COMPTEK RESEARCH INC/NY
8-K, 2000-06-12
COMPUTER PROGRAMMING SERVICES
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               SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, DC  20549
                           __________


                            FORM 8-K

                         CURRENT REPORT

             Pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported)

                         June 12, 2000



                      COMPTEK RESEARCH, INC.

          (Exact Name of Registrant as Specified in Charter)


      New York         1-8502              16-0959023

  (State of Other     (Commis-     (IRS Employer Identification
  Jurisdiction of      sion File                No.)
   Incorporation)      Number)

 2732 Transit Road, Buffalo, New York           14224-2523
----------------------------------------     ------------------
(Address of Principal Executive Offices)         (Zip Code)

Registrant's telephone number, including area code:   (716) 677-4070

                          Not Applicable
  -------------------------------------------------------------
  (Former Name or Former Address, if  Changed Since Last Year)

Item 5.   OTHER EVENTS

          On  June  12, 2000, Comptek Research, Inc., ("Comptek")
          entered  into  an  Agreement and Plan  of  Merger  with
          Northrop  Grumman Corporation ("Northrop") and  Yavapai
          Acquisition   Corp.,  a  wholly  owned  subsidiary   of
          Northrop. A copy of the news release issued by  Comptek
          in  regard to the transaction is attached as an exhibit
          to this report.

Item 7.   FINANCIAL   STATEMENTS,  PRO   FORMA   FINANCIAL
          INFORMATION AND EXHIBITS.

99 (a)    News Release dated June 12, 2000.


                           SIGNATURES

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


                                  COMPTEK RESEARCH, INC.

Date:   June 12, 2000             By: /s/ John J. Sciuto
                                     ---------------------
                                     John J. Sciuto
                                     Chairman, President and CEO


                           Exhibit 99


For Immediate Release

     Contact:  Christopher A. Head
               Executive Vice President
               Comptek Research, Inc.
               (716) 677-4070

         Comptek To Be Acquired By Northrop Grumman Corporation


BUFFALO,  NY,  June  12,  2000, -- Comptek Research,  Inc.  (Amex:  CTK)
announced  today that it has signed a definitive agreement with Northrop
Grumman Corporation (NYSE : NOC) to be acquired by Northrop Grumman in a
tax-free stock for stock exchange.

The  amount  of  Northrop  Grumman  stock  to  be  received  by  Comptek
shareholders  shall  be  determined by dividing $20.75  by  the  average
closing price on the New York Stock Exchange for Northrop Grumman common
stock  during the 20 trading days ending two business days prior to  the
effective date of Northrop Grumman registration statement.

In  no event will the exchange ratio be more than 0.2804:1 or less  than
0.2470:1.   Should the average closing price of Northrop Grumman  common
stock  be less than $74.00 per share during this 20-day period,  Comptek
has  the  right  to  terminate  the  transaction,  subject  to  Northrop
Grumman's  discretionary right to enhance the  exchange  ratio  so  that
Comptek  shareholders  receive a minimum value  of  $20.75  per  Comptek
share.

John  J.  Sciuto,  chairman, president, and chief executive  officer  of
Comptek  Research, Inc., said, "We have a long-standing  and  successful
history  with Northrop Grumman.  We have been their partner  on  several
key  electronic warfare programs for the U. S. Navy and U. S. Air  Force
over  the  last  20  years.  I believe this union  to  be  an  excellent
strategic  fit for Northrop Grumman, as well as representing significant
value   for   Comptek's  shareholders,  and  greatly   expanded   career
opportunities for Comptek's 1,200 employees."

Comptek's  financial results have been consistently uptrending  for  the
last  four years, culminating in a record fiscal year that concluded  on
March 31, 2000.  Comptek reported sales of $145.4 million and net income
of  $5.3  million, or $0.83 per diluted share.  Current contract backlog
is in excess of $160 million.

Comptek  Research, Inc., with subsidiary locations in the United  States
and  Canada,  is  a domestic and international supplier  of  technically
advanced  electronics and data communications systems to government  and
industry.

CIBC  World  Markets acted as financial advisor to Comptek in connection
with this transaction.

Closing of the merger is expected to occur within 60 days.

This  news  release contains forward-looking statements about  Comptek's
current expectations for future growth and business opportunities  based
on  current business conditions.  Forward-looking statements are subject
to  risks  and uncertainties that could cause actual results  to  differ
materially.  These risks and uncertainties include Comptek's  dependence
on  continued  funding of U.S. Department of Defense  programs  and  the
likelihood that actual future revenues that are realized may differ from
those  inferred  from  existing backlog  or  orders.   Other  risks  and
uncertainties  are described in Comptek's 1999 Form 10-K  Annual  Report
filed with the Securities and Exchange Commission.

Note:     Today's news release and Comptek's news releases for the  past
year  are available on the Internet at http://www.cfonews.com under  the
heading  "Company News, Comptek Research." Additional information  about
Comptek is also available at http://www.comptek.com.

                                  -30-




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