SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549

                           Form 8-A/A

               AMENDMENT TO APPLICATION OR REPORT
            FILED PURSUANT TO SECTION 12, 13 or 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

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

                         AMENDMENT NO. 2
             (to Registration Statement on Form 8-A
         filed with the Commission on September 22, 1988
           as amended on Form 8 dated August 2, 1991)


     The undersigned registrant hereby amends the following
items, financial statements, exhibits or other portions of its
Registration of Certain Classes of Securities pursuant to Section
12(b) of the Securities Exchange Act of 1934 on Form 8-A filed
with the Commission on September 22, 1988 and amended on Form 8
dated August 2, 1991 as set forth in the pages following hereto:

     Item 1.   Description of Securities to be Registered

     Item 2.   Exhibits.  Amendment Agreement, dated as of
               September 28, 1994, to Rights Agreement between
               the Company and Manufacturers Hanover Trust
               Company (Chemical Bank, successor), dated as of
               September 21, 1988, as amended.


     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly
authorized.

                              NORTHROP GRUMMAN CORPORATION
                              (Registrant)



                              By:       ________________________
                              Name:     Sheila M. Gibbons
                              Title:    Corporate Vice President
                                        and Secretary

Date: October 7, 1994
Item 1 - Description of Securities to be Registered

     On September 21, 1994, the Board of Directors of Northrop
Grumman Corporation (the "Company") authorized the Company to
enter into an Amendment Agreement amending the Rights Agreement
between the Company and Manufacturers Hanover Trust Company
(Chemical Bank, successor) dated as of September 21, 1988 (the
"Rights Agreement") as amended.  Capitalized terms used herein
and not otherwise defined have the meaning ascribed to them in
the Rights Agreement.
     The Amendment Agreement deletes the definition of
"Continuing Director" contained in Section 1(a); additional
conforming changes are made in the Rights Agreement where
appropriate. 
     Further, Section 23(a), "Redemption," is amended to provide
that the Board of Directors of the Company may elect to redeem
the outstanding Rights at any time prior to such time that any
Person becomes an Acquiring Person.  
     Finally, the definition of "Distribution Date" is amended to
allow the Board of Directors to delay a distribution of the
Rights caused by a tender offer.

Item 2 - Exhibits

     1.   Amendment Agreement, dated as of September 28, 1994, to
          Rights Agreement between the Company and Manufacturers
          Hanover Trust Company (Chemical Bank, successor), dated
          as of September 21, 1988, as amended. 

                          EXHIBIT INDEX


Exhibit No. 1       Amendment Agreement, dated as of September
                    28, 1994, to Rights Agreement between
                    Northrop Corporation and Manufacturers
                    Hanover Trust Company (Chemical Bank,
                    successor), dated as of September 21, 1988,
                    as amended.


                       Amendment Agreement



Northrop Grumman Corporation (formerly Northrop Corporation) and
Chemical Bank (as successor to Manufacturers Hanover Trust Company)
hereby agree to amend that certain Rights Agreement dated as of
September 21, 1988 between them as set forth below:
     
1.   Section 23(a) "Redemption" is amended to read in its
     entirety as follows:

          Section 23.  Redemption.

               (a)  The Board of Directors of the Company may, at
          its option and as provided herein, and notwithstanding
          the provisions of Sections 11 and 13 of this Agreement,
          elect to redeem all but not less than all of the then
          outstanding Rights at a redemption price of $.02 per
          Right, appropriately adjusted to reflect any stock split,
          stock dividend, reclassification or similar transaction
          occurring after the date hereof (such redemption price
          being herein referred to as the "Redemption Price"), at
          any time prior to such time that any Person becomes an
          Acquiring Person.

2.   The definition of "Continuing Director" in Section 1(a) is
     deleted in its entirety. 

3.   Section 26 is amended to delete from (iii) the phrase
     "(which lengthening or shortening, after the time that
     any Acquiring Person has become such, shall be effective
     only if (x) there is at least one Continuing Director
     then in office and (y) a majority of all of the
     Continuing Directors then in office have approved of such
     action)."

4.   The first sentence of Section 3(a) is amended by adding
     the following after the first reference to "tenth
     Business Day" in clause (ii) of that sentence:

          "(or such later date as may be determined by action
          of the Board of Directors prior to such time as any
          person becomes an Acquiring Person)."

     The parenthetical phrase at the end of the first
     paragraph of Section 3(a) is hereby amended to read "(the
     earlier of such dates being herein referred to as the
     "Distribution Date")."

     Section 3(a) is further amended by deleting the proviso 
     following subsection (B) commencing with the words "provided,
     however," and continuing through the words "Distribution
     Date."

This Amendment Agreement may be executed in counterparts, each of
which shall be deemed an original, and all of which shall
constitute one and the same instrument.

Except as amended and supplemented hereby, all other terms, 
covenants and conditions contained in the Rights Agreement shall
remain in full force and effect.

IN WITNESS WHEREOF, the undersigned have executed this Amendment
Agreement this 28th day of September, 1994.
          

CHEMICAL BANK                      NORTHROP GRUMMAN CORPORATION  




By _________________________       By ___________________________