UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549





FORM 15





Certification and Notice of Termination
of Registration 

under Section 12(g) of the Securities Exchange Act of 1934 

or Suspension of Duty to File Reports Under Sections 13 and 15(d) 

of the Securities Exchange Act of 1934





Commission File Number:  
1-3229 





NORTHROP GRUMMAN CORPORATION

(Exact name of registrant as specified
in its charter)





1840 Century Park East

Los Angeles, California 90067

(310) 201-3215 

(Address, including zip code, and telephone
number, including area code, of registrant's principal executive offices)





EMPLOYEES' STOCK PURCHASE PLAN OF LOGICON, INC.


(Title of each class of securities
covered by this Form)





None

(Title of all other classes of securities
for which a duty to file reports under section 13(a) or 15(d) remains)





Please place an X in the box(es) to designate the appropriate
rule provision(s) relied upon to terminate or suspend the duty to file
reports: 




Rule 12g-4(a)(1)(i)

[   ]

Rule 12h-3(b)(1)(ii)

[   ]



Rule 12g-4(a)(1)(ii)

[   ]

Rule 12h-3(b)(2)(i)

[   ]



Rule 12g-4(a)(2)(i)

[   ]

Rule 12h-3(b)(2)(ii)

[   ]



Rule 12g-4(a)(2)(ii)

[   ]

Rule 15d-6

[X]



Rule 12h-3(b)(1)(i)

[X]








Approximate number of holders of record as of
the certification or notice date:    0





Pursuant to the requirements of the Securities Exchange
Act of 1934, NORTHROP GRUMMAN CORPORATION has caused this certification/notice
to be signed on its behalf by the undersigned duly authorized person. 







EMPLOYEES' STOCK PURCHASE PLAN OF LOGICON, INC.








Dated: May 5, 2000



/s/ Steve Movius

_______________________________________

Steve Movius

Chief Financial Officer