LITTON INDUSTRIES INC
15-15D, 1994-06-27
SEARCH, DETECTION, NAVAGATION, GUIDANCE, AERONAUTICAL SYS
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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
Section 13 and 15(d) of the Securities Exchange Act of 1934.

                                              Commission File Number:_______

                  LITTON FINANCIAL SECURITY AND SAVINGS PROGRAM          
- -------------------------------------------------------------------------------
             (Exact Name of registrant as specified in its charter)

    360 North Crescent Drive, Beverly Hills, California 90210 (310) 859-5963
- -------------------------------------------------------------------------------
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

Common Stock $1.00 Par Value of Litton Industries, Inc., previously held by the
- -------------------------------------------------------------------------------
above named registrant
- ----------------------
            (Title of each class of Securities covered by this form)

- -------------------------------------------------------------------------------
          (Titles of all other classes of securities for which a duty
             to file reports under section 13(a) and 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)(i)             [X]
 Rule 12g-4(a)(1)(ii)            [ ]         Rule 12h-3(b)(1)(ii)            [ ]
 Rule 12g-4(a)(2)(i)             [ ]         Rule 12h-3(b)(2)(i)             [ ]
 Rule 12g-4(a)(2)(ii)            [ ]         Rule 12h-3(b)(2)(ii)            [ ]
                                             Rule 5d-6                       [ ]

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, Litton
Financial Security and Savings Program has caused this certification/notice to
be signed on its behalf by the undersigned duly authorized person.


Date:  June 27, 1994                   By: /s/ Robert W. Thurston
                                           ----------------------------
                                           Plan Administrator
                                           Litton Financial Security
                                           and Savings Program



BH941540.017



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