Filed by Northrop Grumman Corporation
            Pursuant to Rule 425 under the Securities Act of 1933
                         and deemed filed pursuant to Rule 14 d-2
                           of the Securities Exchange Act of 1934

                         Subject Company:  Comptek Research, Inc.
                               Commission File Number:  001-08502






THE FOLLOWING UNEDITED TRANSCRIPT OF A CONFERENCE CALL IS A PRELIMINARY
COMMUNICATION PRIOR TO THE COMMENCEMENT OF THE TENDER OFFER.


COMPTEK RESEARCH, INC. SECURITY HOLDERS SHOULD READ THE TENDER
OFFER STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION.  INVESTORS MAY GET THE TENDER OFFER
STATEMENT WHEN FILED AND OTHER FILED DOCUMENTS AT NO CHARGE AT
THE SECURITIES AND EXCHANGE COMMISSION'S WEB SITE (WWW.SEC.GOV)



Note:     This transcript contains forward-looking statements
concerning, among other things, the company's expectations as to
the financial results of this transaction and the future results
of operations, deliveries, trends, cash flows, markets and
programs are projections and are necessarily subject to various
risks and uncertainties.  Actual outcomes are dependent upon 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,
political 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 and other risk factors set out in the
company's filings from time to time with the Securities and
Exchange Commission, including, without limitation, the company's
report on form 10-K.