COMPTEK RESEARCH INC/NY
425, 2000-06-22
COMPUTER PROGRAMMING SERVICES
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                                   Filer:  Comptek Research, Inc.
                                   Pursuant to Rule 425 under the
                                   Securities Act of 1933
                                   Commission File No. 1-8502




On June 22, 2000, Comptek Research, Inc. ("Comptek") filed a
Current Report on Form 8-K (the "Form 8-K") for the purposes of
reporting the following under the heading "Item 5. Other Events":

     "On  June  12, 2000, Comptek Research, Inc. (the  "Company")
     entered  into an Agreement and Plan of Merger, dated  as  of
     June 12, 2000 (the "Merger Agreement") with Northrop Grumman
     Corporation  ("Northrop") and Yavapai Acquisition  Corp.,  a
     wholly  owned  subsidiary of Northrop (the "  Merger  Sub"),
     providing  for the merger of Merger Sub with  and  into  the
     Company  (the "Merger").   Upon consummation of  the  Merger
     (i)  the  Company will become a wholly owned  subsidiary  of
     Northrop and (ii) each outstanding share of common stock  of
     the  Company will be converted into common stock of Northrop
     and  the right to receive cash in lieu of fractional  shares
     of Northrop common stock.

     Pursuant to the Rights Agreement dated April 16, 1999
     between the Company and American Stock Transfer & Trust
     Company, as Rights Agent (the "Rights Agreement"), the Board
     of Directors of the Company (the "Board") declared a
     dividend of one right (a "Right") for each outstanding share
     of the Company's common stock, par value $0.02 per share
     (the "Company Common Stock"), to stockholders of record at
     the close of business on April 30, 1999.  Each Right
     entitles the registered holder to purchase from the Company
     a unit consisting of one one-hundredth of a share of Series
     A Junior Participating Preferred Stock, par value $.01 per
     share (the "Preferred Stock"), at a Purchase Price of $45.00
     per unit of one one-hundredth of a share, subject to
     adjustment.  The description and the terms of the Rights are
     set forth in the Rights Agreement.

     At a Special Meeting of the Board held on June 12, 2000, the
     Board approved an amendment to the Rights Agreement, dated
     and effective as of June 12, 2000 (the "Amendment").  The
     Amendment was entered into in connection with the Merger
     Agreement.  Pursuant to the Merger Agreement (i) Merger Sub
     shall make an exchange offer (the "Offer") to exchange
     shares of common stock, par value $1.00 per share ("Northrop
     Common Stock"), of Northrop for all of the issued and
     outstanding shares of the Company Common Stock and (ii)
     Merger Sub shall merge with and into the Company (the
     "Merger"), with the Company continuing as the surviving
     corporation.

     The Amendment provides that neither Northrop, Merger Sub nor
     any Associate or Affiliate of Northrop or Merger Sub,
     individually or collectively, shall be deemed to be an
     Acquiring Person, nor shall a Distribution Date be deemed to
     have occurred solely as a result of (i) the announcement,
     approval, execution or delivery of the Merger Agreement,
     (ii) the consummation of the Offer and/or the Merger or
     (iii) the consummation of the other transactions
     contemplated by the Merger Agreement.

     The Amendment further provides that neither a Section
     11(a)(ii) Event nor an event described in Section 13 of the
     Rights Agreement shall be deemed to have occurred as a
     result of (i) the announcement, approval, execution or
     delivery of the Merger Agreement, (ii) the consummation of
     the Offer and/or the Merger or (iii) the consummation of the
     other transactions contemplated by the Merger Agreement and
     the Rights shall not be adjusted or exercisable in
     accordance with Section 11 or Section 13.

     Copies of the Amendment and Merger Agreement are filed
     herewith as Exhibit 99.1 and Exhibit 99.2, respectively.
     Copies of the Rights Agreement and the Amendment are
     available free of charge from the Company.  This summary
     description of the Rights Agreement and the Amendment does
     not purport to be complete and is qualified in its entirety
     by reference to the Rights Agreement and the Amendment,
     which are incorporated herein by reference."

Exhibits 99.1 and 99.2 to the Form 8-K are incorporated herein by
reference.

                            * * * * *
We urge investors and security holders to read the following
documents, when they become available, regarding the exchange
offer and the merger (described above), because they will contain
important information:

* Northrop Grumman Corp.'s ("Northrop") preliminary
  prospectus, prospectus supplements, final prospectus, and tender
  offer material.

* Northrop's Registration Statement on Form S-4 and Schedule
  TO containing or incorporating by reference such documents and
  other information.

* Comptek's Solicitation/Recommendation Statement on Schedule
  14D-9.

These documents and amendments to these documents will be filed
with the United States Securities and Exchange Commission.

When these and other documents are filed with the SEC, they may
be obtained free at the SEC's web site at www.sec.gov.  You may
also obtain for free each of these documents from Comptek by
directing your request to Investor Relations at www.comptek.com
or by fax to Christopher Head, Esq.'s attention at (716) 677-
0936.  The prospectus and the other documents may also be obtained
by contacting Northrop Grumann Corporation, 1840 Century Park East,
Los Angeles, CA 90067, Attn:  Office of the Secretary.






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