committee shall meet with the independent auditors at
     appropriate times to review, among other things, the results of the audit
     and any certification, report or opinion which the auditors propose to
     render in connection with the Corporation's financial statements.

             5. The Committee shall review and approve each professional service
     of a non-audit nature to be provided by the auditors.

             6. The Committee shall meet with the Corporation's chief internal
     auditor at least once a year to review his comments concerning the adequacy
     of the Corporation's system of internal accounting controls and such other
     matters as the Committee may deem appropriate.

             7. The Committee shall have the power to direct the auditors and
     the internal audit staff to inquire into and report to it with respect to
     any of the Corporation's contracts, transactions or procedures, or the
     conduct of the Corporate Office, or any division, profit center, subsidiary
     or other unit, or any other matter having to do with the Corporation's
     business and affairs. If authorized by the Board of Directors, the
     Committee may initiate special investigations in these regards.

             8. The Committee shall have such other duties as may be lawfully
     delegated to it from time to time by the Board of Directors.

     Section 3.15.  COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE.
There shall be a Compensation and Management Development Committee of the Board
of Directors which shall serve at the pleasure of the Board of Directors and be
subject to its control.  The Committee shall have the following membership and
powers:

             1. The Committee shall be composed of at least three (3) members.
     All members of the Committee shall be Independent Outside Directors. The
     principal Human Resources officer of the Corporation shall be a non-voting
     member of the Committee.

             2. The Committee shall recommend to the Board of Directors for its
     action the amount to be appropriated for awards to be made each year to
     elected officers under the Corporation's incentive compensation plan.

             3. The Committee shall establish the Corporation's annual
     performance objectives under the Corporation's incentive compensation
     plans.

             4. The Committee shall make recommendations to the Board of
     Directors with respect to the base salary and incentive compensation of the
     elected officers. The Committee shall take final action with respect to the
     base salary and incentive compensation of the ten (10) employees, who are
     not elected officers, receiving the highest base salaries immediately
     preceding the date of any such action.

             5. The Committee shall review management's recommendations and take
     final action with respect to all awards to be made under the Corporation's
     long-term incentive plans or other similar benefit plans which may be
     adopted by the Board of Directors or the stockholders and in which
     corporate officers or directors are eligible to participate, provided
     however that all such awards relative to the five (5) most highly
     compensated officers must be reported to the Board of Directors.

                                       8

<PAGE>

             6.  The Committee shall review on a continuing basis the
     Corporation's general compensation policies and practices, fringe benefits
     and the Corporation's compliance with its various affirmative action plans
     and programs. The committee shall also review and recommend to the Board of
     Directors for its final action all compensation plans in which elected
     officers or directors are eligible to participate.

             7.  The Committee shall review from time to time and report to the
     Board of Directors actions taken by management concerning the Corporation's
     overall executive structure and the steps being taken to assure the
     succession of qualified management.

             8.  The Committee shall have such other duties as may be lawfully
     delegated to it from time to time by the Board of Directors.

     Section 3.16.  EXECUTIVE AND PUBLIC POLICY COMMITTEE.  There shall be
an Executive and Public Policy Committee of the Board of Directors which shall
serve at the pleasure of the Board of Directors and be subject to its control.
The Committee shall have the following membership and powers:

             1.  The Committee shall have at least five (5) members.
     At least sixty percent (60%) of the members shall be Independent Outside
     Directors.

             2.  The Committee shall review, approve and monitor the policy,
     organization, charter and implementation of the Northrop Grumman
     Employees Political Action Committee.

             3.  The Committee shall review and approve the policy of the
     Corporation for engaging the services of Consultants and Commission Agents.

             4.  The Committee shall review and report to the Board of Directors
     from time to time concerning the Corporation's compliance with the
     Corporation's policies, practices and procedures with respect to
     consultants and commission agents.

             5.  The Committee shall review and make policy and budget
     recommendations to the Board of Directors for its actions concerning
     proposed charitable contributions and aid to higher education to be given
     by the Corporation each year.

             6.  The Committee shall have such other duties as lawfully may be
     delegated to it from time to time by the Board of Directors.

     Section 3.17.  FINANCE COMMITTEE.  There shall be a Finance Committee
of the Board of Directors which shall serve at the pleasure of the Board of
Directors and be subject to its control.  The Committee shall have the following
membership and powers:

             1.  The Committee shall have at least five (5) members. At least
     fifty percent (50%) of the members of the Committee shall be Independent
     Outside Directors. The chief financial officer of the Corporation shall be
     a non-voting member of the Committee.

             2.  The Committee shall review and give consideration to management
     requests for required specific new financing of a long-term nature,
     whether debt or equity, and make recommendations to the Board of
     Directors for its final action.

             3.  The Committee shall review the current financial condition of
     the Company and planned financial requirements.

             4.  The Committee shall review periodically the Corporation's
     dividend policy in connection with dividend declarations and make
     recommendations to the Board of Directors for its final action.

             5.  The Committee shall consider management's recommendations
     concerning acquisitions, mergers or divestments which management has
     determined to be of an unusual or material nature and shall make
     recommendations to the Board of Directors for its final action.

                                       9

<PAGE>

             6.  The Committee shall consider management's recommendations
     concerning contracts or programs which management has determined to be of
     an unusual or material nature and shall make recommendations to the Board
     of Directors for its final action.

             7.  The Committee shall periodically review the investment
     performance of the employee benefit plans, capital asset requirements and
     short-term investment policy when appropriate.

             8.  The Committee shall have such other duties as lawfully may be
     delegated to it from time to time by the Board of Directors.

     Section 3.18.  NOMINATING AND CORPORATE GOVERNANCE COMMITTEE.  There
shall be a Nominating and Corporate Governance Committee of the Board of
Directors which shall serve at the pleasure of the Board of Directors and be
subject to its control.  The Committee shall have the following membership and
powers:

             1.  The Committee shall have at least three (3) members. All
     members of the Committee shall be Independent Outside Directors.

             2.  The Committee shall review candidates to serve as directors and
     shall recommend nominees to the Board of Directors for election at each
     annual meeting of stockholders or other special meetings where directors
     are to be elected and shall recommend persons to serve as proxies to vote
     proxies solicited by management in connection with such meetings.

             3.  The Committee shall cause the names of all director candidates
     that are approved by the Board of Directors to be listed in the
     Corporation's proxy materials and shall support the election of all
     candidates so nominated by the Board of Directors to the extent permitted
     by law.

             4.  The Committee shall review and make recommendations to the
     Board of Directors for its final action concerning the composition and size
     of the Board of Directors, its evaluation of the performance of incumbent
     directors, its recommendations concerning the compensation of the
     directors, its recommendations concerning directors to fill vacancies, its
     evaluation and recommendations concerning potential candidates to serve in
     the future on the Board of Directors to assure the Board's continuity and
     succession and its evaluation and recommendations on matters of corporate
     governance as appropriate.

             5.  The Committee shall have such other duties as lawfully may be
     delegated to it from time to time by the Board of Directors.

     Section 3.19. MEETINGS OF COMMITTEES. Each committee of the Board of
Directors shall fix its own rules of procedure consistent with the provisions of
applicable law and of any resolutions of the Board of Directors governing such
committee. Each committee shall meet as provided by such rules or such
resolution of the Board of Directors, and shall also meet at the call of its
chairman or any two (2) members of such committee. Unless otherwise provided by
such rules or by such resolution, the provisions of these Bylaws under Article
III entitled "Directors" relating to the place of holding meetings and the
notice required for meetings of the Board of Directors shall govern the place of
meetings and notice of meetings for committees of the Board of Directors. A
majority of the members of each committee shall constitute a quorum thereof,
except that when a committee consists of one (1) member, then the one (1) member
shall constitute a quorum. In the absence of a quorum, a majority of the members
present at the time and place of any meeting may adjourn the meeting from time
to time until a quorum shall be present and the meeting may be held as adjourned
without further notice or waiver. Except in cases where it is otherwise provided
by the rules of such committee or by a resolution of the Board of Directors, the
vote of a majority of the members present at a duly constituted meeting at which
a quorum is present shall be sufficient to pass any measure by the committee.

                                       10

<PAGE>

                                  ARTICLE IV

                                   OFFICERS

     Section 4.01. DESIGNATION, ELECTION AND TERM OF OFFICE. The Corporation
shall have a Chairman of the Board and/or a President either of whom may be
designated Chief Executive Officer by the Board of Directors, such Vice
Presidents (each of whom may be assigned by the Board of Directors or the Chief
Executive Officer an additional title descriptive of the functions assigned to
him and one or more of whom may be designated Executive, Group or Senior Vice
President) as the Board of Directors deems appropriate, a Secretary and a
Treasurer. These officers shall be elected annually by the Board of Directors at
the organizational meeting immediately following the annual meeting of
stockholders, and each such officer shall hold office until the corresponding
meeting of the Board of Directors in the next year or until his earlier
resignation, death or removal. Any vacancy in any of the above offices may be
filled for an unexpired portion of the term by the Board of Directors at any
regular special meeting. The Chief Executive Officer may, by a writing filed
with the Secretary, designate titles for employees and agents, as, from time to
time, may appear necessary or advisable in the conduct of the affairs of the
Corporation and, in the same manner, terminate or change such titles.

     Section 4.02. CHAIRMAN OF THE BOARD. The Board of Directors shall designate
the Chairman of the Board from among its members. The Chairman of the Board of
Directors shall preside at all meetings of the Board and the Shareholders, and
shall perform such other duties as shall be delegated to him by the Board or the
officer designated as chief executive.

    Section 4.03. PRESIDENT. The President shall perform such duties and have
such responsibilities as may from time to time be delegated or assigned to him
by the Board of Directors or the officer designated as chief executive.

    Section 4.04. CHIEF EXECUTIVE. The Board of Directors shall designate either
the Chairman of the Board or the President to be the chief executive of the
Corporation. The officer so designated shall be responsible for the general
supervision, direction and control of the business and affairs of the
Corporation.

     Section 4.05. CHIEF FINANCIAL OFFICER. The Chief Financial Officer of the
Corporation shall be responsible to the Chief Executive Officer for the
management and supervision of all financial matters and to provide for the
financial growth and stability of the Corporation. He shall attend all regular
meetings of the Board of Directors and keep the Directors currently informed
concerning all significant financial matters that could impact upon the business
or affairs of the Corporation. He shall also perform such additional duties as
may be assigned to him from time to time by the Board of Directors or the Chief
Executive Officer.

     Section 4.06. EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS AND VICE
PRESIDENTS. Executive vice presidents, senior vice presidents and vice
presidents of the Corporation that are elected by the Board of Directors shall
perform such duties as may be assigned to them from time to time by the Chief
Executive Officer.

     Section 4.07. CHIEF LEGAL OFFICER. The chief legal officer of the
Corporation shall be the General Counsel who shall be responsible to the Chief
Executive Officer for the management and supervision of all legal matters. The
General Counsel shall attend all regular meetings of the Board of Directors and
shall keep the Directors currently informed concerning all significant legal
matters, particularly those involving important business, legal, moral or
ethical issues that could impact upon the business or affairs of the
Corporation.

     Section 4.08. SECRETARY. The Secretary shall keep the minutes of the
meetings of the stockholders, the Board of Directors and all committee meetings.
The Secretary shall be the custodian of the corporate seal and shall affix it to
all documents which he is authorized by law or the Board of Directors to sign
and seal. The Secretary also shall perform such other duties as may be assigned
from time to time by the Chief Executive Officer.

     Section 4.09. TREASURER. The Treasurer shall be accountable to the Senior
Vice President, Finance, and shall perform such duties as may be assigned to the
Treasurer from time to time by the Senior Vice President, Finance.

                                       11

<PAGE>

     Section 4.10. APPOINTED OFFICERS. The Chief Executive Officer may appoint
one or more Corporate Staff Vice Presidents, officers of groups or divisions or
assistant secretaries, assistant treasurers and such other assistant officers as
the business of the Corporation may require, each of whom shall hold office for
such period, have such authority and perform such duties as may be specified
from time to time by the Chief Executive Officer.

     Section 4.11. ABSENCE OR DISABILITY OF AN OFFICER. In the case of the
absence or disability of an officer of the Corporation the Board of Directors,
or any officer designated by it, or the Chief Executive Officer may, for the
time of the absence or disability, delegate such officer's duties and powers to
any other officer of the Corporation.

     Section 4.12. OFFICERS HOLDING TWO OR MORE OFFICES. The same person may
hold any two or more of the above-mentioned offices. However, no officer shall
execute, acknowledge or verify any instrument in more than one capacity, if such
instrument is required by law, by the Certificate or by these Bylaws, to be
executed, acknowledged or verified by any two or more officers.

     Section 4.13. COMPENSATION. The Board of Directors shall have the power to
fix the compensation of all officers and employees of the Corporation.

     Section 4.14. RESIGNATIONS. Any officer may resign at any time by giving
written notice to the Board of Directors, to the Chief Executive Officer, or to
the Secretary of the Corporation. Any such resignation shall take effect at the
time specified therein unless otherwise determined by the Board of Directors.
The acceptance of a resignation by the Corporation shall not be necessary to
make it effective.

     Section 4.15. REMOVAL. Any officer of the Corporation may be removed, with
or without cause, by the affirmative vote of a majority of the entire Board of
Directors. Any assistant officer of the Corporation may be removed, with or
without cause, by the Chief Executive Officer, or by the Board of Directors.


                                  ARTICLE V

         INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

     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 purposes
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 its 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

                                       12

<PAGE>

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.


                                  ARTICLE VI

                                     STOCK

     Section 6.01. CERTIFICATES. Except as otherwise provided by law, each
stockholder shall be entitled to a certificate or certificates which shall
represent and certify the number and class (and series, if appropriate) of
shares of stock owned by him in the Corporation. Each certificate shall be
signed in the name of the Corporation by the Chairman of the Board, or the
President, or a Vice President, together with the Secretary, or an Assistant
Secretary, or the Treasurer or Assistant Treasurer. Any or all of the signatures
on any certificate may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if such person were an officer, transfer agent or registrar at
the date of issue.

                                       13

<PAGE>

     Section 6.02. TRANSFER OF SHARES. Shares of stock shall be transferable on
the books of the Corporation only by the holder thereof, in person or by his
duly authorized attorney, upon the surrender of the certificate representing the
shares to be transferred, properly endorsed, to the Corporation's registrar if
the Corporation has a registrar. The Board of Directors shall have power and
authority to make such other rules and regulations concerning the issue,
transfer and registration of certificates of the Corporation's stock as it may
deem expedient.

     Section 6.03. TRANSFER AGENTS AND REGISTRARS. The Corporation may have one
or more transfer agents and one or more registrars of its stock whose respective
duties the Board of Directors or the Secretary may, from time to time, define.
No certificate of stock shall be valid until countersigned by a transfer agent,
if the Corporation has a transfer agent, or until registered by a registrar, if
the Corporation has a registrar. The duties of transfer agent and registrar may
be combined.

     Section 6.04. STOCK LEDGERS. Original or duplicate stock ledgers,
containing the names and addresses of the stockholders of the Corporation and
the number of shares of each class of stock held by them, shall be kept at the
principal executive office of the Corporation or at the office of its transfer
agent or registrar.

     Section 6.05. RECORD DATES. The Board of Directors shall fix, in advance, a
date as the record date for the purpose of determining stockholders entitled to
notice of, or to vote at, any meeting of stockholders or any adjournment
thereof, or stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or in order to make a
determination of stockholders for any other proper purpose. Such date in any
case shall be not more than sixty (60) days, and in case of a meeting of
stockholders, not less than ten (10) days, prior to the date on which the
particular action, requiring such determination of stockholders is to be taken.
Only those stockholders of record on the date so fixed shall be entitled to any
of the foregoing rights, notwithstanding the transfer of any such stock on the
books of the Corporation after any such record date fixed by the Board of
Directors.

     Section 6.06. NEW CERTIFICATES. In case any certificate of stock is lost,
stolen, mutilated or destroyed, the Board of Directors may authorize the
issuance of a new certificate in place thereof upon such terms and conditions as
it may deem advisable; or the Board of Directors may delegate such power to any
officer or officers or agents of the Corporation; but the Board of Directors or
such officer or officers or agents, in their discretion, may refuse to issue
such a new certificate unless the Corporation is ordered to do so by a court of
competent jurisdiction.


                                  ARTICLE VII

                    RESTRICTIONS ON SECURITIES REPURCHASES

     Section 7.01.  RESTRICTIONS ON SECURITIES REPURCHASES.

     1. Vote required for certain acquisition of securities. Except as set forth
in Subsection 2 of this Section 7.01, in addition to any affirmative vote of
stockholders required by any provision of law, the Certificate of Incorporation
or Bylaws of this Corporation, or any policy adopted by the Board of Directors,
neither the Corporation nor any Subsidiary shall knowingly effect any direct or
indirect purchase or other acquisition of any equity security of a class of
securities which is registered pursuant to Section 12 of the /Securities
Exchange Act of 1934, as amended (the "Exchange Act"), issued by the Corporation
at a price which is in excess of the highest Market Price of such equity
security on the largest principal national securities exchange in the United
States on which such security is listed for trading on the date that the
understanding to effect such transaction is entered into by the Corporation
(whether or not such transaction is concluded or a written agreement relating to
such transaction is executed on such date, and such date to be conclusively
established by determination of the Board of Directors), from any Interested
Person, without the affirmative vote of the holders of the Voting Shares
representing at least a majority of the aggregate voting power of all
outstanding voting shares, excluding Voting Shares beneficially owned by such
Interested Person, voting together as a single class. Such affirmative vote
shall be required notwithstanding the fact that no vote may be required, or that
a lesser percentage may be specified, by law or any agreement with any national
securities exchange, or otherwise.

                                       14

<PAGE>

     2. When A Vote Is Not Required. The provisions of Subsection 1 of this
Section 7.01 shall not be applicable with respect to:

             a. any purchase, acquisition, redemption or exchange of such equity
     securities, the purchase, acquisition, redemption or exchange of which is
     provided for in the Corporation's Certificate of Incorporation;

             b. any purchase or other acquisition of equity securities made as
     part of a tender or exchange offer by the Corporation to purchase
     securities of the same class made on the same terms to all holders of such
     securities and complying with the applicable requirements of the Exchange
     Act of 1934, as amended and the rules and regulations thereunder (or any
     successor provisions to such Act, rules or regulations);

             c. any purchase or acquisition of equity securities made pursuant
     to an open market purchase program which has been approved by the Board of
     Directors.

     3. Certain definitions. For the purpose of this Section:

             a. "Affiliate" and "Associate" shall have their respective meanings
     ascribed to such terms in   Rule 12b-2 of the General Rules and Regulations
     under the Exchange Act, as in effect on January   1, 1991.

             b. "Beneficial Owner" and "Beneficial Ownership" shall have the
     meanings ascribed to such terms in Rule 13d-3 and Rule 13d-5 of the General
     Rules and Regulations under the Exchange Act, as in effect on January 1,
     1991.

             c. "Interested person" shall mean any person (other than the
     Corporation or any subsidiary) that is the direct or indirect Beneficial
     Owner of five percent (5%) or more of the aggregate voting power of the
     Voting Shares, and any Affiliate or Associate of any such person. For the
     purpose of determining whether a person is an Interested Person, the
     outstanding Voting Shares include unissued shares of voting stock of the
     Corporation of which the Interested Person is the Beneficial Owner, but
     shall not include any other shares of voting stock of the Corporation which
     may be issuable pursuant to any agreement, arrangement or understanding, or
     upon exercise or conversion of rights, warrants or options, or otherwise to
     any person who is not the Interested Person.

             d. "Market Price" of shares of the class of equity security of the
     Corporation on any day shall mean the highest sale price (regular way) of
     shares of such class of such equity security on such day, or, if that day
     is not a trading day, on the trading day immediately preceding such day, on
     the largest principal national securities exchange on which such class of
     stock is then listed or admitted to trading, or if not listed or admitted
     to trading on any national securities exchange, then the highest reported
     sale price for such shares in the over-the-counter market as reported on
     the NASDAQ National Market System, or if such sale price shall not be
     reported thereon, the highest bid price so reported, or, of such price
     shall not be reported thereon, as the same shall be reported by the
     National Quotation Bureau, Incorporated, or if the price is not
     determinable as set forth above, as determined in good faith by the Board
     of Directors.

             e. "Person" shall mean any individual, partnership, firm,
     corporation, association, trust, unincorporated organization or other
     entity, as well as any syndicate or group deemed to be a person pursuant to
     Section 13(d)(3) of the Exchange Act, as in effect on January 1, 1991.

             f. "Subsidiary" shall mean any company or entity of which the
     Corporation owns, directly or indirectly, (i) a majority of the outstanding
     shares of equity securities, or (ii) shares having a majority of the voting
     power represented by all of the outstanding Voting Stock of such company
     entitled to vote generally in the election of directors. For the purpose of
     determining whether a company is a Subsidiary, the outstanding voting stock
     and shares of equity securities thereof shall include unissued shares of
     which The Corporation is the beneficial owner but, except for the purpose
     of determining whether a company is a Subsidiary for the purpose of
     Subsection 3(c) hereof shall not include any shares which may be issuable
     pursuant to any agreement, arrangement, or understanding, or upon the
     exercise of conversion rights, warrants or options, or otherwise to any
     Person who is not the Corporation.

             g. "Voting shares" shall mean the outstanding shares of capital
    stock of the Corporation entitled to vote generally in the election of
    directors.

                                       15

<PAGE>

                                 ARTICLE VIII

                               SUNDRY PROVISIONS

     Section 8.01. FISCAL YEAR. The fiscal year of the Corporation shall end on
the 31st day of December of each year.

     Section 8.02. SEAL. The seal of the Corporation shall bear the name of the
Corporation and the words "Delaware" and "Incorporated March 12, 1985."

     Section 8.03. VOTING OF STOCK IN OTHER CORPORATIONS. Any shares of stock in
other corporations or associations, which may from time to time be held by the
Corporation, may be represented and voted at any of the stockholders' meetings
thereof by the Chief Executive Officer or his designee. The Board of Directors,
however, may by resolution appoint some other person or persons to vote such
shares, in which case such person or persons shall be entitled to vote such
shares upon the production of a certified copy of such resolution.

     Section 8.04. AMENDMENTS. These Bylaws may be adopted, repealed, rescinded,
altered or amended only as provided in Articles Fifth and Sixth of the
Certificate.



December 16, 1998

                                       16





                                                                   EXHIBIT 10(C)

                        THE INCENTIVE COMPENSATION PLAN

                                      OF

                         NORTHROP GRUMMAN CORPORATION

                           (AS AMENDED AND RESTATED)

                                   SECTION 1

                                    PURPOSE

     The purpose of this Plan is to promote the success of the Company and
render its operations profitable to the maximum extent by providing for the
Senior Executives of the Company incentives that continue to be dependent upon
the return on total Shareholders' Equity and the overall successful performance
of the Company.  The Senior Executives, for this purpose, are only those elected
corporate officers who participate in making the basic and strategic decisions
which affect the corporate-wide performance of the Company, together with those
Senior Executives who are in charge of significant operating subsidiaries.  The
Plan is designed to comply with the performance-based compensation exception
under Section 162(m) of the Internal Revenue Code of 1986, as amended.

                                  SECTION II

                                  DEFINITIONS

     1.  PLAN - This Incentive Compensation Plan.

     2.  COMPANY - Northrop Grumman Corporation and such of its subsidiaries as
are consolidated in its consolidated financial statements.

     3.  YEAR - The fiscal year of Northrop Grumman Corporation.

     4.  CODE  The Internal Revenue Code of 1986, as amended from
 time to time.

     5.  COMMITTEE - The Compensation and Management Development Committee of
the Board of Directors of the Company.  It shall be composed of not less than
three members of the Board of Directors, no one of whom shall be an officer or

<PAGE>

employee of the Company and it shall be constituted so as to permit this Plan to
comply with the "outside director" requirement of Code section 162(m).

     6.   INCOME BEFORE INCOME TAXES - The Performance Year's net income as
reported on the Company's consolidated financial statement included in its
annual report on Form 10-K for such Year, adjusted to eliminate the following:

          (a) Federal and foreign income taxes;

          (b) Incentive Compensation awards under the Plan;

          (c) The effect of changes in accounting principles;

          (d) Unless otherwise determined by the Committee by no later than the
     90th day of such Performance Year, extraordinary items determined under
     generally accepted accounting principles; and

          (e) Unless otherwise determined by the Committee by no later than the
     90th day of such Performance Year, restructuring or similar charges to the
     extent they are separately disclosed in such annual report.

     7.   INCENTIVE COMPENSATION  Awards payable under this Plan.

     8.   PERFORMANCE CRITERIA  Return on Shareholder's Equity and Income Before
Income Taxes.

     9.   PERFORMANCE YEAR  The Year with respect to which an award of Incentive
Compensation is calculated and paid.

     10.  SECTION 162(m) OFFICER  A Participant who is a "covered employee" as
defined in Section 162(m) of the Code with respect to an award of Incentive
Compensation under the Plan for a Performance Year.

     11.  SHAREHOLDERS' EQUITY - The sum of the following consolidated accounts
at the close of business on the last day of each Performance Year, as shown by
the consolidated financial statements of the Company:

          (a)  Preferred stock

          (b)  Common stock

          (c)  Additional capital paid-in

          (d)  Retained earnings

                                     -2-

<PAGE>

     12.  RETURN ON SHAREHOLDERS' EQUITY - The Return on Shareholders' Equity
for a Performance Year shall be determined by dividing the Income Before Income
Taxes for such Performance Year by the "Three Year Moving Average Equity Base"
for such Year.  The "Three Year Moving Average Equity Base" applicable to such
Performance Year shall be the sum of the dollar amounts of the Shareholders'
Equity at the close of business on the last day of each of the last two prior
Years and the Performance Year divided by three.

                                  SECTION III

                                 PARTICIPATION

     1.   The persons eligible to receive Incentive Compensation awards under
this Plan are all elected Corporate Officers of the rank of Vice President and
above and the Presidents of those consolidated subsidiaries that the Committee
determines to be significant in the overall Corporate operations.

     2.   A "Participant" is a person granted or eligible to receive an
Incentive Compensation award under this Plan.

     3.   Directors as such shall not participate in this Plan, but the fact
that an elected Corporate Officer or subsidiary President is also a Director
shall not prevent his participation.

     4.   The death of a Participant shall not disqualify him for an Incentive
Compensation award for the Performance Year in which he dies or the preceding
Performance Year.  In the case of a deceased Participant, the Incentive
Compensation, if any, determined for him for the Performance Year by the
Committee shall be paid to his spouse, children, or legal representatives as
directed by the Committee.

                                   SECTION IV

                INCENTIVE COMPENSATION APPROPRIATIONS AND AWARDS

     1.   Subject to the limitations set forth in this Section IV, the Committee
shall, with respect to each Performance Year, establish the amount of the
appropriation, if any, to be made to the Plan for distribution with respect to
that Performance Year.

     2.   In the event the Company achieves a 10 percent (10%) Return on
Shareholders' Equity, an amount shall be appropriated to the Plan equaling 3% of
the Company's Income Before Income Taxes, with the following exceptions:

                                      -3-

<PAGE>

          (a)  No appropriation to the Plan shall be made with respect to any
     Performance Year which would reduce the Return on Shareholders equity below
     such 10%, and

          (b)  No appropriation to the Plan shall be made with respect to any
     Performance Year during which no dividends in either cash or property have
     been declared on the preferred and common stock of the Company.

The amount appropriated to the Plan for a Performance Year based on the
Performance Criteria set forth in this Paragraph 2, SECTION IV shall be referred
to as the "Tentative Appropriated Incentive Compensation" for such Year.

     3.   The amount of the Tentative Appropriated Incentive Compensation for a
Performance year may be reduced (but not increased) by the Committee, in its
sole discretion, after taking into account an appraisal of the overall
performance of the Company in the attainment of such predetermined financial and
nonfinancial objectives as are selected by the Committee. The amount
appropriated to the Plan for a Performance Year by the Committee under this
Paragraph 3, SECTION IV shall be referred to herein as the "Appropriated
Incentive Compensation" for such Year.  In no event shall Incentive Compensation
payable to Participants for a Performance Year exceed the Appropriated Incentive
Compensation under the Plan for such Year.  Any Tentative Appropriated Incentive
Compensation for a Performance Year, which is not actually appropriated to the
Plan for such Year, shall be forfeited.

     4.   Incentive Compensation Awards to Section 162(m) Officer:

          (a)  Notwithstanding any other provisions of this Plan, any Incentive
     Compensation award for a Performance Year under this Plan payable to a
     Section 162(m) Officer must satisfy the requirements of this Paragraph 4,
     SECTION IV.  The purpose of this Paragraph 4 is to ensure compliance by the
     Plan with the requirements of Section 162(m) of the Code relating to
     performance-based compensation.  Incentive Compensation awards to Section
     162(m) Officers under this Plan are subject to:

               (i)   Approval of this Plan and the criteria stated in Paragraph
     4(b) of this SECTION IV by the shareholders of the Company;

               (ii)  The maximum amount that may be awarded to any Section 162
     (m) Officer under the Plan for any Performance Year as stated in Paragraph
     4(b) of this SECTION IV; and

               (iii) Approval by the Committee.

                                      -4-

<PAGE>

          (b)  The maximum potential amount of Appropriated Incentive
     Compensation (as defined in Paragraph 3 of this SECTION IV) payable to a
     Section 162(m) Officer as an Incentive Compensation award for a Performance
     Year shall be limited to $3,000,000.

          (c)  The Performance Criteria established in Paragraph 4(b) of this
     SECTION IV on which Incentive Compensation awards under the Plan are based
     shall first apply in the Performance Year 1999, but such Performance
     Criteria and any Incentive Compensation awards based thereon shall be
     conditional upon a vote of the shareholders of the Company approving the
     Plan and the Performance Criteria and performance goals stated herein.

          (d)  Prior to the payment of any Incentive Compensation awards for a
     Performance year, the Committee shall make a determination and
     certification in writing as to whether the Section 162(m) Officers have
     meet the Performance Criteria, performance goals, and any other material
     terms of the Plan for each Performance Year.  The Committee may, in its
     sole discretion, exercise negative discretion by reducing amounts of
     Incentive Compensation awards to all or any of the Section 162(m) Officers
     from the maximum potential awards payable by application of Paragraph 4(b)
     of this SECTION IV.  No such reduction shall increase the amount of the
     maximum award payable to any other Section 162(m) Officer. The Committee
     shall determine the amount of any reduction in a Section 162(m) Officer's
     Incentive Compensation award on the basis of such factors as it deems
     relevant, and it shall not be required to establish any allocation or
     weighting component with respect to the factors it considers.  The
     Committee shall have no discretion to increase any Incentive Compensation
     award for a Performance Year above the amount determined by application of
     Paragraph 4(b) of this SECTION IV.

     5.  After the end of a Performance Year, in determining each Participant's
Incentive Compensation award for such Year, the Committee may make a downward
adjustment after considering such factors as it deems relevant, which shall
include but not be limited to the following factors:

          (a)  The evaluation of the Participant's performance during that
     Performance Year in relation to the Participant's predetermined objectives
     and the Participant's contribution during such Year to the success or
     profit of the Company.

          (b)  The classification of the Participant's position, relative to the
     position of all Participants.

                                      -5-

<PAGE>

     The Committee shall make the final determination of each Participant's
Incentive Compensation award for a Performance Year.

                                   SECTION V

                           ADMINISTRATION OF THE PLAN

     The Committee shall be responsible for the administration of the Plan.  The
Committee shall:

     1.   Interpret the Plan, make any rules and regulations relating to the
Plan, determine which consolidated subsidiaries are significant for the purpose
of the first paragraph of SECTION III, and determine factual questions arising
in connection with the Plan, after such investigation or hearing as the
Committee may deem appropriate.

     2.   As soon as practicable after the close of each Performance Year and
prior to the payment of any Incentive Compensation for such Year, review the
performance of each Participant and determine the amount of each Participant's
individual Incentive Compensation award, if any, with respect to that Year.

     3.   Have sole discretion in determining Incentive Compensation awards
under the Plan, except that, in making awards the Committee may, in its
discretion, request and consider the recommendations of the Chief Executive
Officer of the Company and others whom it may designate.

     Any decisions made by the Committee under the provisions of this SECTION V
shall be conclusive and binding on all parties concerned.  Except as otherwise
specifically provided in this Plan, the provisions of this Plan shall be
interpreted and administered by the Committee in a manner consistent with the
requirements for exemption of Incentive Compensation awards granted to
Participants who are Section 162(m) Officers as "performance-based compensation"
under Code Section 162(m) and regulations and other interpretations issued by
the Internal Revenue Service thereunder.

                                   SECTION VI

           METHOD OF PAYMENT OF INCENTIVE COMPENSATION TO INDIVIDUALS

     1.   The amount of Incentive Compensation award determined for each
Participant with respect to a given Performance Year shall be paid in cash or in
Common Stock of the Company ("Northrop Grumman Common Stock") or partly in cash
and partly in Northrop Grumman Common Stock, as the Committee may determine.

                                      -6-

<PAGE>

     2.   Payments in cash may be made in a lump sum with respect to an
Incentive Compensation award for a Performance Year, or in installments, as the
Committee may determine. In either event, the Committee may impose such
conditions, including forfeitures and restrictions as the Committee believes
will best serve the interests of the Company and the purposes of the Plan.

     3.  Payments in Northrop Grumman Common Stock may be made in full with
respect to an Incentive Compensation award for a Performance Year, or in
installments, as the Committee may determine. In either event, the Committee may
impose such conditions, including forfeitures and restrictions as the Committee
believes will best serve the interests of the Company and the purposes of the
Plan.

     4.   In making awards of Northrop Grumman Common Stock, the Committee shall
first determine all Incentive Compensation awards in terms of dollars.  The
total dollar amount of all Incentive Compensation awards for a particular
Performance Year shall not exceed the Appropriated Incentive Compensation for
that Year under this Plan.  In the case of Section 162(m) Officers, the total
dollar amount of an Incentive Compensation award for a particular Performance
Year shall be no greater than the maximum potential awards payable by
application of Paragraph 4(b) of SECTION IV. After fixing the total amount of
each Participant's Incentive Compensation award in terms of dollars, then if
some or all of the award is to be paid in Northrop Grumman Common Stock, the
dollar amount of the Incentive Compensation award so to be paid shall be
converted into shares of Northrop Grumman Common Stock by using the fair market
value of such stock on the date of the award.  "Fair market value" shall be
closing price of such stock on the New York Stock Exchange on the date of the
award, or, if no sales of such stock occurred on that date, then on the last
preceding date on which such sales occurred.  No fractional share shall be
issued.

     5.   If an Incentive Compensation award is paid in Northrop Grumman Common
Stock,   the number of shares shall be appropriately adjusted for any stock
splits, stock dividends, recapitalizations or other relevant changes in
capitalization effective after the date of award and prior to the date as of
which the Participant becomes the record owner of the shares received in payment
of the award.  All such adjustments thereafter shall accrue to the Participant
as the record owner of the shares.

     Northrop Grumman Common Stock issued in payment of Incentive Compensation
awards may, at the option of the Board of Directors, be either originally issued
shares or treasury shares.

     7.   Distribution of awards shall be governed by the terms and conditions
applicable to such awards, as determined by the Committee or its delegate.  An
award, the payment of which is to be deferred pursuant to the terms of an
employment agreement, shall be paid as provided by the terms of such agreement.
Awards or portions thereof

                                      -7-

<PAGE>

deferred pursuant to any other deferred compensation plan or deferral
arrangement shall be paid as provided in such plan or arrangement. Any other
awards the payment of which has been deferred, in whole or in part, shall be
paid as determined by the Committee.

     8.   The Committee shall have the exclusive right to interpret the
provisions of this SECTION VI to determine all questions arising under it or in
connection with its administration, and to issue regulations and take actions
implementing its provisions.

                                  SECTION VII

                        AMENDMENT OR TERMINATION OF PLAN

     The Board of Directors of the Company shall have the right to terminate or
amend this Plan at any time and to discontinue further appropriations thereto,
except that no amendment to the Plan shall be made without the approval of the
Shareholders, which would (i) increase the amount authorized for appropriation
pursuant to Section IV of this Plan, (ii) permit a member of the Committee to
participate in the Plan, or (iii) modify the right of the Committee to make the
appropriations or allocations set forth in this Plan.

                                  SECTION VIII

                                 EFFECTIVE DATE

     This Plan shall be effective for Performance Years commencing with 1999.
No appropriations will be made, and no Incentive Compensation shall be paid,
under the Plan for Years after 1998 if the Plan as amended herein is not
approved by the Shareholders.

                                      -8-

<PAGE>





                                      -8-

<PAGE>

                                                                   EXHIBIT 10(g)
                                                              As Amended 4/24/99

                          NORTHROP GRUMMAN CORPORATION
                       BOARD OF DIRECTORS RETIREMENT PLAN

                                   SECTION 1
                                  DEFINITIONS

1.01  "Annual Benefit Amount" means the amount as defined in Section 4.01 of
      this Plan.

1.02  "Annual Retainer Fee" means that fixed amount being paid to Directors
      exclusive of travel expenses, meeting fees, committee fees, or any other
      similar remuneration.

1.03  "Board of Directors" means the formally elected Board of Directors of
      Northrop Grumman Corporation.

1.04  "Debilitating Illness" means any physical or mental condition which
      renders an individual unable to carry on the normal duties of his
      active business career.

1.05  "Director"  means a member of the Board of Directors.

1.06  "Effective Date" means February 20, 1985.

1.07  "Outside Director" means a member of the Board of Directors who is not an
      employee on the regular payroll of the Company, as defined in the
      Retirement Plan of Northrop Grumman Corporation.

1.08  "Participant" means an individual who meets the eligibility requirements
      set forth in Section 2 of this Plan.

1.09  "Plan" means the Northrop Grumman Corporation Board of Directors
      Retirement Plan.

1.10  "Total Disability" means total disability as defined in the Northrop
      Corporation Long-Term
 Disability Plan.

1.11   "Surviving Spouse"  means a person to whom the Participant was married
       and who meets the requirements set forth in Section 3.02 of this Plan.

1.12   "Change in Control" shall have the meaning set forth in
       Section 4.04.

<PAGE>

                                   SECTION 2
                                POLICY STATEMENT


2.01  Effective January 1, 1991, it shall be the policy of the Company hat
      members of the Board of Directors shall be ineligible to stand for
      election to the Board of Directors if they will have attained age 70 by
      the date of the Company's Annual Meeting of Shareholders.

                                       2

<PAGE>

                                   SECTION 3
                            ELIGIBILITY REQUIREMENTS

3.01  Any current Outside Director,  and any former Outside Director living on
      the Effective Date, who

      (a)  completed at least five consecutive years of service on the Board of
           Directors as an Outside Director,

      (b)  (i) is ineligible to stand for election to the Board of Directors by
           virtue of the fact that such person will have attained age 70 prior
           to the Annual Meeting of Shareholders; and (ii) has not completed at
           least five consecutive years of service on the Board of Directors as
           an Outside Director.

      (c)  prior to completing at least five consecutive years of service on the
           Board of Directors as an Outside Director, retires from the Board of
           Directors as a result of Total Disability or a Debilitating Illness,

      shall be eligible to receive a benefit under this Plan.

3.02  The Surviving  Spouse of a Participant, shall upon the demise of the
      Participant, be eligible to receive the Annual Benefit Amount as set
      forth in Section 4, provided:

      (a)  the Surviving Spouse was legally married to the Participant for
           at least one year prior to the date the Participant retires from
           the Board of Directors or dies while serving in that capacity;

      (b)  the Surviving Spouse outlived the deceased Participant by at least
           30 calendar days;

      (c)  there is no court order or property settlement that prevents the
           payment of the Annual Benefit Amount.

                                       3

<PAGE>

                                   SECTION 4
                                    BENEFIT

4.01  Amount of Benefit
      -----------------

      A Participant shall receive an Annual Benefit Amount under this Plan equal
      to the Annual Retainer Fee, or such lesser amount as is provided for under
      this Plan, being paid to active Directors. The Participant may designate
      that payment of the Annual Benefit Amount be made to any trust in which
      such Participant has an interest or which is maintained by or on behalf of
      such Participant. Payments may be made to such trust as long as (i) the
      designation by the Participant remains in effect and (ii) the Participant
      or, in the event of the demise of the Participant, the Surviving Spouse
      meets the eligibility requirements set forth in Section 3. The Annual
      Benefit Amount shall be determined as follows:

      (i)  A Participant who either has served as a member of the Board of
           Directors for five consecutive years, or retires from the Board of
           Directors as a result of Total Disability or Debilitating Illness,
           prior to completing five consecutive years as a member of the Board
           of Directors shall be entitled to an Annual Benefit Amount equal to
           the Annual Retainer Fee.

      (ii) A participant who (i) is ineligible to stand for election by virtue
           of the fact that such Participant will have attained age 70 prior to
           the Annual Meeting of Shareholders for the current year, and (ii) has
           not completed five consecutive years as a member of the Board of
           Directors shall receive an Annual Benefit Amount equal to the product
           of (A) the amount the Director would be entitled to had such Director
           completed five consecutive years of service as an Outside Director
           multiplied by (B) a fraction, the numerator of which is the number of
           completed years of service (and completed months of service of the
           final year expressed as a fraction of the final year to the nearest
           quarter), and the denominator of which is five.

      (iii)  Notwithstanding anything herein to the contrary, individuals who
             (a) were Outside Directors on March 15, 1990; and (b) attain the
             age of 70 prior to completing five consecutive years of service as
             a member of the Board of Directors shall be entitled to an Annual
             Benefit Amount equal to the Annual Retainer Fee.

                                       4

<PAGE>

4.02      Payment of Benefit
          ------------------

          One-fourth of the Annual Benefit Amount will be paid quarterly,
          commencing with the later of:

          (a)  the first day of the first month of the calendar quarter
               coincident with or next following the date of the eligible
               Participant's retirement or death, or

          (b)  the 20th day after the date of the eligible Participant's
               retirement or death.

4.03      Duration of Benefits
          --------------------

          Annual Benefit Amount payments shall cease upon the payment made for
          the earlier of the following events, whichever is applicable.


          (a)  For Participants who have completed as least five, but not more
               than nine, consecutive years of service, payments shall continue
               for a number of years equal to years of completed consecutive
               service and shall cease upon the payment for the last quarter
               preceding the anniversary of the Participant's date of retirement
               from the Board of Directors or demise.

          (b)  For Participants who have completed ten or more consecutive years
               of service on the Board of Directors, payments shall continue
               until the last  quarter preceding the tenth anniversary of the
               Participant's date of retirement from the Board of Directors or
               demise.

          (c)  If the Participant dies and there is no Surviving Spouse,
               payments shall continue until the quarter following the quarter
               in which the death of the Participant occurs.

          (d)  Payments to a Surviving Spouse shall cease in the quarter in
               which the death of the Surviving Spouse occurs.

                                       5

<PAGE>

4.04      Change of Control Vesting
          -------------------------

          In the event of a Change of Control, all Outside Directors serving on
          the Board of Directors at the time of the Change of Control shall be
          immediately vested and entitled to an Annual Benefit Amount for each
          year (or if less than one year, for each fraction of a year to the
          nearest quarter) of consecutive service.  Actual payment of benefits
          will commence in accordance with Section 4.02 and continue in
          accordance with Section 4.03.

          (a)  Change of Control:  For purposes of this Plan, except as provided
               -----------------
               in (b) and (c), Change of Control herein shall be deemed to have
               occurred if any of the following events occur:

               (1)  Any "person" as such term is used in Sections 13(d)(3) and
                    14(d)(2) of the Securities Exchange Act of 1934, as amended
                    ("Exchange Act") or any successor provisions, other than a
                    trustee or other fiduciary holding securities under any
                    other employee benefit plan of the Company or an Affiliate,
                    becomes the "beneficial owner" (as defined in Rule 13d-3
                    under the Exchange Act or any successor provisions),
                    directly or indirectly, of securities of the Company
                    representing fifteen percent (15%) or more of the combined
                    voting power of the Company's then outstanding securities
                    (unless the event causing the fifteen percent (15%)
                    threshold to be crossed is an acquisition of securities
                    directly from the Company).

               (2)  During any period of two consecutive years, "Continuing
                    Directors,"  as described in (B), cease for any reason to
                    constitute at least a majority of the Board.

                    (A)  The period of two consecutive years does not include
                         any period prior to the adoption of this Plan.

                    (B)  The term "Continuing Directors," for purposes of this
                         Section, means:

                         (i)  individuals who at the beginning of the two-
                              consecutive-year period constitute the Board, and

                                       6

<PAGE>

                         (ii) any new director whose nomination by the Board or
                              election by the Company's shareholders was
                              approved by a vote of at least two-thirds of the
                              directors then still in office who either were
                              directors at the beginning of the two-consecutive-
                              year period or whose election or nomination for
                              election was previously so approved.  This clause
                              (ii) does not include a director designated by a
                              person who has entered into an agreement with the
                              Company to effect a transaction described in (1)
                              or (3) of this subsection (a).

               (3)  The shareholders of the Company approve a merger or
                    consolidation of the Company with any other corporation, but
                    only if the transaction closes or is otherwise effectuated.
                    This paragraph (3) does not cover a merger or consolidation
                    which would result in the voting securities of the Company
                    outstanding immediately prior thereto continuing to
                    represent (either by remaining outstanding or by being
                    converted into voting securities of the surviving entity) at
                    least 80% of the combined voting power of the voting
                    securities of the Company or such surviving entity
                    outstanding immediately after such merger or consolidation.

               (4)  The shareholders of the Company approve a plan of complete
                    liquidation of the Company or an agreement for the sale or
                    disposition of the Company or all or substantially all of
                    the Company's assets, but only if the transaction closes or
                    is otherwise effectuated.

          (b)  Override by Board : Transactions described in the previous
               -----------------
               Section do not constitute Changes in Control if, immediately
               prior to the change in ownership, merger, consolidation, sale or
               other disposition, liquidation or change in the Board, the Board
               shall pass a resolution approved by a vote of the majority of the
               Continuing Directors to the effect that it has determined that
               such transaction does not constitute a Change of Control within
               the intention of this definition.  In addition, if a Change of
               Control has occurred, no subsequent event shall result in another
               Change of Control.

                                       7

<PAGE>

          (c)  February 1998 Vote:  No Change of Control will be deemed to have
               ------------------
               occurred by virtue of the vote of shareholders on February 26,
               1998 to merge with Lockheed Martin Corporation unless and until
               that merger closes.

          (d)  Limitation on Amendment Authority:  The Plan may not be amended,
               ---------------------------------
               terminated, or otherwise modified or interpreted to eliminate,
               reduce or defer Change of Control benefits with respect to the
               circumstances described in (a)(3) or (4), between the date of the
               shareholder vote and the closing or other effectuation of the
               transaction.  This is not intended to reduce the Board's
               authority under (b).




                                       8

<PAGE>

                                   SECTION 5
                                 MISCELLANEOUS

5.01      Plan Amendment or Termination
          -----------------------------

          The Board may at any time, or from time, to time, amend or terminate
          the Plan.

          (a)  No such amendment or termination may reduce Plan benefits which
               accrued prior to the amendment or termination without the prior
               written consent of each person entitled to receive benefits under
               the Plan who is adversely affected by such action.

          (b)  The amendment and termination power of this Section is also
               subject to the provisions of Section 4.04(d).

5.02      Assignment of Benefits
          ----------------------

          A Participant in the Plan may not, either voluntarily or
          involuntarily, assign or encumber any benefits due under this Plan,
          nor may the same be subject to attachment or garnishment by any
          creditor's claim or to legal process.

                                       9

<PAGE>







                                                                   EXHIBIT 10(t)





                         NORTHROP GRUMMAN CORPORATION

               NON-EMPLOYEE DIRECTORS EQUITY PARTICIPATION PLAN

                            Effective March 1, 1998

                         As amended December 16, 1998

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                          <C>
ARTICLE 1--Introduction....................................    1

     Section 1.01. Purpose.................................    1
     Section 1.02. Effective Date..........................    1

ARTICLE 2--Definitions.....................................    2

     Section 2.01. Accruals................................    2
     Section 2.02. Annual Accrual..........................    2
     Section 2.03. Annual Retainer Fee.....................    2
     Section 2.04. Board...................................    2
     Section 2.05. Change in Control.......................    2
     Section 2.06. Common Stock............................    2
     Section 2.07. Company.................................    2
     Section 2.08. Conversion Date.........................    2
     Section 2.09. Debilitating Illness....................    3
     Section 2.10. Director................................    3
     Section 2.11. Dividend Equivalent.....................    3
     Section 2.12. Electing Outside Director...............    3
     Section 2.13. Equity Participation Account............    3
     Section 2.14. Fair Market Value Of The Common Stock...    3
     Section 2.15. Outside Director........................    4
     Section 2.16. Participant.............................    4
     Section 2.17. Plan....................................    4
     Section 2.18. Retired Outside Director................    5
     Section 2.19. Retirement Plan.........................    5
     Section 2.20. Special Accrual.........................    5
     Section 2.21. Surviving Spouse........................    5
     Section 2.22. Total Disability........................    5
     Section 2.23. Unit....................................    5
     Section 2.24. Year Of Service.........................    6

ARTICLE 3--Participation...................................    7

     Section 3.01. In General..............................    7

ARTICLE 4--Entitlement To Benefits.........................    8

     Section 4.01. Normal Benefit..........................    8
     Section 4.02. Partial Benefit.........................    8
</TABLE>


<PAGE>

     Section 4.03. Change in Control Benefit...............    8
     Section
 4.04. Better-Of Benefit.......................    9
     Section 4.05. Surviving Spouse Benefit................    9
     Section 4.06. Other Participants......................    9

ARTICLE 5--Amount Of Benefit...............................   10

     Section 5.01. Normal Benefit Amount...................   10
     Section 5.02. Partial Benefit Amount..................   10
     Section 5.03. Change in Control Benefit Amount........   10
     Section 5.04. Better-Of Benefit Amount................   11

ARTICLE 6--Accounts........................................   13

     Section 6.01. Equity Participation Accounts...........   13
     Section 6.02. Annual Accruals.........................   13
     Section 6.03. Special Accruals........................   13
     Section 6.04. Conversion Of Accruals Into Units.......   14
     Section 6.05. Dividend Equivalents....................   14
     Section 6.06. Change in the Common Stock..............   14

ARTICLE 7--Distributions...................................   16

     Section 7.01. In General..............................   16
     Section 7.02. Amount of Installments..................   16
     Section 7.03. Conversion of Units into Dollars........   17
     Section 7.04. T-Bond Election.........................   17
     Section 7.05. Payment to a Trust......................   19

ARTICLE 8--Miscellaneous Provisions........................   20
     Section 8.01. Amendment And Termination...............   20
     Section 8.02. Plan Unfunded...........................   20
     Section 8.03. No Assignments..........................   20
     Section 8.04. No Double Payment.......................   21
     Section 8.05. No Other Rights.........................   21
     Section 8.06. Successors of the Company...............   22
     Section 8.07. Law Governing...........................   22
     Section 8.08. Actions By Company......................   22
     Section 8.09. Plan Representatives....................   22

ARTICLE 5--Change In Control Benefits......................   23

<PAGE>


<TABLE>
<S>                                                         <C>
     Section A.01. In General..............................   23
     Section A.02. Change In Control.......................   23
     Section A.03. Override by Board.......................   25
     Section A.04. February, 1998 Vote.....................   25
     Section A.05. Vesting at Change in Control............   26
     Section A.06. Limitation on Amendment Authority.......   26
</TABLE>


<PAGE>

                                   ARTICLE 1

                                  Introduction
                                  ------------

          Section 1.01. Purpose. The purposes of the Plan are to enable the
          ------------  -------
Company to attract and retain outstanding individuals to serve as non-employee
directors of the Company, and to further align the interests of non-employee
directors with the interests of the other shareholders of the Company by making
the amount of the compensation of non-employee directors dependent in part on
the value and appreciation over time of the Common Stock of the Company.

          Section 1.02. Effective Date. This restatement of the Plan is
          ------------  --------------
effective as of March 1, 1998. The Plan was originally effective March 19, 1997.

<PAGE>

                                   ARTICLE 2

                                  Definitions
                                  -----------

            The following terms when used and capitalized in the Plan will have
the following meanings:

          Section 2.01. Accrual. Any dollar amounts credited to the Equity
          ------------  -------
Participation Account, including any Special Accrual, Annual Accruals, and
Dividend Equivalents.

          Section 2.02. Annual Accrual. This is defined in Section 6.02.
          ------------  --------------

          Section 2.03. Annual Retainer Fee. That fixed amount paid to Directors
          ------------  -------------------
exclusive of travel expenses, meeting fees, committee fees, or any other similar
remuneration.

            Section 2.04. Board. The Board of Directors of the Company.
            ------------  -----

            Section 2.05. Change in Control. This is defined in Sections A.02-
            ------------  -----------------
A.04.

            Section 2.06. Common Stock. The Common Stock of the Company.
            ------------  ------------

            Section 2.07. Company. Northrop Grumman Corporation.
            ------------  -------

            Section 2.08. Conversion Date. The date the Outside Director's
            -----------------------------
service as a member of the Board terminates for any reason, including death.

                                       2

<PAGE>

          Section 2.09. Debilitating Illness. Any physical or mental condition
          ------------  --------------------
which renders an individual unable to carry on the normal duties of his or her
active business career.

          Section 2.10. Director. A member of the Board.
          ------------  --------

          Section 2.11. Dividend Equivalent. An amount equal to the cash
          ------------  -------------------
dividend per share which is payable on any dividend payment date for the Common
Stock.

          Section 2.12. Electing Outside Director. An Outside Director
          ------------  -------------------------
participating in the Retirement Plan who, at the inception of this Plan, elected
to terminate participation in the Retirement Plan and to participate in this
Plan instead.

          Section 2.13. Equity Participation Account. An unfunded bookkeeping
          ------------  ----------------------------
account maintained by the Company for a Participant to which amounts are
credited under the Plan.

            Section 2.14. Fair Market Value Of The Common Stock. This is
            ------------  -------------------------------------
determined as follows:

          (a) for relevant Accruals and Conversion Dates that occur on or before
February 18, 1998, the closing price of a share of Common Stock as reported on
the composite tape for securities listed on the New York Stock Exchange (the
"Exchange") for the date in question. If no sales of Common

                                       3

<PAGE>

Stock were made on the Exchange on that date, the closing price of a share of
Common Stock as reported on said composite tape for the preceding day on which
sales of Common Stock were made on the Exchange shall be substituted; and

          (b) for relevant Accruals and Conversion Dates that occur after
February 18, 1998, the average of the daily closing prices of a share of Common
Stock as reported on the composite tape for securities listed on the Exchange
for the 20 trading days (counting as trading days only days on which sales of
Common Stock are reported) ending with the date in question.

            Section 2.15. Outside Director. A Director who is not a common law
            ------------  ----------------
employee of the Company.

            Section 2.16. Participant. Each current or former Outside Director
            ------------  -----------
eligible for benefits under the Plan who has not yet received a complete
distribution of his or her benefits under the Plan, other than a former Outside
Director who terminated service with the Board without any entitlement to
benefits under Sections 4.01-4.03.

            Section 2.17. Plan. The Northrop Grumman Corporation Non-Employee
            ------------  ----
Directors Equity Participation Plan.

                                       4

<PAGE>

            Section 2.18. Retired Outside Director. An Outside Director whose
            ------------  ------------------------
service as a member of the Board for any reason has terminated and who is
entitled to receive a distribution.

            Section 2.19. Retirement Plan. The Northrop Grumman Corporation
            ------------  ---------------
Board of Directors Retirement Plan.

            Section 2.20. Special Accrual. This is defined in Section 6.03.
            ------------  ---------------

            Section 2.21. Surviving Spouse. A person who:
            ------------  ----------------

            (a)   was legally married to the Participant for at least one year
                  prior to the date the Participant ceases to serve on the Board
                  (including death while serving on the Board), and

            (b)   outlives the deceased Participant by at least 30 calendar
                  days, to the extent he or she is not prevented from receiving
                  benefits under the Plan by a court order or property
                  settlement at the time payments would otherwise be due.

            Section 2.22. Total Disability. Total disability as defined in the
            ------------  ----------------
Northrop Grumman Long-Term Disability Insurance Plan.

            Section 2.23. Unit. An equivalent to a share of Common Stock, which
            ------------ ----
the denomination into which all dollar Accruals to any
Equity Participation Account are to be converted.

                                       5

<PAGE>

            Section 2.24. Year Of Service. A 12-consecutive-month period of
            ------------  ---------------
service as an Outside Director.

                                       6

<PAGE>

                                   ARTICLE 3

                                 Participation
                                 -------------

            Section 3.01. In General. A Director is eligible to participate in
            ------------  ----------
the Plan if he or she:

            (a) becomes an Outside Director after March 19, 1997, or

            (b) is an Electing Outside Director.

                                       7

<PAGE>

                                   ARTICLE 4

                            Entitlement To Benefits
                            -----------------------

            Section 4.01. Normal Benefit. Each Participant who terminates
            ------------  --------------
service on the Board will be entitled to receive a benefit under Section 5.01 if
he or she satisfies (a) or (b):

            (a) He or she completes at least three consecutive Years of Service.

            (b) He or she retires from the Board as a result of Total Disability
or a Debilitating Illness.

            Section 4.02. Partial Benefit. A Participant will be entitled to
            ------------  ---------------
receive a partial benefit under Section 5.02 if:

            (a) he or she terminates service on the Board prior to completing
three consecutive Years of Service, and

            (b) his or her termination occurs because he or she will have
attained age 70 prior to the Annual Meeting of Shareholders.

            Section 4.03. Change in Control Benefit. A Participant who is not
            ------------  -------------------------
entitled to benefits under Section 4.01 will be entitled to receive a Change in
Control benefit under Section 5.03 if the conditions described in Appendix A are
met.

                                       8

<PAGE>

          Section 4.04. Better-Of Benefit. A Participant entitled to a benefit
          ------------  -----------------
under Sections 4.01-4.03 will be entitled to "better-of" benefits under Section
5.04 if he or she:

            (a) was a Participant in the Plan and a current Outside Director as
of March 1, 1998, and

            (b) terminates service on account of death, Debilitating Illness or
Total Disability.

          Section 4.05. Surviving Spouse Benefit. Upon a Participant's death,
          ------------  ------------------------
his or her Surviving Spouse, if any, will be eligible to receive the remainder
of the payments due the Participant. If there is no Surviving Spouse, all
payments will cease.

          Section 4.06. Other Participants. No benefits will be paid with
          ------------  ------------------
respect to a Participant who terminates service with the Board unless the
eligibility conditions of Section 4.01, 4.02 or 4.03 are satisfied.

                                       9

<PAGE>

                                   ARTICLE 5

                               Amount Of Benefit
                               -----------------

          Section 5.01. Normal Benefit Amount. The normal benefit amount is the
          ------------  ---------------------
full balance of the Participant's Equity Participation Account.

          Section 5.02. Partial Benefit Amount. The partial benefit amount is
          ------------  ----------------------
the Participant's Equity Participation Account multiplied by a fraction.

          (a) The numerator of the fraction is the number of the Participant's
completed consecutive Years of Service and the denominator is three.

          (b) For purposes of (a), completed Years of Service include completed
months of service (rounded up to the nearest month) expressed as a fraction of a
year to the nearest quarter.

            Section 5.03. Change in Control Benefit Amount. The Change in
            ------------  --------------------------------
Control benefit is equal to the greater of (a) or (b):

          (a) The full balance of the Participant's Equity Participation
              Account.

          (b) In the case of any Electing Outside Director, the benefit the
              Participant would receive (if any) if he or she were a participant
              under the Retirement Plan, but only if it would be greater than
              the benefit under (a).

                     (1)  The Retirement Plan benefit will be considered greater
                          than the benefit in (a) for purposes of this

                                       10

<PAGE>

                          subsection if the present value of the projected
                          Retirement Plan benefit is greater than the
                          Participant's balance in his or her Equity
                          Participation Account at the Conversion Date.

                     (2)  For purposes of determining the present value of the
                          Retirement Plan benefit, the following assumptions
                          will be used:

                          (A) An interest rate assumption of 6.5% will be used.

                          (B) No mortality factor will be applied. The
                              Participant will be assumed to get all payments
                              before dying.

                          (C) The Annual Retainer Fee used by the Retirement
                              Plan will be assumed to remain constant for all
                              future years.

          Section 5.04. Better-Of Benefit Amount. A Participant entitled to
          ------------  ------------------------
"better-of" benefits will have his or her benefits determined under this Section
if that would result in greater benefits than those provided under Sections
5.01-5.03, as applicable.

                                       11

<PAGE>

          (a) The benefit under this Section equals the benefit the Participant
would receive (if any) if he or she were a participant under the Retirement
Plan.

          (b) If a Participant would not be entitled to any benefit under the
Retirement Plan (e.g., because he or she failed to meet the five years of
service requirement), this Section will not provide any alternative benefits.

          (c) The Retirement Plan benefit will be considered greater for
purposes of this Section if the present value of the projected Retirement Plan
benefit is greater than the Participant's balance in his or her Equity
Participation Account at the Conversion Date.

          (d) For purposes of determining the present value of the Retirement
Plan benefit, the following assumptions will be used:

                  (1) An interest rate assumption of 6.5% will be used.

                  (2) No mortality factor will be applied. The Participant will
be assumed to get all payments before dying.

                  (3) The Annual Retainer Fee used by the Retirement Plan will
be assumed to remain constant for all future years.

                                       12

<PAGE>

                                   ARTICLE 6

                                   Accounts
                                   --------

          Section 6.01. Equity Participation Accounts. An Equity Participation
          ------------  -----------------------------
Account will be maintained for each Participant having an amount to his or her
credit under the Plan. The account will keep track of Accruals and payments for
a Participant's benefit.

          Section 6.02. Annual Accruals. On each March 19, the Company will
          ------------  ---------------
credit an amount equal to 50% of the Annual Retainer Fee (an "Annual Accrual")
to the Equity Participation Account of each Participant who provided a full Year
of Service in the immediately preceding 12-month period.

          (a) No accrual will be made for any Outside Director who has
provided at least ten consecutive Years of Service.

          (b) Participants who have provided less than a full Year of Service
for the immediately preceding 12-month period will receive a pro rated portion
of the normal Annual Accrual based on their months of service for the year
(rounded up to the nearest month) divided by 12.

          Section 6.03. Special Accruals. As of March 19, 1997, the Company
          ------------  ----------------
credited to the Equity Participation Account of each Electing Outside Director a
special, one-time credit (a "Special Accrual"). The dollar amount

                                       13

<PAGE>

of the Special Accrual was equal to the present value (calculated at a 6.5%
discount rate) of the accrued benefits of an Electing Outside Director under the
Retirement Plan.

          Section 6.04. Conversion Of Accruals Into Units. Each Accrual will be
          ------------  ---------------------------------
converted into Units by dividing the dollar amount of the Accrual by the Fair
Market Value of the Common Stock on the day the Accrual is made. Units will be
calculated and recorded in Equity Participation Accounts rounded to the third
decimal place.

          Section 6.05. Dividend Equivalents. On each date on which cash
          ------------  --------------------
dividends are paid on shares of the Common Stock, Equity Participation Accounts
will be credited with one Dividend Equivalent for each Unit credited to such
Account.

          (a) Each fraction of a Unit will be credited with a like fraction of
a Dividend Equivalent on such date.

          (b) Dividend Equivalents credited to each Equity Participation Account
will be converted into Units by dividing the dollar amount of the Dividend
Equivalent by the Fair Market Value of the Common Stock on the date the Dividend
Equivalent is accrued.

          Section 6.06. Change in the Common Stock. In the event of any stock
          ------------  --------------------------
dividend, stock split, recapitalization, distribution of property, merger,
split-

                                       14

<PAGE>

up, spin-off, or other change affecting or distribution with respect to the
Common Stock of the Company (other than cash dividends), the Units in each
Account will be adjusted in the same manner and proportion as the change to the
Common Stock.

                                       15

<PAGE>

                                   ARTICLE 7

                                 Distributions
                                 -------------

            Section 7.01. In General.
            ------------  ----------
          (a) All distributions of Equity Participation Accounts to
Participants will be made in cash.

          (b) The Equity Participation Account of each Retired Outside Director
will be paid in a number of annual installments equal to the number of full
Years of Service for which benefits have been accrued (not to exceed ten),
subject to (d).

          (c) Payments will commence on the 20th business day following the
Conversion Date for such Equity Participation Account, and then on each
anniversary of the Conversion Date.

           (d) All payments will cease no later than:

                  (1) upon the death of the Surviving Spouse, or

                  (2) if there is no Surviving Spouse, upon the death of the
Participant.

          Section 7.02. Amount of Installments. Each installment will be in an
          ------------  ----------------------
amount equal to the total dollar value of the Equity Participation Account as of
the Conversion Date or the applicable anniversary date of the Conversion

                                       16

<PAGE>

Date to which the payment relates divided by the number of installments
remaining to be paid.

          Section 7.03. Conversion of Units into Dollars. The total dollar value
          ------------  --------------------------------
of the Equity Participation Account will be determined by multiplying the number
of Units then in the account by the Fair Market Value of the Common Stock on the
Conversion Date or any applicable anniversary. The number of Units in the
account will be reduced by the Unit equivalent of each payment.

          Section 7.04. T-Bond Election: If a Participant makes an election
          ------------  ---------------
under this section, the amount of each payment will be determined under this
section rather than under Section 7.03. The timing and number of payments will
still be determined under Section 7.01.

          (a) Account Balance: If a Participant makes an election under this
              ---------------
section, his or her Equity Participation Account will be converted to a deemed
principal amount at the Conversion Date which will earn deemed interest on the
remaining balance. The Account will be increased for deemed interest and reduced
for payments made. The Account will no longer be based on the value of the
Common Stock.

          (b) Initial Principal Amount: The initial principal amount for any
              ------------------------
Participant will be determined on the Conversion Date by multiplying the

                                       17

<PAGE>

number of Units in the Participant's Equity Participation Account by the Fair
Market Value of the Common Stock on the Conversion Date.

          (c) Initial Payment: The initial payment will be equal to the Initial
              ---------------
Principal Amount divided by the total number of installments to be paid.

          (d) Later Payments: Each annual installment after the Initial Payment
              --------------
will be equal to the remaining Account balance at the applicable anniversary of
the Conversion Date divided by the number of remaining installments.

          (e) Interest Credits: Interest will be credited on the amount
              ----------------
remaining after the Initial Payment and future account balances at the rate
specified in (f), compounded daily.

          (f) T-Bond Rate: The interest rate will be equal to the average
              -----------
interest rate on 10-year U.S. Treasury bonds for the 52 weeks ending immediately
prior to the applicable anniversary of the Conversion Date.

          (g) Elections: An election under this subsection may be made only by
              ---------
delivering a written election of this T-Bond option to the Secretary of Northrop
Grumman Corporation (or its successor), on a form specified by the Secretary:

               (1) no later than March 1, 1998, in the case of Participants
who were Outside Directors as of February 18, 1998, or

                                       18

<PAGE>

                (2) no later than 30 days after becoming an Outside Director
with respect to Participants who become Outside Directors after March 1, 1998.
After the relevant date in (1) or (2), an election (or failure to make an
election) under this Section will become irrevocable.

          Section 7.05. Payment to a Trust. The Participant may elect that
          ------------  ------------------
payments under this Article be made to a trust. Any payments due will be made to
the trust as long as the election by the Participant remains in effect.

                                       19

<PAGE>

                                   ARTICLE 8

                           Miscellaneous Provisions
                           ------------------------

            Section 8.01. Amendment And Termination. The Board may at any time,
            ------------  -------------------------
or from time to time, amend or terminate the Plan.

            (a) No such amendment or termination may reduce Plan benefits which
accrued prior to the amendment or termination without the prior written consent
of each person entitled to receive benefits under the Plan who is adversely
affected by such action.

            (b) The amendment and termination power of this Section is also
subject to the provisions of Section A.06.

          Section 8.02. Plan Unfunded. The Plan is unfunded. Benefits under the
          ------------  -------------
Plan represent only a general contractual conditional obligation of the Company
to pay in accordance with the provisions of the Plan.

          Section 8.03. No Assignments. All payments under the Plan will be made
          ------------  --------------
only to the Participant, to his or her Surviving Spouse, or to any trust
designated by the Participant under Section 7.05. The right to receive payments
under the Plan may not otherwise be assigned or transferred by, and is not
subject to the claims of creditors of, any Participant or his or her Surviving
Spouse.

                                       20

<PAGE>

          Section 8.04. No Double Payment. This Section applies if, despite the
          ------------  -----------------
prior Section, with respect to any Participant (or his or her Surviving Spouse),
the Company is required to make payments under this Plan to a person or entity
other than the proper payees described in the Plan. In such a case, any amounts
due the Participant (or his or her Surviving Spouse) under this Plan will be
reduced by the actuarial value of the payments required to be made to such other
person or entity.

            (a) Actuarial value will be determined using the following actuarial
assumptions:
            ----------------------------------------------------------------

            (b) In dividing a Participant's benefit between the Participant and
another person or entity, consistent actuarial assumptions and methodologies
will be used so that there is no increased cost to the Company on an actuarial
basis.

          Section 8.05. No Other Rights. Neither the establishment of the Plan,
          ------------  ---------------
nor any action taken under it, will in any way obligate the Company to nominate
an Outside Director for re-election or continue to retain an Outside Director on
the Board or confer upon any Outside Director any other rights with respect to
the Company.

                                       21

<PAGE>

          Section 8.06. Successors of the Company. The Plan will be binding upon
          ------------  -------------------------
any successor to the Company, whether by merger, acquisition, consolidation or
otherwise.
            Section 8.07. Law Governing. The Plan will be governed by the laws
            ------------  -------------
of the State of California.

          Section 8.08. Actions By Company. Any powers exercisable by the
          ------------  ------------------
Company under the Plan will be utilized by written resolution adopted by the
Board or its delegate. The Board may by written resolution delegate any of the
Company's powers under the Plan and any such delegations may provide for
subdelegations, also by written resolution.

          Section 8.09. Plan Representatives. Those authorized to act as Plan
          ------------  --------------------
representatives will be designated in writing by the Board or its delegate.

                                       22

<PAGE>

                                  APPENDIX A

                          Change In Control Benefits
                          --------------------------

          Section A.01. In General. This Appendix provides for accelerated
          ------------  ----------
vesting of benefits in the event of a Change of Control.

          Section A.02. Change In Control. Except as provided in Sections A.03
          ------------  -----------------
and A.04, a Change in Control occurs under any of the following circumstances:

          (a) Any "person" as such term is used in Sections 13(d)(3) and
14(d)(2) of the Securities Exchange Act of 1934, as amended ("Exchange Act") or
any successor provisions, other than a trustee or other fiduciary holding
securities under any other employee benefit plan of the Company or an Affiliate,
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act
or any successor provisions), directly or indirectly, of securities of the
Company representing fifteen percent (15%) or more of the combined voting power
of the Company's then outstanding securities (unless the event causing the
fifteen percent (15%) threshold to be crossed is an acquisition of securities
directly from the Company).

          (b) During any period of two consecutive years, "Continuing
Directors", as described in (2), cease for any reason to constitute at least a
majority of the Board.

                                       23

<PAGE>

                  (1) The period of two consecutive years does not include any
period prior to the adoption of this Plan on March 19, 1997.

                  (2) The term "Continuing Directors", for purposes of this
Appendix, means:

                       (A) individuals who at the beginning of the two-
consecutive-year period constitute the Board, and

                       (B) any new director whose nomination by the Board or
election by the Company's shareholders was approved by a vote of at least two-
thirds of the directors then still in office who either were directors at the
beginning of the two-consecutive-year period or whose election or nomination for
election was previously so approved. This clause (B) does not include a director
designated by a person who has entered into an agreement with the Company to
effect a transaction described in (a) or (c) of this Section.

          (c) The shareholders of the Company approve a merger or consolidation
of the Company with any other corporation, but only if the transaction closes or
is otherwise effectuated. This subsection (c) does not cover a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into

                                       24

<PAGE>

voting securities of the surviving entity) at least 80% of the combined voting
power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation.

          (d) The shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition of the
Company or all or substantially all of the Company's assets, but only if the
transaction closes or is otherwise effectuated.

          Section A.03. Override by Board. Transactions described in the
          ------------  -----------------
previous Section do not constitute Changes in Control if, immediately prior to
the change in ownership, merger, consolidation, sale or other disposition,
liquidation or change in the Board, the Board shall pass a resolution approved
by a vote of the majority of the Continuing Directors to the effect that it has
determined that such transaction does not constitute a Change in Control within
the intention of this definition. In addition, if a Change in Control has
occurred, no subsequent event shall result in another Change in Control.

          Section A.04. February, 1998 Vote. No Change in Control will be deemed
          ------------  -------------------
to have occurred by virtue of the vote of shareholders on February 26, 1998 to
merge with Lockheed Martin Corporation unless and until that merger closes.

                                       25

<PAGE>

          Section A.05. Vesting at Change in Control. Any Participant serving as
          ------------  ----------------------------
an Outside Director at the time of a Change in Control will immediately become
entitled to Change in Control benefits under Section 5.03. Actual payment of
benefits will not commence until termination of his or her service in accordance
with Section 7.01.

          Section A.06. Limitation on Amendment Authority. The Plan may not be
          ------------  ---------------------------------
amended, terminated, or otherwise modified or interpreted to eliminate, reduce
or defer Change in Control benefits with respect to the circumstances described
in Section A.02(c) or (d), between the date of the shareholder vote and the
closing or other effectuation of the transaction. This Section is not intended
to reduce the Board's authority under Section A.03.

                                       26

<PAGE>





                                                                   EXHIBIT 10(Y)


                          NORTHROP GRUMMAN CORPORATION
                               CHANGE-IN-CONTROL
                                 SEVERANCE PLAN

(Composite Plan document reflecting the First and Second Amendments to the Plan,
         and the amendments adopted by the Compensation and Management
                  Development Committee on November 18, 1998)

<PAGE>

                          NORTHROP GRUMMAN CORPORATION
                        CHANGE-IN-CONTROL SEVERANCE PLAN

(Composite Plan document reflecting the First and Second Amendments to the Plan,
         and the amendments adopted by the Compensation and Management
                  Development Committee on November 18, 1998)

Article 1.  Establishment, Term, and Purpose

     .1.  Establishment of the Plan.  Northrop Grumman Corporation (hereinafter
referred to as the "Company") hereby establishes a change in control severance
plan to be known as the "Northrop Grumman Corporation Change-in-Control
Severance Plan" (the "Plan"). The Plan shall become effective August 1, 1996
(the "Effective Date").

     .2.  Term of the Plan. This Plan will commence on the Effective Date and
shall continue in effect for three (3) full calendar years. However, at the end
of such three (3) year period and, if extended, at the end of each additional
year thereafter, the term of this Plan shall be extended automatically for one
(1) additional year, unless the Committee
 delivers written notice six (6) months
prior to the end of such term, or extended term, to each Participant, that the
Plan will not be extended in such case, the Plan will terminate at the end of
the term then in progress. [Notwithstanding the foregoing provisions of this
paragraph, but subject to the following paragraph of this Article 1.2, the term
of this Plan shall expire on February 29, 2000.]*

     However, in the event a Change in Control occurs during the original or any
extended term, this Plan will remain in effect for the longer of: (i) twenty-
four (24) months beyond the month in which such Change in Control occurred; or
(ii) until all obligations of the Company hereunder have been fulfilled, and
until all benefits required hereunder have been paid to Participants.

     .3.  Purpose of the Plan. The purpose of the Plan is to provide certain key
employees of the Company employment protection and financial security in the
event of a Change in Control of the Company.

Article 2.  Definitions

     Whenever used in this Plan, the following terms shall have the meanings set
forth below and, when the meaning is intended, the initial letter of the word is
capitalized:

     (a)  "Base Salary" means the salary of record paid to a Participant as
              annual salary (whether or not deferred), but excludes amounts
              received under incentive or other bonus plans.

     (b)  "Beneficial Owner" shall have the meaning ascribed to such term in
              Rule 13d-3 of the General Rules and Regulations under the Exchange
              Act.

     (c)  "Beneficiary" means the persons or entities designated or deemed
              designated by a Participant pursuant to Section 10.2 herein.

     (d)  "Board" means the Board of Directors of the Company.

     (e)  "Cause" shall mean the occurrence of either or both of the following:

- ----------------------
* This bracketed sentence applies only to persons who become Participants on or
after November 18, 1998.

                                       1

<PAGE>

          (i)  The Participant's conviction for committing an act of fraud,
                   embezzlement, theft, or other act constituting a felony; or

          (ii) The willful engaging by the Participant in gross misconduct
                   materially and demonstrably injurious to the Company.
                   However, no act or failure to act, on the Participant's part
                   shall be considered "willful" unless done, or omitted to be
                   done, by the Participant not in good faith and without
                   reasonable belief that his action or omission was in the best
                   interest of the Company.

     (f)  "Change in Control" of the Company shall be deemed to have occurred as
          of the first day that any one or more of the following conditions
          shall have been satisfied:

          (i)  Any Person (other than those Persons in control of the Company as
                   of the Effective Date, or other than a trustee or other
                   fiduciary holding securities under an employee benefit plan
                   of the Company), becomes the Beneficial Owner, directly or
                   indirectly, of securities of the Company representing fifteen
                   percent (15%) or more of the combined voting power of the
                   Company's then outstanding securities and for purposes of
                   this subsection (i) "Person" or "group" shall not include
                   underwriters acquiring newly issued voting securities (or
                   securities convertible into voting securities) directly from
                   the Company with a view towards distribution; or

          (ii) During any period of two (2) consecutive years (not including any
                   period prior to the execution of this Agreement), individuals
                   who at the beginning of such period constitute the Board (and
                   any new Director, whose election by the Company's
                   stockholders was approved by a vote of at least two-thirds
                   (2/3) of the Directors then still in office who either were
                   Directors at the beginning of the period or whose election or
                   nomination for election was so approved), cease for any
                   reason to constitute a majority thereof; or

          (iii) The stockholders of the Company approve: (A) a plan of complete
                   liquidation of the Company; or (B) an agreement for the sale
                   or disposition of all or substantially all the Company's
                   assets in one or a series of related transactions; or (C) a
                   merger, consolidation, or reorganization of the Company with
                   or involving any other corporation, other than a merger,
                   consolidation, or reorganization that would result in the
                   voting securities of the Company outstanding immediately
                   prior thereto continuing to represent (either by remaining
                   outstanding or by being converted into voting securities of
                   the surviving entity) more than seventy-five percent (75%) of
                   the combined voting power of the voting securities of the
                   Company (or such surviving entity) outstanding immediately
                   after such merger, consolidation, or reorganization.

                   [(iii) The Company is liquidated; all or substantially all of
                   the Company's assets are sold in one or a series of related
                   transactions; or the Company is merged, consolidated, or
                   reorganized with or involving any other corporation, other
                   than a merger, consolidation, or reorganization that results
                   in the voting securities of the Company outstanding
                   immediately prior thereto continuing to represent (either by
                   remaining outstanding or by being converted into voting
                   securities of the surviving entity) more than seventy-five
                   percent (75%) of the combined voting power of the voting
                   securities of the Company (or such

                                       2

<PAGE>

                   surviving entity) outstanding immediately after such merger,
                   consolidation, or reorganization.]**

     (g)  "Code" means the United States Internal Revenue Code of 1986, as
              amended.

     (h)  "Committee" means the Compensation and Management Development
              Committee of the Board, or any other committee appointed by the
              Board to perform the functions of the Compensation and Management
              Development Committee.

     (i)  "Company" means Northrop Grumman Corporation, a Delaware corporation
              (including any subsidiaries specified by the Committee), or any
              successor thereto as provided in Article 10 herein.

     (j)  "Disability" shall mean, for all purposes of this Plan, the incapacity
              of a Participant, due to injury, illness, disease, or bodily or
              mental infirmity, to engage in the performance of substantially
              all of the usual duties of employment with the Company, such
              Disability to be determined by the Committee upon receipt and in
              reliance on competent medical advice from one (1) or more
              individuals, selected by the Committee, who are qualified to give
              such professional medical advice.

     (k)  "Effective Date" means the date of this Plan set forth above.

     (l)  "Effective Date of Termination" means the date on which a Qualifying
              Termination occurs.

     (m)  "Exchange Act" means the United States Securities Exchange Act of
              1934, as amended.

     (n)  "Good Reason" shall mean without the Participant's express written
              consent, the occurrence of any one or more of the following:

              (i)  The assignment of the Participant to duties materially
                      inconsistent with the Participant's authorities, duties,
                      responsibilities, and status (including titles and
                      reporting requirements) as an employee of the Company, or
                      a material reduction or alteration in the nature or status
                      of the Participant's authorities, duties, or
                      responsibilities from their highest level during the
                      ninety (90) days prior to the Change in Control, other
                      than an insubstantial and inadvertent act that is remedied
                      by the Company promptly after receipt of notice thereof
                      given by the Participant;

              (ii)  A reduction by the Company in the Participant's Base Salary
                      as in effect on the Effective Date or as the same shall be
                      increased from time to time;

              (iii) A material reduction in the Participant's level of
                      participation in any of the Company's short and/or long-
                      term incentive compensation plans, employee benefit or
                      retirement plans, or policies, practices, or arrangements
                      in which the Participant participates as of the Effective
                      Date; provided, however, that reductions in the levels of
                      participation in any such plan, policy, practice or
                      arrangement shall not be deemed to be "Good Reason" if the
                      Participant's reduced level of participation in each such
                      plan, policy, practice or arrangement remains

- -------------------------
** The provisions of this bracketed clause (iii) apply (in lieu of the
unbracketed text of clause (iii) under Article 2(f)) to persons who become
Participants on or after November 18, 1998.

                                       3

<PAGE>

                      substantially consistent with the average level of
                      participation of other employees who have positions
                      commensurate with the Participant's position; or

              (iv) The failure of the Company to obtain a satisfactory agreement
                      from any successor to the Company to assume and agree to
                      perform this Plan, as contemplated in Article 11 herein.

     (o)  "Participant" means an employee of the Company who fulfills the
              eligibility and participation requirements, as provided in Article
              3 herein.

     (p)  "Person" shall have the meaning ascribed to such term in Section
              3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
              thereof, including a "group" as defined in Section 13(d).

     (q)  "Plan" means this Change-in-Control Severance Plan.

     (r)  "Qualifying Termination" means any of the events described in Section
              4.3 herein.

     (s)  "Severance Benefits" means the payment of severance compensation as
              provided in Section 4.4 herein.

Article 3.  Participation

      .1. Eligible Employees. Individuals eligible to participate in the Plan
shall include such employees of the Company as may be determined by the
Committee in its sole discretion.

     .2. Participation. Subject to the terms of the Plan, the Committee may,
from time to time select from all eligible employees those who shall participate
in the Plan.

Article 4.  Severance Benefits

     .1. Right to Severance Benefits. A Participant shall be entitled to
receive from the Company Severance Benefits, as described in Section 4.4 herein,
if there has been a Change in Control of the Company and if, within the six (6)
full calendar month period prior to the effective date of a Change in Control,
or within twenty-four (24) calendar months following the effective date of a
Change in Control, the Participant's employment with the Company shall end for
any reason specified in Section 4.3 herein.

     Participants shall not be entitled to receive Severance Benefits if they
are terminated for Cause, or if their employment with the Company ends due to
death or Disability, or due to a voluntary termination of employment by the
Participant without Good Reason.

     .2. Services During Certain Events. In the event a Person begins a tender
or exchange offer, circulates a proxy to shareholders of the Company, or takes
other steps seeking to effect a Change in Control, each Participant agrees that
he or she will not voluntarily leave the employ of the Company and will render
service until such Person has abandoned or terminated his or its efforts to
effect a Change in Control, or until six (6) months after a Change in Control
has occurred; provided, however, that the Company may terminate the
Participant's employment for Cause at any time, and the Participant may
terminate his or her employment any time after the Change in Control for Good
Reason.

     .3. Qualifying Termination. The occurrence of any one or more of the
following events within the six (6) full calendar month period prior to the
effective date of a Change in Control, or within

                                       4

<PAGE>

twenty-four (24) calendar months following the effective date of Change in
Control of the Company shall trigger the payment of Severance Benefits to a
Participant under this Plan:

     (a)  An involuntary termination of the Participant's employment by the
              Company for reasons other than Cause, or a voluntary termination
              by the Participant for Good Reason;

     (b)  A successor company fails or refuses to assume the Company's
              obligations under this Plan, as required by Article 11 herein; or

     (c)  The Company or any successor company breaches any of the provisions of
              this Plan.

     .4.  Description of Severance Benefits. In the event that a Participant
becomes entitled to receive Severance Benefits, as provided in Sections 4.1 and
4.3 herein, the Company shall pay to the Participant and provide him or her with
the following:

     (a)  An amount equal to two (2) times the highest rate of the Participant's
              annualized Base Salary rate in effect at any time up to and
              including the Effective Date of Termination;

     (b)  An amount equal to two (2) times the greater of: (i) the Participant's
              average annual bonus earned over the three (3) full fiscal years
              prior to the Effective Date of Termination; or (ii) the
              Participant's target annual bonus established for the bonus plan
              year in which the Participant's Effective Date of Termination
              occurs;

     (c)  An amount equal to the Participant's unpaid Base Salary and accrued
              vacation pay through the Effective Date of Termination;

     (d)  An amount equal to the Participant's unpaid targeted annual bonus,
              established for the plan year in which the Participant's Effective
              Date of Termination occurs, multiplied by a fraction, the
              numerator of which is the number of days completed in the then-
              existing fiscal year through the Effective Date of Termination,
              and the denominator of which is three hundred sixty-five (365);

     (e)  A continuation of the welfare benefits of medical insurance, dental
              insurance, group term life insurance and participation in any
              disability plan for two (2) full years after the Effective Date of
              Termination. These benefits shall be provided to Participants at
              the same premium cost, and at the same coverage level, as in
              effect as of the Participant's Effective Date of Termination.
              However, in the event the premium cost and/or level of coverage
              shall change for all employees of the Company, the cost and/or
              coverage level, likewise, shall change for each Participant in a
              corresponding manner.

     The continuation of these welfare benefits shall be discontinued prior to
the end of the two (2) year period in the event the Participant has available
substantially similar benefits from a subsequent employer, as determined by the
Committee;

     (f)  Except as provided in Appendix A, a lump-sum cash payment of the
              actuarial present value equivalent of the aggregate benefits
              accrued by the Participant as of the Effective Date of Termination
              under the qualified defined benefit pension plan or plans in which
              the Participant participates (the "qualified plan"), and under any
              and all supplemental retirement plans in which the Participant
              participates. For this purpose, such benefits shall be calculated
              as if the Participant's employment continued for two full years

                                       5

<PAGE>

              following the Effective Date of Termination (i.e., the Participant
              receives two additional years of vesting and benefit accruals, and
              his age is also increased two years from his age as of the
              Effective Date of Termination); provided, however, that for
              purposes of determining "Final Average Pay" under such plans, the
              Participant's actual pay history as of the Effective Date of
              Termination shall be used; and in addition, there shall be offset
              from the lump sum payment the actuarial present value equivalent
              of benefits payable to the Participant from the qualified plan as
              actually accrued by the Participant through the Effective Date of
              Termination (or such other date as determined under the terms of
              the qualified plan); the intent of this provision being that the
              qualified plan benefits will be paid in the normal course under
              the terms of the qualified plan, with additional benefits payable
              as a result of the imputation of age and service under this
              provision being paid from this Plan; and such additional two years
              of age and service to count towards eligibility under one or more
              of the Company retiree medical programs for which the Participant
              would have been eligible absent any such termination; and

     (g)  A lump-sum cash payment of the entire balance of the Participant's
              compensation which has been deferred under the Company's
              nonqualified deferred compensation plan(s) together with all
              interest that has been credited with respect to such deferred
              compensation balance.

     .5.  Termination for Total and Permanent Disability.  Following a Change in
Control of the Company, if a Participant's employment is terminated due to
Disability, the Participant shall receive his or her Base Salary through the
Effective Date of Termination at which point in time the Participant's benefits
shall be determined in accordance with the Company's disability, retirement,
insurance, and other applicable plans and programs then in effect, provided,
however, that if immediately prior to the condition or event leading to, or the
commencement of, the Disability of the Participant, the Participant would have
been entitled to invoke any of the subsections of Section 4.3 of this Plan if he
had terminated at that time, then upon termination of his employment for
Disability he shall be entitled to collect immediately his full Severance
Benefits hereunder.

     .6.  Termination for Death. Following a Change in Control of the Company,
if a Participant's employment is terminated by reason of his or her retirement
or death, the Participant's benefits shall be determined in accordance with the
Company's survivor's benefits, insurance, and other applicable programs of the
Company then in effect.

     .7.  Termination for Cause or by a Participant Other Than for Good Reason
or Retirement. Following a Change in Control of the Company, if a Participant's
employment is terminated either: (i) by the Company for Cause; or (ii) by the
Participant (other than for retirement) and other than for Good Reason, the
Company shall pay the Participant his or her full Base Salary and accrued
vacation through the Effective Date of Termination, at the rate then in effect,
plus all other amounts to which the Participant is entitled under any
compensation plans of the Company, at the time such payments are due, and the
Company shall have no further obligations to the Participant under this Plan.

     .8.  Notice of Termination. Any termination by the Company for Cause or by
a Participant for Good Reason shall be communicated by Notice of Termination.
For purposes of this Plan, a "Notice of Termination" shall mean a written notice
which shall indicate the specific termination provision in this Plan relied
upon, and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Participants employment under
the provision so indicated.

Article 5.  Form and Timing of Severance Benefits

                                       6

<PAGE>

     .1. Form and Timing of Severance Benefits. The Severance Benefits described
in Section 4.4(a), 4.4(b), 4.4(c), 4.4(d), 4.4(f), and 4.4(g) herein shall be
paid in cash to the Participant in a single lump sum as soon as practicable
following the Effective Date of Termination, but in no event beyond thirty (30)
days from such date.

     .2. Withholding of Taxes. The Company shall be entitled to withhold from
any amounts payable under this Plan all taxes as legally shall be required
(including, without limitation, any United States Federal taxes, and any other
state, city, or local taxes).

Article 6.  Excise Tax Limitation

     .1.  Determination of Termination Payment Limit.

     (a)  Notwithstanding anything contained in this Plan to the contrary, to
              the extent that any payment or distribution of any type to or for
              a Participant by the Company, any affiliate of the Company, any
              person who acquires ownership or effective control of the Company
              or ownership of a substantial portion of the Company's assets
              (within the meaning of Section 280G of Code and regulations
              thereunder), or any affiliate of such person, whether paid or
              payable or distributed or distributable pursuant to the terms of
              this Plan or otherwise (the "Total Payments") is or will be
              subject to the excise tax imposed under Section 4999 of the Code
              (the "Excise Tax"), then the Total Payments shall be reduced (but
              not below zero) if and to the extent that a reduction in the Total
              Payments would result in the Participant retaining a larger
              amount, on an after-tax basis (taking into account federal, state
              and local income taxes and the Excise Tax), than if the
              Participant received the entire amount of such Total Payments.
              Unless the Participant shall have given prior written notice
              specifying a different order to the Company to effectuate the
              foregoing, the Company shall reduce or eliminate the Total
              Payments, by first reducing or eliminating the portion of the
              Total Payments which are not payable in cash and then by reducing
              or eliminating cash payments, in each case in reverse order
              beginning with payments or benefits which are to be paid the
              farthest in time from the Determination (as hereinafter defined).
              Any notice given by the Participant pursuant to the preceding
              sentence shall take precedence over the provisions of any other
              plan, arrangement or agreement governing the Participant's rights
              and entitlements to any benefits or compensation.

     (b)  The determination of whether the Total Payments shall be reduced as
              provided in Section 6.1(a) and the amount of such reduction shall
              be made at the Company's expense by an accounting firm selected by
              the Company from among the six largest accounting firms in the
              United States (the "Accounting Firm"). The Accounting Firm shall
              provide its determination (the "Determination"), together with
              detailed supporting calculations and documentation to the Company
              and the Participant within ten (10) days of the Effective Date of
              Termination. If the Accounting Firm determines that no Excise Tax
              is payable by the Participant with respect to the Total Payments,
              it shall furnish the Participant with an opinion reasonably
              acceptable to the Participant that no Excise Tax will be imposed
              with respect to any such payments and, absent manifest error, such
              Determination shall be binding, final and conclusive upon the
              Company and the Participant. If the Accounting Firm determines
              that an Excise Tax would be payable, the Participant shall have
              the right to accept the Determination of the Accounting Firm as to
              the extent of the reduction, if any, pursuant to Section 6.1(a),
              or to have such Determination reviewed by an accounting firm
              selected by the Participant, at the expense of the Company, in
              which case the

                                       7

<PAGE>

              determination of such second accounting firm shall be binding,
              final and conclusive upon the Company and the Participant.

     .2.  Procedure for Establishing Limitation on Termination Payment. Within
sixty (60) days following delivery of the Notice of Termination (as described in
Section 4.8 herein) or notice by the Company to the Participant of its belief
that there is a payment or benefit due the Participant which will result in an
"excess parachute payment" as defined in Section 280G of the Code, the
Participant and the Company, at the Company's expense, shall obtain the opinion
of such legal counsel, which need not be unqualified, as the Participant may
choose, which sets forth: (i) the amount of the Participant's "annualized
includible compensation for the base period" (as defined in Code Section 280G(d)
(1)); (ii) the present value of the Total Payments; and (iii) the amount and
present value of any "excess parachute payment." The option of such legal
counsel shall be supported: by the opinion of a certified public accounting firm
and, if necessary, a firm of recognized executive compensation consultants. Such
opinion shall be binding upon the Company and the Participant.

     In the event that such opinion determines that there would be an "excess
parachute payment," the Severance Benefits hereunder or any other payment
determined by such counsel to be includible in Total Payments shall be reduced
or eliminated as specified by the Participant in writing delivered to the
Company within thirty (30) days of his receipt of such opinion, or, if the
Participant fails to so notify the Company, then as the Company shall reasonably
determine, so that under the basis of calculations set forth in such opinion,
there will be no "excess parachute payment."

     The provisions of this Section 6.2, including the calculations, notices,
and opinion provided for herein shall be based upon the conclusive presumption
that: (i) the compensation and benefits provided for in Section 4.4 herein; and
(ii) any other compensation earned prior to the Effective Date of Termination by
the Participant pursuant to the Company's compensation programs (if such
payments would have been made in the future in any event, even though the timing
of such payment is triggered by the Change in Control), are reasonable.

     .3.  Subsequent Recalculation. In the event that the Internal Revenue
Service adjusts the computation of the Company under Section 6.2 herein so that
the Participant did not receive the greatest net benefit, the Company shall
reimburse the Participant for the full amount necessary to make the Participant
whole, plus a market rate of interest, as determined by the Committee.

Article 7.  The Company's Payment Obligation

     .1.  Payment of Obligations Absolute.  The Company's obligation to make the
payments and the arrangements provided for herein shall be absolute and
unconditional, and shall not be affected by any circumstances, including,
without limitation, any offset, counterclaim, recoupment, defense, or other
rights which the Company may have against the Participant or anyone else. All
amounts payable by the Company hereunder shall be paid without notice or demand.
Each and every payment made hereunder by the Company shall be final, and the
Company shall not seek to recover all or any part of such payment from the
Participant or from whomsoever may be entitled thereto, for any reasons
whatsoever, except as provided in Article 8.

     Participants shall not be obligated to seek other employment in mitigation
of the amounts payable or arrangements made under any provision of the Plan, and
the obtaining of any such other employment shall in no event effect any
reduction of the Company's obligations to make the payments and arrangements
required to be made under this Plan, except to the extent provided in Section
4.4(e) herein.

                                       8

<PAGE>

     .2.  Contractual Right to Benefits. This Plan establishes and vests in each
Participant a contractual right to the benefits to which he or she is entitled
hereunder. Company expressly waives any ability, if possible, to deny liability
for any breach of its contractual commitment hereunder upon the grounds of lack
of consideration, accord and satisfaction or any other defense. In any dispute
arising after a Change in Control as to whether the Participant is entitled to
benefits under this Agreement, there shall be a presumption that the Participant
is entitled to such benefits and the burden or proving otherwise shall be on the
Company. However, nothing herein contained shall require or be deemed to
require, or prohibit or be deemed to prohibit, the Company to segregate,
earmark, or otherwise set aside any funds or other assets, in trust or
otherwise, to provide for any payments to be made or required hereunder.

Article 8.  Resolution of Disputes

     .1.  Arbitration of Claims. The Company and the Participant hereby consent
to the resolution by arbitration of all claims or controversies arising out of
or in connection with this Plan, that the Company may have against the
Participant, or that the Participant may have against the Company or against its
officers, directors, employees or agents acting in their capacity as such. Each
party's promise to resolve all such claims or controversies by arbitration
rather than through the courts, is consideration for the other party's like
promise. It is further agreed that the decision of an arbitrator on any issue,
dispute, claim or controversy submitted for arbitration, shall be final and
binding upon the Company and the Participant and that judgment may be entered on
the award of the arbitrator in any court having proper jurisdiction.

     All expenses of such arbitration, including the fees and expenses of the
counsel for the Participant, shall be advanced and borne by the Company;
provided, however, that if it is finally determined that the Participant did not
commence the arbitration in good faith and had no reasonable basis therefore,
the Participant shall repay all advanced fees and expenses and shall reimburse
the Company for its reasonable legal fees and expenses in connection therewith.

     Except as otherwise provided in this procedure or by mutual agreement of
the parties, any arbitration shall be administered: (1) in accordance with the
then-current Model Employment Arbitration Procedures of the American Arbitration
Association ("AAA") before an arbitrator who is licensed to practice law in the
state in which the arbitration is convened; or (2) if locally available, the
Judicial Arbitration & Mediation Services, Inc. ("JAMS"), in accordance with the
JAMS procedures then in effect. The party who did not initiate the claim can
designate between JAMS or AAA (the "Tribunal"). The arbitration shall be held in
the city in which the Participant is or was last employed by the Company in the
nearest Tribunal office or at a mutually agreeable location. Pre-hearing and
post-hearing procedures may be held by telephone or in person as the arbitrator
deems necessary.

     The arbitrator shall be selected as follows: if the parties cannot agree on
an arbitrator, the Tribunal (JAMS or AAA) shall then provide the names of nine
(9) available arbitrators experienced in business employment matters along with
their resumes and fee schedules.  Each party may strike all names on the list it
deems unacceptable. If more than one common name remains on the list of all
parties, the parties shall strike names alternately until only one remains. The
party who did not initiate the claim shall strike first. If no common name
remains on the lists of the parties, the Tribunal shall furnish an additional
list or lists until an arbitrator is selected.

     The arbitrator shall interpret the Plan, any applicable Company policy or
rules and regulations, any applicable substantive law (and the law of remedies,
if applicable) of the state in which the claim arose, or applicable federal law.
In reaching his or her decision, the arbitrator shall have no authority to

                                       9

<PAGE>

change or modify any lawful Company policy, rule or regulation or Plan. The
arbitrator, and not any federal, state or local court or agency, shall have
exclusive and broad authority to resolve any dispute relating to the
interpretation, applicability, enforceability or formation of this Plan,
including but not limited to, any claim that all or any part of this Plan is
voidable

     The arbitrator shall have authority to entertain a motion to dismiss and/or
motion for summary judgment by any party and shall apply the standards governing
such motions under the Federal Rules of Civil Procedure.

     .2.  Discovery. Each party shall have the right to take the deposition of
one individual and any expert witness(es) designated by another party. Each
party shall also have the opportunity to obtain documents from another party
through one request for production of documents. Additional discovery may be had
only when the arbitrator so orders upon a showing of substantial need. Any
disputes regarding depositions, requests for production of documents or other
discovery shall be submitted to the arbitrator for determination.

     .3.  Subpoenas.  Each party shall have the right to subpoena witnesses and
documents for the arbitration hearing by requesting a subpoena from the
arbitrator. Any such request shall be served on all other parties, who shall
advise the arbitrator in writing of any objections that the party may have to
issuance of the subpoena within ten (10) calendar days of receipt of the
request.

     .4.  Designation of Witnesses. At least thirty (30) calendar days before
the arbitration, the parties must exchange lists of witnesses, including any
expert(s), and copies of all exhibits intended to be used at the arbitration.

Article 9.  Outplacement Assistance

     Following a Qualifying Termination (as described in Section 4.3 herein) the
Participant shall be reimbursed by the Company for the costs of all outplacement
services obtained by the Participant within the two (2) year period after the
Effective Date of Termination; provided, however, that the total reimbursement
shall be limited to an amount equal to fifteen percent (15%) of the
Participant's Base Salary as of the effective date of termination.

Article 10.  Successors and Assignment

     .1.  Successors to the Company. The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation, or otherwise)
of all or substantially all of the business and/or assets of the Company or of
any division or subsidiary thereof (the business and/or assets of such division
or subsidiary which constitute at least fifty percent (50%) of the total
business and/or assets of the Company) to expressly assume and agree to perform
the Company's obligations under this Plan in the same manner and to the same
extent that the Company would be required to perform them if such succession had
not taken place. Failure of the Company to obtain such assumption and agreement
prior to the effective date of any such succession shall be a breach of this
Plan and shall entitle Participants to compensation from the Company in the same
amount and on the same terms as they would be entitled to hereunder if they had
terminated their employment with the Company voluntarily for Good Reason. Except
for the purpose of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the Effective Date of Termination.

     .2.  Assignment by the Participant. This Plan shall inure to the benefit of
and be enforceable by each Participant's personal or legal representatives,
executors, administrators, successors, heirs,

                                      10

<PAGE>

distributees, devisers, and legatees. If a Participant dies while any amount
would still be payable to him or her hereunder had he or she continued to live,
all such amounts, unless otherwise provided herein, shall be paid to the
Participant's Beneficiary in accordance with the terms of this Plan. If the
Participant has not named a Beneficiary, then such amounts shall be paid to the
Participant's devises, legatee, or other designee, or if there is no such
designee, to the Participant's estate.

Article 11.  Miscellaneous

     .1.  Employment Status. Except as may be provided under any other agreement
between a Participant and the Company, the employment of the Participant by the
Company is "at will," and, prior to the effective date of a Change in Control,
may be terminated by either the Participant or the Company at any time, subject
to applicable law.

     .2.  Beneficiaries.  Each Participant may designate one or more persons or
entities as the primary and/or contingent Beneficiaries of any Severance
Benefits owing to the Participant under this Plan. Such designation must be in
the form of a signed writing. Participants may make or change such designation
at any time.

     .3.  Gender and Number. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular, and the singular shall include the plural.

     .4.  Severability.  In the event any provision of this Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included. Further, the captions
of this Plan are not part of the provisions hereof and shall have no force and
effect.

     .5.  Modification.  No provision of this Plan may be modified, waived, or
discharged unless as to a Participant such modification, waiver, or discharge is
agreed to in writing and signed by each affected Participant and by an
authorized member of the Committee or its designee, or by the respective
parties' legal representatives and successors.

     .6.  Notice.  For purposes of this Plan, notices, including Notice of
Termination for Good Reason and all other communications provided for in this
Agreement shall be in writing and shall be deemed to have been duly given when
delivered or on the date stamped as received by the U.S. Postal Service for
delivery by certified or registered mail, postage prepaid and addressed: (i) if
to Participant, to his latest address as reflected on the records of the
Company, and (ii) if to the Company: Northrop Grumman Corporation, 1840 Century
Park East, Los Angeles, California 90067, Attn: President, or to such other
address as the Company may furnish to Participant in writing with specific
reference to this Agreement and the importance of the notice, except that notice
of change of address shall be effective only upon receipt.

     .7.  Applicable Law.  To the extent not preempted by the laws of the United
States, the laws of the state of California shall be the controlling law in all
matters relating to this Plan.

                                      11

<PAGE>

                                   APPENDIX A

                         Manner of Payment of Benefits
                         -----------------------------

     1.  Rescission of Lump Sum Payout:  Section 4.4(f) of this Plan contains a
         -----------------------------
provision for a lump sum cash payout of the actuarial present value equivalent
of the aggregate benefits accrued by Participants under supplemental
nonqualified retirement plans.  For Participants listed in paragraph 4 below,
that lump sum override of the form of payment provisions of other plans is
rescinded.  Accordingly, the form of payment of benefits under those plans will
be determined in accordance with the provisions of those plans.

     2.  2+2 Benefits:  The rescission in paragraph 1 is not meant to have any
         ------------
effect on the lump sum payout provision in Section 4.4(f) with respect to the
2+2 benefits (i.e., the imputed two additional years of vesting and benefit
accruals and two years of age).

     3.  Coordination of Benefits:  If the payout provisions in other
         ------------------------
supplemental nonqualified retirement plans made operative by the rescission in
paragraph 1 contain reduction in benefit provisions (such as forfeitures or
penalties attached to a lump sum election), the reduced amounts will not be
restored by this Plan.

     4.  Participants Affected:
         ---------------------

     [List of names not made a part of this composite document.]

                                      A-1

<PAGE>






                                                                      EXHIBIT 21

                   NORTHROP GRUMMAN CORPORATION SUBSIDIARIES

Address for subsidiaries (unless otherwise noted) is:
     c/o Northrop Grumman Corporation
     Office of the Corporate Secretary
     1840 Century Park East
     Los Angeles, CA 90067

 .  Allied Holdings, Inc.
        .  Allied Transportation Products, Inc.
        .  Grumman Credit Corporation
 .  DSSD International, Inc.
 .  Grumman Sensor Systems, Inc.
 .  Grumman Systems Support Corporation
 .  Grumman International, Inc.
 .  Grumman Ohio Corporation
 .  Iran-Northrop Grumman Programs Service Company
 .  Logicon, Inc.
        .  Inter-National Research, Inc.
                .  INRI, UK
        .  Logicon Eagle Technology, Inc.
        .  Logicon Ultrasystems, Inc.
        .  Logicon Technical Services, Inc.
        .  Logicon Geodynamics, Inc.
                .  Geodynamics Services Corp.
        .  Logicon Syscon, Inc.
                .  Logicon Syscon Services, Inc.
        .  Syscon B.V.I.*
        .  Logicon Canada Limited*
 .  MOCIT, Inc.
 .  Northrop Grumman Aviation, Inc.
 .  Northrop Grumman Commercial Aircraft Company
 .  Northrop Grumman Electronic Sensors and Systems International, Inc.
        .  WESCAN Europe Ltd. (Ireland)*
           3 Burlington Road,
           Dublin 4, Ireland
 .  Northrop Grumman Electronic Systems International Company
 .  Northrop Grumman Electronics Systems Integration International, Inc.
           Senator House
           85 Queen Victoria Street
           London  EC4V 4IL
        .  Northrop Grumman
 Electronic Systems Integration Limited*

                                     1 OF 3

<PAGE>

 .  Northrop Grumman Field Support Services, Inc.
 .  Northrop Grumman Foreign Sales Corporation (Barbados)*
           c/o Chase Trade, Inc.
           Stevmar House, Suite 2
           Rockley, Christ Church, Barbados
 .  Northrop Grumman International, Inc.
        .  Northrop Grumman (Singapore) Private Limited (Singapore)*
           250 North Bridge Road #15-04
           Raffles City Tower
           Singapore 179101
 .  Northrop Grumman International Services Company, Inc.
 .  Northrop Grumman Norden Systems, Inc.
 .  Northrop Grumman Overseas Holdings, Inc.
        .  Northrop Grumman-Canada, LTD. (Canada)*
           c/o Gowling, Strathy & Henderson
           120 King Street West
           Suite 600
           Hamilton, Ontario
           L8P 4V2
        .  Northrop Grumman Electronicos, Inc.
        .  Northrop Grumman Overseas Holdings (UK), Ltd.*
           c/o Baker & McKenzie
           100 New Bridge Street
           London EC4V 6JA
           United Kingdom
                .  Park Air Electronics Ltd. (UK)*
                   Northfields
                   Market Deeping
                   Peterborough,
                   PE6 8LG, England
 .  Northrop Grumman Overseas Service Corporation
 .  Northrop Grumman Space Operations, LP
 .  Northrop Grumman Tactical Systems LLC
 .  Northrop Grumman Technical Services Corporation
 .  Northrop Grumman Technical Services, Inc.
 .  Northrop International Aircraft, Inc.
 .  Perceptics Corporation

                                     2 OF 3

<PAGE>

 .  Remotec, Inc. (96% owned)
 .  VAC Industries, Inc.
 .  Xetron Corporation
















* Foreign Subsidiaries

                                     3 OF 3






            POWER OF ATTORNEY IN CONNECTION WITH THE

                1998 ANNUAL REPORT ON FORM 10-K



KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and officers of NORTHROP GRUMMAN CORPORATION, a
Delaware corporation, does hereby appoint RICHARD R. MOLLEUR and
JOHN H. MULLAN, and each of them as his agents and attorneys-in-
fact (the "Agents"), in his or her respective name and in the
capacity or capacities indicated below to execute and/or file the
Annual Report on Form 10-K for the fiscal year ended December 31,
1998 (the "Report") under the Securities Exchange Act of 1934, as
amended (the "Act"), and any one or more amendments to any part
of the Report that may be required to be filed under the Act
(including the financial statements, schedules and all exhibits
and other documents filed therewith or constituting a part
thereof) and to any part or all of any amendment(s) to the
Report, whether executed and filed by the undersigned or by any
of the Agents.  Further, each of the undersigned does hereby
authorize and direct the Agents to take any and all actions and
execute and file any and all documents with the Securities and
Exchange Commission (the "Commission"), which they deem necessary
or advisable to comply with the Act and the rules
 and regulations
or orders of the Commission adopted or issued pursuant thereto,
to the end that the Report shall be properly filed under the Act.
Finally, each of the undersigned does hereby ratify each and
every act and documents which the Agents may take, execute or
file pursuant thereto with the same force and effect as though
such action had been taken or such document had been executed or
filed by the undersigned, respectively.

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

IN WITNESS THEREOF, each of the undersigned has subscribed these
presents this
17th day of March, 1999.





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

__________________________    Director
Jack R. Borsting

__________________________    Director
John T. Chain, Jr.

__________________________    Director
Jack Edwards

__________________________    Director
Phillip Frost

__________________________    Director
Robert A. Lutz

__________________________    Director
Aulana L. Peters

__________________________    Director
John E. Robson

__________________________    Director
Richard M. Rosenberg

__________________________    Director
John Brooks Slaughter

__________________________    Director
Richard J. Stegemeier

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

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




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<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<CASH>                                              44
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<RECEIVABLES>                                    1,654
<ALLOWANCES>                                       147
<INVENTORY>                                      1,373
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<CURRENT-LIABILITIES>                            2,367
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<PREFERRED-MANDATORY>                                0
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<TOTAL-LIABILITY-AND-EQUITY>                     9,536
<SALES>                                          8,902
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<INTEREST-EXPENSE>                                 233
<INCOME-PRETAX>                                    312
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<EPS-PRIMARY>                                     2.83
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