<PAGE>
As filed with the Securities and Exchange Commission on March 17, 1997
Registration No. 333-
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
____________________
LITTON INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
95-1775499
(I.R.S. Employer Identification No.)
21240 Burbank Boulevard
Woodland Hills, California 91367-6675
(Address of Principal Executive Offices with Zip Code)
_______________________________________________
LITTON INDUSTRIES EMPLOYEES STOCK PURCHASE PLAN
(Full Title of the Plan)
___________________________________
JOHN E. PRESTON
Senior Vice President and General Counsel
LITTON INDUSTRIES, INC.
21240 Burbank Boulevard
Woodland Hills, California 91367-6675
(Name and address of agent for service)
(818) 598-5000
(Telephone number, including area code, of agent for service)
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price offering registration
to be registered registered per share price fee
(1) (2) (2)
- ------------------------------------------------------------------------------
Common Stock, par 2,000,000 $32.45 $64,900,000 $19,667
value $1.00 per share Shares
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
</TABLE>
(1) In addition to this amount, such additional shares as may be issued
hereafter as stock dividends or stock splits with respect to the securities
being registered.
(2) Estimated solely for the purpose of calculating the filing fee and,
pursuant to Rule 457(c), based on 80% of the average of the high and low
prices of the Company Common Stock on the New York Stock Exchange on
March 13, 1997 and estimated to be the aggregate contributions of employees
under the Plan.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
________________________
The Prospectus relating to this Registration Statement also contains the
information required by Rule 429 under the Securities Act of 1933 with respect
to 70,832 Common Shares of the Company registered under the Registration
Statement on Form S-8, File No. 33-27467.
-1-
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
This Registration Statement relates to the registration of 2,000,000 shares
of $1.00 par value per share common stock ("Common Stock") of Litton Industries,
Inc. (the "Company") for purchase by eligible participants in the Company's
Employees Stock Purchase Plan (the "Plan"). The documents containing the
information specified in Part I will be sent or given to employees or other
participants as specified by Rule 428(b)(1). In accordance with the
instructions to Part I of Form S-8, such documents will not be filed with the
Commission either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Company shall provide a written statement to Plan participants advising
them of the availability without charge, upon written or oral request, of the
documents incorporated by reference in Item 3 of Part II of this Registration
Statement, which will include a statement that such documents are incorporated
by reference in the Section 10(a) Prospectus. Such statement shall further
include the address and telephone number to which any request for documents
should be directed and provide that the documents required by Rule 428(b) shall
be made available without charge.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated in this Registration Statement by
reference: (i) the Annual Report on Form 10-K for the year ended July 31, 1996;
(ii) the Quarterly Report on Form 10-Q for the quarterly period ended October
31, 1996; (iii) the Quarterly Report on Form 10-Q for the quarterly period ended
January 31, 1997; and (iv) the description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A, effective August
17, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 on or after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, are
deemed to be incorporated by reference in this Registration Statement and shall
be a part thereof from the date of filing of those documents.
The Company will provide without charge to each participant on written or
oral request of such person, a copy (without exhibits) of any or all documents
incorporated by reference into this Registration Statement. Requests for such
copies should be directed to Corporate and Law Library, Litton Industries, Inc.,
21240 Burbank Boulevard, Woodland Hills, California 91367, Telephone (818) 598-
5000.
-2-
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES
A description of the Company's Common Stock, $1.00 par value per share, is
incorporated by reference under Item 3.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Legal Opinion
John E. Preston, Los Angeles, California, General Counsel to the Company,
and its affiliates, has delivered an opinion to the effect that the shares of
Common Stock covered by this Registration Statement will be legally issued,
fully paid and non-assessable. As of March 17, 1997, Mr. Preston owned 13,024
shares of Common Stock and had options to acquire an additional 41,258 shares of
Common Stock.
Experts
The consolidated financial statements incorporated herein by reference from the
Company's Annual Report on Form 10-K for the year ended July 31, 1996 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides that the Company may
indemnify the agents of the Company to the maximum extent permitted under
Delaware law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
5.1 Opinion of John E. Preston as to the legality of the
securities being registered
23.1 Consent of independent auditors
23.2 Consent of John E. Preston (included in Exhibit 5.1)
24 Powers of Attorney of Directors
</TABLE>
ITEM 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
-3-
<PAGE>
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represents a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (i) and (ii) above do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered that remain
unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
-4-
<PAGE>
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on the 17th day of
March 1997.
LITTON INDUSTRIES, INC.
By: /s/ CAROL A. WIESNER
----------------------------
Carol A. Wiesner
Vice President and Controller
(Chief Accounting Officer)
Each person whose signature appears below hereby authorizes John E. Preston
and Jeanette M. Thomas, and each of them, as attorney-in-fact, to sign on his or
her behalf, individually and in each capacity stated below, any amendment,
including post-effective amendments to this Registration Statement, and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
<S> <C> <C>
/s/ *JOHN M. LEONIS Chairman of the Board, March 17, 1997
- ------------------------------ Chief Executive Officer
John M. Leonis and Director (principal
executive officer)
/s/ *MICHAEL R. BROWN President, Chief Operating March 17, 1997
- ------------------------------ Officer and Director
Michael R. Brown
/s/ *RUDOLPH E. LANG, JR. Senior Vice President, March 17, 1997
- ------------------------------ Chief Financial Officer
Rudolph E. Lang, Jr. (principal financial
officer) and Director
/s/ *ALTON J. BRANN Director March 17, 1997
- ------------------------------
Alton J. Brann
/s/ *JOSEPH T. CASEY Director March 17, 1997
- ------------------------------
Joseph T. Casey
/s/ *CAROL B. HALLETT Director March 17, 1997
- ------------------------------
Carol B. Hallett
</TABLE>
-5-
<PAGE>
<TABLE>
<S> <C> <C>
/s/ * ORION L. HOCH Director March 17, 1997
- -----------------------------
Orion L. Hoch
/s/ *DAVID E. JEREMIAH Director March 17, 1997
- -----------------------------
David E. Jeremiah
/s/ *ROBERT H. LENTZ Director March 17, 1997
- -----------------------------
Robert H. Lentz
/s/ *WILLIAM P. SOMMERS Director March 17, 1997
- -----------------------------
William P. Sommers
/s/ *C.B. THORNTON, JR. Director March 17, 1997
- -----------------------------
C.B. Thornton, Jr.
/s/ CAROL A. WIESNER Vice President and March 17, 1997
- ----------------------------- Controller (Chief
Carol A. Wiesner Accounting Officer)
*By /s/ JOHN E. PRESTON
- -----------------------------
John E. Preston
(Attorney-in-Fact)
</TABLE>
-6-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
5.1 Opinion of John E. Preston as to the legality of the
securities being registered
23.1 Consent of independent auditors
23.2 Consent of John E. Preston (included in Exhibit 5.1)
24 Powers of Attorney of Directors
</TABLE>
-7-
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF LITTON]
March 17, 1997
Litton Industries, Inc.
21240 Burbank Boulevard
Woodland Hills, CA 91367
Re: Registration Statement on Form S-8 of Litton Industries, Inc.
Ladies and Gentlemen:
Reference is made to the registration statement on Form S-8 (the "Registration
Statement" being filed by Litton Industries, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission for the purposes of
registering under the Secuities Act of 1933, as amended (the "Securities Act"),
2,000,000 shares of the Company's common stock, par value $1 per share, to be
issued or reserved for issuance in connection with the Company's Employees Stock
Purchase Plan (the "Plan") (such shares of the Company's stock, the "Shares").
I have examined original or copies, certified or otherwise identified to my
satisfaction, of such corporate records, certificates of public officials, and
other documents as I have deemed necessary or relevant as a basis for my opinion
set forth herein.
Based on the foregoing, it is my opinion that:
1. The Company is a corporation duly organized and validly existing under the
laws of the State of Delaware.
2. When the Shares have been issued under the Plan in the manner contemplated
by the Registration Statement, while the Registration Statement is effective and
in compliance with applicable securities laws, the Shares will be duly and
validly issued, fully paid, and nonassessable.
<PAGE>
March 17, 1997
Page 2
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me under the caption "Legal Opinions" in Part
II of the Registration Statement. In giving this consent, I do not thereby
admit that I am in the category of persons whose consent is required under
Section 7 of the Securities Act.
Very truly yours,
/s/ John E. Preston
- -------------------
John E. Preston
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Litton Industries Inc. and subsidiaries (the "Company") on Form S-8 of our
report dated September 19, 1996, appearing in the Annual Report on Form 10-K of
the Company for the year ended July 31, 1996, and to the reference to us under
the heading "Experts" in the Prospectus, which is part of this Registration
Statement.
DELOITTE & TOUCHE LLP
Los Angeles, California
March 14, 1997
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of John E. Preston and Jeanette M. Thomas or any of them each
acting alone, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, in connection with any registration statement on Form S-4, Form S-3
or otherwise (a "Registration Statement") under the Securities Act of 1933, as
amended, of Litton Industries, Inc. (the "Corporation") or any document to be
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the informational requirements of the Exchange Act of 1934, as amended,
including, without limitation annual reports on Form 10-K and quarterly reports
on Form 10-Q ("Exchange Act Reports", and together with the Registration
Statements, "SEC Filings"), including, without limiting the generality of the
foregoing, to sign any such SEC Filings in the name and on behalf of the
Corporation or on behalf of the undersigned as director or officer of the
Corporation, and any amendments to any such SEC Filings (including post-
effective amendments) and any instrument, contract, document or other writing,
of or in connection with any such SEC Filings or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Commission and any
applicable securities exchange or securities self-regulatory body, granting unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 5th day
of March, 1996.
/s/ JOSEPH T. CASEY
--------------------
Joseph T. Casey
1
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of John E. Preston and Jeanette M. Thomas or any of them each
acting alone, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, in connection with any registration statement on Form S-4, Form S-3
or otherwise (a "Registration Statement") under the Securities Act of 1933, as
amended, of Litton Industries, Inc. (the "Corporation") or any document to be
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the informational requirements of the Exchange Act of 1934, as amended,
including, without limitation annual reports on Form 10-K and quarterly reports
on Form 10-Q ("Exchange Act Reports", and together with the Registration
Statements, "SEC Filings"), including, without limiting the generality of the
foregoing, to sign any such SEC Filings in the name and on behalf of the
Corporation or on behalf of the undersigned as director or officer of the
Corporation, and any amendments to any such SEC Filings (including post-
effective amendments) and any instrument, contract, document or other writing,
of or in connection with any such SEC Filings or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Commission and any
applicable securities exchange or securities self-regulatory body, granting unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 4th day
of March, 1996.
/s/ ALTON J. BRANN
-------------------
Alton J. Brann
2
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of John E. Preston and Jeanette M. Thomas or any of them each
acting alone, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, in connection with any registration statement on Form S-4, Form S-3
or otherwise (a "Registration Statement") under the Securities Act of 1933, as
amended, of Litton Industries, Inc. (the "Corporation") or any document to be
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the informational requirements of the Exchange Act of 1934, as amended,
including, without limitation annual reports on Form 10-K and quarterly reports
on Form 10-Q ("Exchange Act Reports", and together with the Registration
Statements, "SEC Filings"), including, without limiting the generality of the
foregoing, to sign any such SEC Filings in the name and on behalf of the
Corporation or on behalf of the undersigned as director or officer of the
Corporation, and any amendments to any such SEC Filings (including post-
effective amendments) and any instrument, contract, document or other writing,
of or in connection with any such SEC Filings or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Commission and any
applicable securities exchange or securities self-regulatory body, granting unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 1st day
of March, 1996.
/s/ MICHAEL R. BROWN
---------------------
Michael R. Brown
3
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of John E. Preston and Jeanette M. Thomas or any of them each
acting alone, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, in connection with any registration statement on Form S-4, Form S-3
or otherwise (a "Registration Statement") under the Securities Act of 1933, as
amended, of Litton Industries, Inc. (the "Corporation") or any document to be
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the informational requirements of the Exchange Act of 1934, as amended,
including, without limitation annual reports on Form 10-K and quarterly reports
on Form 10-Q ("Exchange Act Reports", and together with the Registration
Statements, "SEC Filings"), including, without limiting the generality of the
foregoing, to sign any such SEC Filings in the name and on behalf of the
Corporation or on behalf of the undersigned as director or officer of the
Corporation, and any amendments to any such SEC Filings (including post-
effective amendments) and any instrument, contract, document or other writing,
of or in connection with any such SEC Filings or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Commission and any
applicable securities exchange or securities self-regulatory body, granting unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 5th day
of March, 1996.
/s/ CAROL B. HALLETT
---------------------
Carol B. Hallett
4
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of John E. Preston and Jeanette M. Thomas or any of them each
acting alone, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, in connection with any registration statement on Form S-4, Form S-3
or otherwise (a "Registration Statement") under the Securities Act of 1933, as
amended, of Litton Industries, Inc. (the "Corporation") or any document to be
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the informational requirements of the Exchange Act of 1934, as amended,
including, without limitation annual reports on Form 10-K and quarterly reports
on Form 10-Q ("Exchange Act Reports", and together with the Registration
Statements, "SEC Filings"), including, without limiting the generality of the
foregoing, to sign any such SEC Filings in the name and on behalf of the
Corporation or on behalf of the undersigned as director or officer of the
Corporation, and any amendments to any such SEC Filings (including post-
effective amendments) and any instrument, contract, document or other writing,
of or in connection with any such SEC Filings or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Commission and any
applicable securities exchange or securities self-regulatory body, granting unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 1st day
of March, 1996.
/s/ ORION L. HOCH
-------------------
Orion L. Hoch
5
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of John E. Preston and Jeanette M. Thomas or any of them each
acting alone, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, in connection with any registration statement on Form S-4, Form S-3
or otherwise (a "Registration Statement") under the Securities Act of 1933, as
amended, of Litton Industries, Inc. (the "Corporation") or any document to be
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the informational requirements of the Exchange Act of 1934, as amended,
including, without limitation annual reports on Form 10-K and quarterly reports
on Form 10-Q ("Exchange Act Reports", and together with the Registration
Statements, "SEC Filings"), including, without limiting the generality of the
foregoing, to sign any such SEC Filings in the name and on behalf of the
Corporation or on behalf of the undersigned as director or officer of the
Corporation, and any amendments to any such SEC Filings (including post-
effective amendments) and any instrument, contract, document or other writing,
of or in connection with any such SEC Filings or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Commission and any
applicable securities exchange or securities self-regulatory body, granting unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 29th day
of February, 1996.
/s/ DAVID E. JEREMIAH
-----------------------
David E. Jeremiah
6
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of John E. Preston and Jeanette M. Thomas or any of them each
acting alone, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, in connection with any registration statement on Form S-4, Form S-3
or otherwise (a "Registration Statement") under the Securities Act of 1933, as
amended, of Litton Industries, Inc. (the "Corporation") or any document to be
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the informational requirements of the Exchange Act of 1934, as amended,
including, without limitation annual reports on Form 10-K and quarterly reports
on Form 10-Q ("Exchange Act Reports", and together with the Registration
Statements, "SEC Filings"), including, without limiting the generality of the
foregoing, to sign any such SEC Filings in the name and on behalf of the
Corporation or on behalf of the undersigned as director or officer of the
Corporation, and any amendments to any such SEC Filings (including post-
effective amendments) and any instrument, contract, document or other writing,
of or in connection with any such SEC Filings or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Commission and any
applicable securities exchange or securities self-regulatory body, granting unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 29th day
of February, 1996.
/s/ ROBERT H. LENTZ
---------------------
Robert H. Lentz
7
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of John E. Preston and Jeanette M. Thomas or any of them each
acting alone, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, in connection with any registration statement on Form S-4, Form S-3
or otherwise (a "Registration Statement") under the Securities Act of 1933, as
amended, of Litton Industries, Inc. (the "Corporation") or any document to be
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the informational requirements of the Exchange Act of 1934, as amended,
including, without limitation annual reports on Form 10-K and quarterly reports
on Form 10-Q ("Exchange Act Reports", and together with the Registration
Statements, "SEC Filings"), including, without limiting the generality of the
foregoing, to sign any such SEC Filings in the name and on behalf of the
Corporation or on behalf of the undersigned as director or officer of the
Corporation, and any amendments to any such SEC Filings (including post-
effective amendments) and any instrument, contract, document or other writing,
of or in connection with any such SEC Filings or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Commission and any
applicable securities exchange or securities self-regulatory body, granting unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 1st day
of March, 1996.
/s/ JOHN M. LEONIS
-------------------
John M. Leonis
8
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of John E. Preston and Jeanette M. Thomas or any of them each
acting alone, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, in connection with any registration statement on Form S-4, Form S-3
or otherwise (a "Registration Statement") under the Securities Act of 1933, as
amended, of Litton Industries, Inc. (the "Corporation") or any document to be
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the informational requirements of the Exchange Act of 1934, as amended,
including, without limitation annual reports on Form 10-K and quarterly reports
on Form 10-Q ("Exchange Act Reports", and together with the Registration
Statements, "SEC Filings"), including, without limiting the generality of the
foregoing, to sign any such SEC Filings in the name and on behalf of the
Corporation or on behalf of the undersigned as director or officer of the
Corporation, and any amendments to any such SEC Filings (including post-
effective amendments) and any instrument, contract, document or other writing,
of or in connection with any such SEC Filings or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Commission and any
applicable securities exchange or securities self-regulatory body, granting unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 3rd day
of March, 1996.
/s/ WILLIAM P. SOMMERS
------------------------
William P. Sommers
9
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of John E. Preston and Jeanette M. Thomas or any of them each
acting alone, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, in connection with any registration statement on Form S-4, Form S-3
or otherwise (a "Registration Statement") under the Securities Act of 1933, as
amended, of Litton Industries, Inc. (the "Corporation") or any document to be
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the informational requirements of the Exchange Act of 1934, as amended,
including, without limitation annual reports on Form 10-K and quarterly reports
on Form 10-Q ("Exchange Act Reports", and together with the Registration
Statements, "SEC Filings"), including, without limiting the generality of the
foregoing, to sign any such SEC Filings in the name and on behalf of the
Corporation or on behalf of the undersigned as director or officer of the
Corporation, and any amendments to any such SEC Filings (including post-
effective amendments) and any instrument, contract, document or other writing,
of or in connection with any such SEC Filings or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Commission and any
applicable securities exchange or securities self-regulatory body, granting unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 29th day
of February, 1996.
/s/ C.B. THORNTON, JR.
------------------------
C.B. Thornton, Jr.
10
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of John E. Preston and Jeanette M. Thomas or any of them each
acting alone, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, in connection with any registration statement on Form S-4, Form S-3
or otherwise (a "Registration Statement") under the Securities Act of 1933, as
amended, of Litton Industries, Inc. (the "Corporation") or any document to be
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the informational requirements of the Exchange Act of 1934, as amended,
including, without limitation annual reports on Form 10-K and quarterly reports
on Form 10-Q ("Exchange Act Reports", and together with the Registration
Statements, "SEC Filings"), including, without limiting the generality of the
foregoing, to sign any such SEC Filings in the name and on behalf of the
Corporation or on behalf of the undersigned as director or officer of the
Corporation, and any amendments to any such SEC Filings (including post-
effective amendments) and any instrument, contract, document or other writing,
of or in connection with any such SEC Filings or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Commission and any
applicable securities exchange or securities self-regulatory body, granting unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 5th day
of March, 1996.
/s/ RUDOLPH E. LANG, JR.
-------------------------
Rudolph E. Lang, Jr.
11
