GRUMMAN CORP
15-12G, 1994-06-30
AIRCRAFT
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             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: 1-3024

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

                     1111 Stewart Avenue
            Bethpage, Long Island, New York 11714
                       (516) 575-0574              
     (Address, including zip code, and telephone number,
            including area code, of registrant's
                principal executive offices)

              10-3/8% Notes due January 1, 1999
  (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)  (X )    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           (  )                         
Rule 12h-3(b)(1)(i)  (X )

      Approximate number of holders of record as of the
             certification or notice date:  35 

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


DATE: June 30, 1994  BY: /s/ Nat P. Busi                     
                     Nat P. Busi, Vice President and
                       Controller




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