NORTHROP GRUMMAN CORP, S-3/A, 1999-08-06

NORTHROP GRUMMAN CORP
S-3/A, 1999-08-06
AIRCRAFT

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As filed with the Securities and Exchange Commission on August 6, 1999
Registration No. 333-78251
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

<TABLE>
<S> <C>
DELAWARE 95-1055798
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>

1840 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067
(310) 553-6262
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)

JOHN H. MULLAN, ESQ., CORPORATE VICE PRESIDENT AND SECRETARY
NORTHROP GRUMMAN CORPORATION
1840 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067
(310) 553-6262
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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COPIES TO:
John D. Hussey, Esq.
James M. Rene, Esq.
Sheppard, Mullin, Richter & Hampton LLP
333 South Hope Street, 48th Floor
Los Angeles, California 90071
(213) 620-1780

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:

FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT IS DECLARED EFFECTIVE.

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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
reinvestment plans, please check the following box. [X]

---------------

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.

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- -------------------------------------------------------------------------------
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until our registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

Prospectus, Subject to Completion, Dated August 6, 1999

Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California 90067
(310) 553-6262

$1,500,000,000

Northrop Grumman Corporation

Debt Securities
Preferred Stock
Common Stock
Warrants to Purchase Debt Securities
Warrants to Purchase Equity Securities

You should read this prospectus and any supplement carefully before you
invest.

This prospectus describes debt and equity securities that we may issue and
sell at various times:

. our prospectus supplements will contain the specific terms of each
issuance of debt or equity securities.

. we can issue debt and equity securities with a total offering price of
up to $1,500,000,000 under this prospectus.

. we may sell the debt and equity securities to or through underwriters,
dealers or agents. We also may sell debt and equity securities directly
to investors.

Our common shares are listed on the New York Stock Exchange and the Pacific
Stock Exchange under the trading symbol "NOC." The closing price of our common
stock on August 5, 1999, was $69 7/16 per share. We will not sell any of the
securities being offered without delivery of the applicable prospectus
supplement describing the method and terms of the offering of such series of
securities being offered. Any common stock sold pursuant to a prospectus
supplement will be listed on the New York Stock Exchange and the Pacific Stock
Exchange, subject to official notice of issuance.

Investing in our securities involves risk. See "Risk Factors" and "Forward-
Looking Statements" on page 2 for a discussion of risks you should consider
before buying our securities.

Neither the Securities and Exchange Commission nor any state securities
regulators has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

This prospectus is dated , 1999.
<PAGE>

Northrop Grumman Corporation

Northrop Grumman is an advanced technology company operating in the
Integrated Systems and Aerostructures, Electronic Sensors and Systems, and
Information Technology (Logicon) segments of a broadly defined aerospace
industry. The Integrated Systems and Aerostructures segment includes the
design, development and manufacturing of aircraft and aircraft subassemblies.
The Electronic Sensors and Systems segment includes the design, development,
manufacturing and integration of electronic systems and components for military
and commercial use. The Information Technology (Logicon) segment includes the
design, development, operation and support of computer systems for scientific
and management information.

We are the prime contractor for the B-2 bomber and the principal
subcontractor to The Boeing Company on the F/A-18 program. We manufacture
portions of the Boeing 737, 747, 757, 767 and 777 jetliners, the Gulfstream IV
and V business jets, and the Boeing C-17 military transport. We are prime
contractor for the E-8 Joint Surveillance Target Radar System also known as
Joint STARS. We are also a major producer of airborne early warning and control
systems, including the all-weather E-2C Hawkeye aircraft. Our Electronic
Sensors and Systems segment's primary expertise is the ability to conceive,
design, produce and support high performance sensors and intelligence systems
operating in all environments from underseas to outer space. Programs in the
Electronic Sensors and Systems segment include the AN/APG-66/68 airborne fire
control radar aboard F-16 fighters; the AN/APG-77 radar system; the Longbow
fire control radar; the Longbow missile for the AH-64 Apache attack helicopter,
the AN/ALQ-135, an internally mounted radar jammer deployed on F-15 aircraft,
the AN/ALQ-162 Shadowbox, a jammer built specifically to counter continuous
wave radars, the ALQ-165 airborne self-protection jammer, the three-dimensional
AN/TPS-70/75 radars and predecessor AN/TPS-43, and the ASR-12, a solid-state,
new generation derivative of the ASR-9 terminal radar. Information Technology
(Logicon) designs, develops, operates and supports computer systems for
scientific and management information.

Risk Factors

We are heavily dependent on sales to the United States government

Approximately 75% of our net sales in 1998 were to the United States
Government. The U.S. Government programs in which Northrop Grumman is involved
must compete with other defense programs for uncertain levels of funding. These
defense programs are also normally subject to termination by the government for
convenience. The funding of defense programs competes with non-defense spending
of the U.S. Government. Budget decisions made by the U.S. Government are
outside of our control and have long-term consequences for the size and
structure of Northrop Grumman.

The market for Northrop Grumman stock can be volatile

During the twelve months prior to August 6, 1999, the market price of our
common stock as quoted on the New York Stock Exchange has ranged from a low of
$56.625 per share to a high of $84 per share. The price of our common stock
may, at times, be volatile.

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About This Prospectus

This prospectus is part of a registration statement that we filed with the
SEC using a "shelf" registration process. Under this shelf registration
process, we may sell any combination of the debt and equity securities
described in this prospectus in one or more offerings for total proceeds of up
to $1,500,000,000. This prospectus provides you with a general description of
the securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. This prospectus supplement may add, update or change information
contained in this prospectus. It is important for you to consider the
information contained in this prospectus and any prospectus supplement together
with additional information described under the heading, "Where You Can Find
More Information."

Forward-Looking Statements

We make statements in this prospectus and the documents incorporated by
reference that we believe are "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. Sometimes these
statements will contain words such as "believes," "expects," "intends,"
"plans," and other similar words. These statements are not guarantees of our
future performance and are subject to risks, uncertainties and other important
factors that could cause our actual performance or achievements to be
materially different from those we may project. These forward-looking
statements also represent our estimates and assumptions only as of the date
they were made.

These risks, uncertainties and factors include:

. our successful performance of internal plans;

. government customers' budgetary restraints;

. customer changes in short-range and long-range plans;

. domestic and international competition in both the defense and commercial
areas;

. product performance;

. continued development and acceptance of new products;

. performance issues with key suppliers and subcontractors;

. government import and export policies;

. termination of government contracts, which may include termination for
the convenience of the government;

. the outcome of political and legal processes;

. legal, financial and governmental risks related to international
transactions and global needs for military and commercial aircraft and
electronic systems and support; and

. other economic, political and technological risks and uncertainties.

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Given these uncertainties, you should not place undue reliance on these
forward-looking statements. The future results may differ materially from
those expressed in the forward-looking statements. For these statements, we
intend to claim protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995. Please see
the documents incorporated by reference for more information on these factors.

Use of Proceeds

We will use the net proceeds from the sale of the debt and equity
securities for general corporate purposes. These purposes may include
repayment of debt, working capital needs, capital expenditures, acquisitions
and any other general corporate purpose. If we identify a specific purpose for
the net proceeds of an offering, we will describe that purpose in the
applicable prospectus supplement.

Ratio of Earnings to Fixed Charges

The following table shows ratios of earnings to fixed charges for each of
the periods indicated.

<TABLE>
<CAPTION>
Years Ended December 31,
Six Months Ended -------------------------------------------------
June 30, 1999 1998 1997 1996 1995 1994
---------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
3.7 2.2 3.2 2.4 3.6 1.7
</TABLE>

For purposes of calculating the above ratios:

. earnings consist of income from continuing operations before income
taxes, and

. fixed charges consist of interest on all indebtedness, amortization of
debt issuance costs, and the portion of rental expense we consider
representative of an interest factor.

Description of Debt Securities

As used in this prospectus, "debt securities" means the senior and
subordinated debentures, notes, bonds and other evidences of indebtedness that
we issue and a trustee authenticates and delivers under the applicable
indenture. We will describe the particular terms of any series of debt
securities, and the extent to which the general terms summarized below may
apply, in the prospectus supplement relating to that series.

We will issue senior debt securities and subordinated debt securities under
separate indentures between us and The Chase Manhattan Bank, as trustee. We
have summarized the material provisions of the indentures on the following
pages. We filed the senior indenture and the form of subordinated indenture as
exhibits to this registration statement and you should read the indentures for
provisions that may be important to you. If you would like more information on
these provisions, see "Where You Can Find More Information" on how to locate
the indentures.

If we use another trustee or another indenture for a series of debt
securities, we will provide the details in a prospectus supplement. We will
file the forms of any other indentures with the SEC at the time we use them.

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<PAGE>

Terms

The indenture provides for the issuance of debt securities in one or more
series. A prospectus supplement relating to a series of debt securities will
include specific terms relating to the offering. These terms will include some
or all of the following:

. the title and type of the debt securities;

. whether the debt securities will be senior or subordinated debt
securities and the terms of the subordination provisions;

. any limit on the total principal amount of the debt securities;

. the person who will receive interest payments on any debt securities if
other than the registered holder;

. the price or prices at which we will sell the debt securities;

. the maturity date or dates of the debt securities;

. the rate or rates, which may be fixed or variable, per annum at which the
debt securities will bear interest and the date from which such interest
will accrue;

. the dates on which interest will be payable and the related record dates;

. whether any index, formula or other method will determine payments of
principal or interest and the manner of determining the amount of such
payments;

. the place or places of payments on the debt securities;

. whether the debt securities are redeemable;

. any redemption dates, prices, obligations and restrictions on the debt
securities;

. any mandatory or optional sinking fund or purchase fund or analogous
provisions;

. the denominations of the debt securities if other than $1,000 or
multiples of $1,000;

. the currency of principal and interest payments if other than US Dollars;

. any provisions granting special rights if certain events happen;

. any deletions from, changes in or additions to the events of default or
the covenants specified in the indenture;

. any trustees, authenticating or paying agents, transfer agents,
registrars or other agents for the debt securities if other than The
Chase Manhattan Bank;

. any conversion or exchange features of the debt securities;

. whether we will issue the debt securities as original issue discount
securities for federal income tax purposes;

. any special tax implications of the debt securities;

. the terms of payment upon acceleration; and

. any other material terms of the debt securities.

We may issue debt securities that are convertible into or exchangeable for
our common stock or other securities, or the debt or equity of another company.
If we issue these types of debt securities, we will provide additional
information in a prospectus supplement.

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We may sell debt securities at a discount below their stated principal
amount, bearing no interest or interest at a rate that, at the time of
issuance, is different than market rates. When we refer to the principal and
interest on debt securities, we also mean the payment of any additional amounts
that we must pay under the indenture or the debt securities, including amounts
for certain taxes, assessments or other governmental charges which holders of
debt securities must pay.

Denomination, Form, Payment and Transfer

Normally, we will denominate and make payments on debt securities in U.S.
dollars. If we issue debt securities denominated, or with payments, in a
foreign or composite currency, a prospectus supplement will specify the
currency or composite currency.

We may from time to time issue debt securities as registered securities.
This means that holders will be entitled to receive certificates representing
the debt securities registered in their name. You can transfer or exchange debt
securities in registered form without service charge, upon reimbursement of any
taxes or government charges. You can make this transfer or exchange at the
trustee's corporate trust office or at any other office we maintain for such
purposes. If the debt securities are in registered form, we can pay interest by
check mailed to the person in whose name the debt securities are registered on
the days specified in the indenture.

As a general rule, however, we will issue debt securities in book-entry
form. This means that one or more permanent global certificates registered in
the name of a depositary, or a nominee of the depositary, will represent the
debt securities. Only persons who have accounts with depositaries, which are
known as participants, or persons that may hold interests through participants,
can have beneficial ownership interests in global certificates representing a
series of debt securities. The depositary will maintain a computerized book-
entry and transfer system that keeps track of the principal amounts of debt
securities held in the accounts of participants. Participants keep records of
the interests of their clients who have purchased debt securities through them.
Beneficial ownership interests in debt securities issued in book-entry form may
be shown only on, and may be transferred only through, records maintained by
the depositary and its participants. Some states require that certain
purchasers receive securities only in certificate form. These state laws may
limit the ability of beneficial owners to transfer their interests.

The Depositary Trust Company, or DTC, frequently acts as the depositary for
debt securities. DTC is owned by a number of its participants and by the NYSE,
AMEX and the NASD. The information below regarding DTC, which DTC provides, is
included for informational purposes only. You should not treat it as a
representation, warranty or contract modification of any kind. If we issue the
debt securities of any series in book-entry form and the depositary is someone
other than DTC, we will provide you with additional information in a prospectus
supplement.

DTC holds securities that its participants deposit. Participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and other organizations. DTC's book-entry system is also available to other
organizations such as securities brokers and dealers, banks and trust companies
that work through a participant. DTC electronically records the settlement
among participants of their securities transactions in deposited securities.
Issuers make interest and principal payments to DTC, which in turn credits
payments to participants' accounts according to their beneficial ownership
interests as reflected in DTC's records. In addition, DTC currently assigns any
voting rights to participants by using an omnibus proxy. These payments and
voting rights are governed by the customary practices between the participants
and holders of beneficial interests.

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DTC will be the sole owner of the global certificates. We, the trustee and
the paying agent have no responsibility or liability for the records relating
to beneficial ownership interests in the global certificates or for the
payments of principal and interest due for the accounts of beneficial holders
of interests in the global certificates. The global certificates representing a
series of debt securities normally may not be transferred except by DTC to its
nominees or successors in accordance with the indenture. A series of debt
securities represented by global certificates will be exchangeable for debt
securities in registered form with the same terms in authorized denominations
if:

. DTC notifies us that it is unwilling or unable to continue as depositary
or if DTC ceases to be a clearing agency registered under applicable law
and we do not appoint a successor depositary within 90 days; or

. we decide not to require all of the debt securities of a series to be
represented by global certificates and notify the trustee of that
decision.

Events of Default

Unless we indicate otherwise in a prospectus supplement, the following are
events of default under the indenture with respect to any issued debt
securities:

. failure to pay the principal or any premium on any debt security of that
series when due;

. failure for 30 days to pay interest on any debt security of that series
when due;

. failure to deposit any sinking fund payment on any debt security of that
series when due;

. failure to perform any other covenant in the indenture that continues for
90 days after we have been given written notice of such failure; or

. the occurrence of events in bankruptcy, insolvency or reorganization.

An event of default for one series of debt securities does not necessarily
constitute an event of default for any other series. The trustee may withhold
notice to the debt securities holders of any default, except a payment default,
if it considers such action to be in the holders' interests.

If an event of default occurs and continues, the trustee, or the holders of
at least 25% in aggregate principal amount of the debt securities of the
series, may declare the entire principal of all the debt securities of that
series to be due and payable immediately. If this happens, under a number of
circumstances, the holders of a majority of the aggregate principal amount of
the debt securities of that series can void the acceleration of payment.

The indenture provides that the trustee has no obligation to exercise any of
its rights at the direction of any holders, unless the holders offer the
trustee reasonable indemnity. If they provide this indemnification, the holders
of a majority in principal amount of any series of debt securities have the
right to direct any proceeding, remedy, or power available to the trustee with
respect to that series.

Subordination

The subordinated debt securities will be subordinated and junior in right of
payment to all our senior indebtedness to the extent set forth in the
applicable prospectus supplement.

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<PAGE>

Conversion Rights

We will describe the terms upon which debt securities may be convertible
into our common stock or other securities in a prospectus supplement. These
terms will include provisions as to whether conversion is mandatory or
optional. They may also include provisions adjusting the number of shares of
our common stock or other securities.

Our Obligations under the Indenture

Under the indenture, we will agree to the following:

Limitations on Liens. The indenture restricts our ability and the ability of
some of our subsidiaries to encumber assets. If we, or any restricted
subsidiary, pledge or mortgage any of our property to secure any debt, then we
will, unless an exception applies, pledge or mortgage the same property to the
trustee to secure the debt securities for as long as such debt is secured by
such property. Restricted subsidiary means one of our subsidiaries that has
substantially all of its assets located in, or carries on substantially all of
its business in, the United States.

This restriction will not apply in various situations. We may encumber
assets if the encumbrance is a permitted lien, as defined below, without regard
to the amount of debt secured by the encumbrance. We may also encumber assets
if the amount of all debt secured by encumbrances, other than some permitted
encumbrances, does not exceed the greater of $300,000,000 or 10% of our
consolidated net tangible assets. Consolidated net tangible assets means our
total assets, including the assets of our subsidiaries, as reflected in our
most recent balance sheet, less current liabilities, goodwill, patents and
trademarks. Permitted liens include:

. liens on a corporation's property, stock or debt at the time it becomes a
restricted subsidiary;

. liens on property at the time we or a restricted subsidiary acquires the
property;

. liens securing debt owing by a restricted subsidiary to us or another
restricted subsidiary;

. liens existing at the time the indenture became effective;

. liens on property of an entity at the time such entity is merged into or
consolidated with us or a restricted subsidiary or at the time we or a
restricted subsidiary acquire all or substantially all of the assets of
the entity;

. liens in favor of any governmental customer to secure payments or
performance pursuant to any contract or statute, or to secure
indebtedness we incur with respect to the acquisition or construction of
the property subject to the liens, any related indebtedness, or debt
guaranteed by a government or governmental authority; and

. any renewal, extension or replacement for any lien permitted by one of
the exceptions described above.

Limitations on Sale Leaseback Arrangements. Except under various
circumstances, the indenture also restricts our ability and the abilities of
some of our subsidiaries to enter into sale-leaseback transactions. Such an
arrangement is permissible if we or our restricted subsidiary would be
permitted to incur indebtedness secured by a principal property at least equal
in amount to the attributable debt with respect to such arrangement. Sale-
leaseback transaction means, subject to some exceptions, an arrangement
pursuant to which we, or a restricted subsidiary, transfer a principal property
to a person and contemporaneously lease it back from that person. Principal
property means, with some exceptions, any manufacturing plant or facility
located in the United States which we or

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one or more of our restricted subsidiaries owns, except any plant or facility
which our board of directors determines is not of material importance to our
total business. Attributable debt for a sale and leaseback transaction means
the lesser of the fair value of such property as determined by our board of
directors or the present value of the obligation of the lessee for net rental
payments during the remaining term of the lease.

Funded Debt of Restricted Subsidiaries. Except under various circumstances,
the indenture restricts the ability of any restricted subsidiary to issue,
assume or guarantee any funded debt unless the funded debt of all restricted
subsidiaries does not exceed 10% of our consolidated net tangible assets.
Funded debt means any indebtedness for money borrowed which matures more than
one year from the date of its creation.

The applicable indenture will not otherwise limit our ability to incur
additional debt, unless we tell you this in a prospectus supplement.

Consolidation, Merger or Sale

We may neither consolidate with nor merge into another corporation nor
transfer all or substantially all of our assets to another corporation unless:

. the successor corporation assumes all of our obligations under the debt
securities and the indenture;

. immediately following the transaction, no event of default and no
circumstances which, after notice or lapse of time or both, would become
an event of default, shall have happened and be continuing; and

. we have delivered to the trustee an officers' certificate and a legal
opinion confirming that we have complied with the indenture.

Redemption, Sinking Fund and Defeasance

We may redeem some or all of the debt securities at our option, subject to
the conditions stated in the applicable prospectus supplement. If a series of
debt securities is subject to a sinking fund, the prospectus supplement will
describe those terms.

The indenture permits us to discharge or defease a number of our obligations
for any series of debt securities at any time. We may defease a series of debt
securities by depositing with the trustee cash or government securities
sufficient to pay all sums due on that series. Under various circumstances, if
we defease a series of debt securities, we will no longer have a legal
obligation to pay principal, interest and any premium on that series. We can
defease one series of debt securities without defeasing any other series.

Under U.S. federal income tax law, a discharge of our obligation to pay
principal, interest and any premium on the debt securities would be treated as
an exchange of the debt securities for a new security representing an interest
in the trust. Each holder would have to recognize gain or loss equal to any
difference between the holder's cost or other tax basis for the debt securities
and the value of the holder's interest in the trust. Holders would not have to
recognize gain or loss in the event of a defeasance of certain contractual
obligations without a discharge of our legal obligation to pay principal,
interest and any premium on the debt securities. Prospective investors should
consult their own tax advisers as to the consequences of a discharge, including
the applicability and effect of tax laws other than U.S. federal income tax
law.

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<PAGE>

Changes to the Indenture

Holders who own more than 50% in principal amount of the debt securities of
a series can agree with us to change the provisions of the indenture relating
to that series. However, no change can affect the payment terms or the
percentage required to change other terms without the consent of all holders of
debt securities of the affected series.

We may enter into supplemental indentures for other specified purposes and
to make changes that would not materially adversely affect your interests,
including the creation of any new series of debt securities, without the
consent of any holder of debt securities.

Governing Law

New York law will govern the indentures and the debt securities.

Trustee

The Chase Manhattan Bank will serve as trustee under each indenture. It is
the trustee under the existing senior debt securities indenture pursuant to
which our existing senior debt securities have been issued. If we use a
different trustee for any debt securities, we will let you know in a prospectus
supplement.

Description of Preferred Stock

The following description discusses the general terms of the preferred stock
which we may issue. The specific terms of the preferred stock have not been
determined. The applicable certificate of designation to our certificate of
incorporation and the prospectus supplement will describe the terms of the
related series of preferred stock. We will provide you copies of these
documents upon request.

General. Our certificate of incorporation authorizes our board of directors,
from time to time and without further stockholder action, to provide for the
issuance of up to 10,000,000 shares of preferred stock, par value $1.00 per
share. Our board of directors may authorize the issuance of preferred stock in
one or more series and may fix the relative rights and preferences of the
shares, including voting powers, dividend rights, liquidation preferences,
redemption rights and conversion privileges.

As of the date of this prospectus, no shares of preferred stock are
outstanding, the board of directors has not provided for the issuance of any
series of preferred stock, and there are no agreements or understandings for
the issuance of any preferred stock, except for the issuance of Series A junior
participating preferred stock in connection with preferred share purchase
rights. These rights were declared as a dividend on our common stock
outstanding in October, 1998, and common stock issued after that date.

The shares of any series of preferred stock will be, when issued, fully paid
and non-assessable and holders of preferred stock will not have preemptive
rights.

You should refer to the prospectus supplement relating to the class or
series of preferred stock being offered for the specific terms of that class or
series, including:

. the title and stated value of the preferred stock being offered;

. the number of shares of preferred stock being offered, their liquidation
preference per share and their purchase price;

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. the dividend rate(s), period(s) and/or payment date(s) or method(s) of
calculating the payment date(s) applicable to the preferred stock being
offered;

. whether dividends shall be cumulative or non-cumulative and, if
cumulative, the date from which dividends on the preferred stock being
offered shall accumulate;

. the procedures for any auction and remarketing, if any, for the preferred
stock being offered;

. the provisions for a sinking fund, if any, for the preferred stock being
offered;

. the provisions for redemption, if applicable, of the preferred stock
being offered;

. any listing of the preferred stock being offered on any securities
exchange or market;

. the terms and conditions, if applicable, upon which the preferred stock
being offered will be convertible into our common stock, including the
conversion price, or the manner of calculating the conversion price, and
the conversion period;

. the terms and conditions, if applicable, upon which the preferred stock
being offered will be exchangeable into debt or equity securities,
including the exchange price, or the manner of calculating the exchange
price, and the exchange period;

. voting rights, if any, of the preferred stock being offered;

. whether interests in the preferred stock being offered will be
represented by depositary shares;

. a discussion of any material and/or special United States federal income
tax considerations applicable to the preferred stock being offered;

. the relative ranking and preferences of the preferred stock being offered
as to dividend rights and rights upon our liquidation, dissolution or
winding up of our affairs;

. any limitations on the issuance of any class or series of preferred stock
ranking senior to or on a parity with the series of preferred stock being
offered as to dividend rights and rights upon our liquidation,
dissolution or winding up of our affairs; and

. any other specific terms, preferences, rights, limitations or
restrictions of the preferred stock being offered.

Rank. Unless otherwise specified in the applicable prospectus supplement,
the preferred stock will, with respect to distribution rights and rights upon
our liquidation, dissolution or winding up of our affairs, rank:

(1) senior to all classes or series of our common stock and to all
equity securities the terms of which specifically provide that such equity
securities rank junior to the preferred stock being offered;

(2) on a parity with all equity securities issued by us other than those
referred to in clauses (1) and (3) of this subheading; and

(3) junior to all equity securities issued by us the terms of which
specifically provide that such equity securities rank senior to the
preferred stock being offered.

Distributions. A prospectus supplement will describe the circumstances
relating to distributions on our preferred stock. If our board of directors
approves distributions, holders of our preferred stock of each series will be
entitled to receive distributions out of our assets legally available for
payment to stockholders. These distributions may be cash distributions, or
distributions in kind or in other

11
<PAGE>

property. The prospectus supplement will describe the rates of the
distributions and the dates we will make distributions. Each distribution shall
be payable to holders of record as they appear on our stock transfer books on
such record dates as shall be fixed by our board of directors. Distributions on
any series of preferred stock, if cumulative, will be cumulative from and after
the date set forth in the applicable prospectus supplement.

Redemption. A prospectus supplement may provide that the preferred stock
will be subject to mandatory redemption or redemption at our option, in whole
or in part. The prospectus supplement will describe the terms, the times and
the redemption prices of the preferred stock.

Liquidation Preference. If we liquidate, dissolve or wind up our affairs,
then, before we make distributions to holders of common stock or any other
class or series of shares of our capital stock ranking junior to the preferred
stock in the distribution of assets, the holders of each series of preferred
stock shall be entitled to receive liquidating distributions out of our assets
legally available for distribution to stockholders. We will make liquidating
distributions in the amount of the liquidation preference set forth in the
applicable prospectus supplement plus an amount equal to all accumulated and
unpaid distributions. After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of shares of preferred
stock will have no right or claim to any of our remaining assets.

If we liquidate, dissolve or wind up and we do not have enough legally
available assets to pay the amount of the liquidating distributions on all
outstanding shares of preferred stock and other classes of capital stock
ranking equally with the preferred stock in the distribution of assets, then
the holders of the preferred stock and all other such classes or series of
shares of capital stock shall share ratably in any such distribution of assets
in proportion to the full liquidating distributions to which they would
otherwise be respectively entitled.

Voting Rights. Holders of preferred stock will not have any voting rights,
except as set forth below or as otherwise from time to time required by law, or
as indicated in the applicable prospectus supplement.

Under the Delaware General Corporation Law, holders of outstanding shares of
a series of preferred stock may be entitled to vote as a separate class on a
proposed amendment to the terms of that series of preferred stock or our
certificate of incorporation if the amendment would:

(a) increase or decrease the aggregate number of authorized shares of
that series of preferred stock;

(b) increase or decrease the par value of that series of preferred
stock; or

(c) alter or change the powers, preferences or special rights of the
shares of such class so as to affect them adversely,

in which case the approval of proposed amendment would require the affirmative
vote of at least a majority of the outstanding shares of that series of
preferred stock.

Conversion Rights. The terms and conditions, if any, upon which any series
of preferred stock is convertible into common stock will be set forth in the
applicable prospectus supplement. These terms will include the following:

(a) the number of shares of common stock into which the shares of
preferred stock are convertible;

12
<PAGE>

(b) the conversion price or the manner of calculating the conversion
price;

(d) provisions as to whether conversion will be at the option of the
holders of the preferred stock or at our option; and

(e) the events requiring an adjustment of the conversion price and
provisions affecting conversion in the event of the redemption of that
series of preferred stock.

Transfer Agent and Registrar. The transfer agent and registrar for the
preferred stock will be set forth in the applicable prospectus supplement.

Description of Common Stock

Our certificate of incorporation provides that we have authority to issue
200,000,000 shares of common stock, par value $1.00 per share. As of July 31,
1999, 69,429,182 shares of common stock were outstanding. Our common stock is
listed on the New York Stock Exchange and the Pacific Stock Exchange.

Dividends. Dividends may be paid on the common stock and on any class or
series of stock entitled to participate with the common stock as to dividends,
but only when and as declared by our board of directors.

Voting Rights. Each holder of our common stock is entitled to one vote per
share on all matters submitted to a vote of stockholders and does not have
cumulative voting rights.

Liquidation. If we liquidate, holders of common stock are entitled to
receive all remaining assets available for distribution to stockholders after
satisfaction of our liabilities and the preferential rights of any preferred
stock that may be outstanding at that time. Our outstanding common shares are
fully paid and nonassessable. The holders of our common stock do not have any
preemptive, conversion or redemption rights. The registrar and transfer agent
for our common stock is ChaseMellon Shareholder Services, L.L.C.

Preferred Stock Purchase Rights. On September 16, 1998, our board of
directors declared a dividend distribution of one preferred share purchase
right for each outstanding share of common stock. Each right, when it becomes
exercisable, entitles the registered holder to purchase from us one one-
thousandth of a share of our Series A junior participating preferred stock,
$1.00 per value per share, at a price of $250.00 per one one-thousandth of a
preferred share, subject to adjustment. These rights attached to all
certificates representing our common shares outstanding on October 2, 1998, and
attach to common shares issued after that date until the distribution date
described below. No separate right certificates will be distributed. The rights
will separate from our common shares on the distribution date. Distribution
date means the date which is the earliest to occur of:

. a person or group of affiliated or associated persons having acquired
beneficial ownership of 15% or more of our outstanding common shares,
except pursuant to a permitted offer; or

. 10 days, or such later date as our board of directors may determine,
following the commencement of, or announcement of an intention to make, a
tender offer or exchange offer, the consummation of which would result in
a person or group acquiring 15% of our outstanding voting power.

13
<PAGE>

We may redeem the rights at the option of our board of directors for $0.01 per
right at any time prior to the earlier of the expiration of the rights or on
the date that a person or persons acquire 15% of our voting power. Our board of
directors may amend the rights at any time without stockholder approval. The
rights will expire by their terms on October 31, 2008.

Some Important Charter and Statutory Provisions. Our certificate of
incorporation provides for the division of our board of directors into 3
classes of directors, each serving staggered, 3-year terms. Our certificate of
incorporation further provides generally that any alteration, amendment or
repeal of the following sections of our certificate of incorporation requires
the approval of the holders of at least 80% of our outstanding voting power,
unless such action is approved by a majority of our board of directors:

(a) the election and classification of the board of directors;

(b) liability of directors; and

If any of these changes to our certificate of incorporation are approved by our
board of directors, the approval of a majority of our outstanding voting power
is required to make these changes effective.

These provisions may have the effect of deterring hostile takeovers or
delaying changes in our control or our management.

We are subject to the provisions of Section 203 of the Delaware General
Corporation Law. In general, the statute prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless:

(1) prior to that date, the board of directors approved either the
business combination or the transaction that resulted in the stockholder
becoming an interested stockholder;

(2) when the transaction that resulted in such person becoming an
interested stockholder is completed, the interested stockholder owned at
least 85% of the voting stock of the corporation outstanding at the time
the transaction began, excluding, for purposes of determining the number of
shares outstanding, shares owned by certain directors or certain employee
stock plans; or

(3) on or after the date the stockholder became an interested
stockholder, the business combination is approved by the board of directors
and authorized by the affirmative vote, and not by the written consent, of
at least two-thirds of the outstanding voting stock, excluding the stock
owned by the interested stockholder.

A "business combination" includes a merger, asset sale, or other transaction
resulting in a financial benefit to the interested stockholder. An "interested
stockholder" is a person who, other than the corporation and any direct or
indirect majority-owned subsidiary of the corporation, together with affiliates
and associates, owns or, as an affiliate or associate, within three years
prior, did own, 15% or more of the corporation's outstanding voting stock.

14
<PAGE>

Description of Warrants

General. We may issue warrants to purchase our debt or equity securities. We
may issue warrants independently or together with any offered securities and
may be attached to or separate from those offered securities. We will issue the
warrants under warrant agreements to be entered into between us and a bank or
trust company, as warrant agent, all as described in the applicable prospectus
supplement. The warrant agent will act solely as our agent in connection with
the warrants of the series being offered and will not assume any obligation or
relationship of agency or trust for or with any holders or beneficial owners of
warrants.

The applicable prospectus supplement will describe the following terms,
where applicable, of warrants in respect of which this prospectus is being
delivered:

. the title of the warrants;

. the designation, amount and terms of the securities for which the
warrants are exercisable;

. the designation and terms of the other securities, if any, with which the
warrants are to be issued and the number of warrants issued with each
such security;

. the price or prices at which the warrants will be issued;

. the aggregate number of warrants;

. any provisions for adjustment of the number or amount of securities
receivable upon exercise of the warrants or the exercise price of the
warrants;

. the price or prices at which the securities purchasable upon exercise of
the warrants may be purchased;

. if applicable, the date on and after which the warrants and the
securities purchasable upon exercise of the warrants will be separately
transferable;

. if applicable, a discussion of the material United States federal income
tax considerations applicable to the exercise of the warrants;

. any other terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of the warrants;

. the date on which the right to exercise the warrants shall commence, and
the date on which the right shall expire;

. the maximum or minimum number of warrants which may be exercised at any
time; and

. information with respect to book-entry procedures, if any.

Exercise of Warrants. Each warrant will entitle the holder of warrants to
purchase for cash the amount of debt or equity securities, at the exercise
price as shall be set forth in, or be determinable as set forth in, the
prospectus supplement relating to the warrants. Warrants may be exercised at
any time up to the close of business on the expiration date set forth in the
prospectus supplement relating to the warrants. After the close of business on
the expiration date, unexercised warrants will become void.

Warrants may be exercised as set forth in the prospectus supplement relating
to the warrants. When the warrant holder makes the payment and properly
completes and signs the warrant certificate at the corporate trust office of
the warrant agent or any other office indicated in the prospectus

15
<PAGE>

supplement, we will, as soon as possible, forward the debt or equity
securities which the warrant holder has purchased. If the warrant holder
exercises the warrant for less than all of the warrants represented by the
warrant certificates, we will issue a new warrant certificate for the
remaining warrants.

Plan of Distribution

We may sell any series of debt or equity securities:

. through underwriters or dealers;

. through agents;

. directly to one or more purchasers; or

. directly to stockholders.

We may effect the distribution of the debt or equity securities from time
to time in one or more transactions either:

. at a fixed price or prices which may be changed;

. at market prices prevailing at the time of sale;

. at prices relating to such prevailing market prices; or

. at negotiated prices.

For each offering of debt or equity securities, the prospectus supplement
will describe the plan of distribution.

If we use underwriters in the sale, they will buy the debt or equity
securities for their own account. The underwriters may then resell the debt or
equity securities in one or more transactions at a fixed public offering price
or at varying prices determined at the time of sale or after the sale. The
obligations of the underwriters to purchase the debt or equity securities will
be subject to various conditions. The underwriters will be obligated to
purchase all the debt or equity securities offered if they purchase any debt
or equity securities. Any initial public offering price and any discounts or
concessions allowed or re-allowed or paid to dealers may be changed from time
to time.

If we use dealers in the sale, we will sell debt or equity securities to
these dealers as principals. The dealers may then resell the debt or equity
securities to the public at varying prices to be determined by these dealers
at the time of resale. If we use agents in the sale, they will use their
reasonable best efforts to solicit purchasers for the period of their
appointment. If we sell directly, no underwriters or agents would be involved.
We are not making an offer of debt securities in any state that does not
permit such an offer.

Underwriters, dealers and agents that participate in the debt or equity
securities distribution may be deemed to be underwriters as defined in the
Securities Act of 1933. Any discounts, commissions, or profit they receive
when they resell the debt securities may be treated as underwriting discounts
and commissions under that Act. We may have agreements with underwriters,
dealers and agents to indemnify them against various civil liabilities,
including liabilities under the Securities Act of 1933, or to contribute with
respect to payments that they may be required to make.

16
<PAGE>

We may authorize underwriters, dealers or agents to solicit offers from
institutions whereby the institution contractually agrees to purchase the debt
or equity securities from us on a future date at a specified price. This type
of contract may be made only with institutions that we specifically approve.
These institutions could include banks, insurance companies, pension funds,
investment companies and educational and charitable institutions. The
underwriters, dealers or agents will not be responsible for the validity or
performance of these contracts.

Underwriters, dealers and agents may be our customers or may engage in
transactions with us or perform services for us in the ordinary course of
business.

Validity of the Debt and Equity Securities

Sheppard, Mullin, Richter & Hampton LLP, Los Angeles, California, has issued
an opinion about the legality of the debt and equity securities for us.
Underwriters, dealers or agents, who we will identify in a prospectus
supplement, may have their counsel opine about specified legal matters relating
to the debt and equity securities.

Experts

The consolidated financial statements and related financial statement
schedule incorporated in this prospectus by reference from Northrop Grumman's
Annual Report on Form 10-K for the year ended December 31, 1998, have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference and has been so incorporated
in reliance upon the report of such firm, given upon their authority as experts
in accounting and auditing.

Where You Can Find More Information

We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. Our SEC filings are
available on the SEC's web site at http://www.sec.gov. You also may read and
copy any document we file at the SEC's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-
SEC-0330 for further information about their public reference rooms, including
copy charges. You also can obtain information about us from the New York Stock
Exchange at 20 Broad Street, New York, New York 10005.

The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede information in this prospectus
and other filings with the SEC. We incorporate by reference the documents
listed below, which we already have filed with the SEC, and any future filings
we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 until we sell all of the debt and equity
securities:

. our Annual Report on Form 10-K for the year end December 31, 1998;

. our Quarterly Report on Form 10-Q for the quarterly period ended March
31, 1999;

. our Quarterly Report on Form 10-Q for the quarterly period ended June 30,
1999; and

17
<PAGE>

. the description of the common stock set forth in the Registration
Statement on Form 8-B dated June 20, 1985.

You may read or copy these documents through our web site at
http://www.northgrum.com. You may request a copy of these filings at no cost,
by writing or calling us at the following address:

Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California 90067
(310) 553-6262

You should rely only on the information contained in, or incorporated by
reference into, this prospectus or any applicable prospectus supplement. We
have not authorized anyone to provide you with additional or different
information. You should not assume that the information in this prospectus, any
prospectus supplement, or any document incorporated by reference is accurate as
of any date other than the date of those documents.

You may also obtain from the SEC a copy of the registration statement and
exhibits that we filed with the SEC when we registered the debt and equity
securities. The registration statement may contain additional information that
may be important to you.

18
<PAGE>

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- -------------------------------------------------------------------------------

You should rely only on the information incorporated by reference or
provided in the prospectus or a prospectus supplement. Northrop Grumman has
not authorized anyone else to provide you with different information. Neither
Northrop Grumman, nor any other person on behalf of Northrop Grumman, is
making an offer to sell or soliciting an offer to buy any of the securities
described in this prospectus or in a prospectus supplement in any state where
the offer is not permitted by law. You should not assume that the information
in this prospectus or a prospectus supplement is accurate as of any date other
than the date on the front of the documents. There may have been changes in
the affairs of Northrop Grumman since the date of the prospectus or a
prospectus supplement.

---------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----

<S> <C>
Northrop Grumman Corporation............................................... 2

Risk Factors............................................................... 2

About This Prospectus...................................................... 3

Forward-Looking Statements................................................. 3

Use of Proceeds............................................................ 4

Ratio of Earnings to Fixed Charges......................................... 4

Description of Debt Securities............................................. 4

Description of Preferred Stock............................................. 10

Description of Common Stock................................................ 13

Description of Warrants.................................................... 15

Plan of Distribution....................................................... 16

Validity of the Debt and Equity Securities................................. 17

Experts.................................................................... 17

Where You Can Find More Information........................................ 17

</TABLE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

Northrop Grumman Corporation

Debt Securities
Preferred Stock
Common Stock
Warrants to Purchase Debt Securities
Warrants to Purchase Equity Securities

---------------

PROSPECTUS

---------------

, 1999

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the expenses, other than underwriting
discounts and commissions, expected to be incurred in connection with the
offering or offerings described in this registration statement. All amounts are
estimated except the Securities and Exchange Commission registration fee.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............. $ 417,000
Trustee fees and expenses....................................... 20,000
Legal fees and expenses......................................... 175,000
Accounting fees and expenses.................................... 100,000
Printing and engraving fees and expenses........................ 100,000
Rating agency fees.............................................. 150,000
Blue Sky fees and expenses (including legal fees)............... 20,000
Miscellaneous .................................................. 18,000
----------
Total......................................................... $1,000,000
==========
</TABLE>

Item 15. Indemnification of Directors and Officers.

The Delaware General Corporation Law (the "DGCL") authorizes corporations to
limit or eliminate the personal liability of directors to the corporation and
its stockholders for monetary damages in connection with the breach of a
director's fiduciary duty of care. The duty of care requires that, when acting
on behalf of the corporation, directors must exercise an informed business
judgment based on all material information reasonably available to them. Absent
the limitation authorized by the DGCL, directors could be accountable to
corporations and their stockholders for monetary damages for conduct that does
not satisfy such duty of care. Although the DGCL does not change a director's
duty of care, it enables corporations to limit available relief to equitable
remedies such as injunction or rescission. The Registrant's certificate of
incorporation limits the liability of directors to the Registrant or its
stockholders to the fullest extent permitted by the DGCL as in effect from time
to time. Specifically, directors of the Registrant will not be personally
liable for monetary damages for breach of a fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the Registrant or to its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL or (iv) for any transaction from which the
director derives any improper personal benefit.

The bylaws of the Registrant provide that the Registrant shall indemnify its
officers, directors and employees to the fullest extent permitted by the DGCL.
The Registrant believes that indemnification under its bylaws covers at least
negligence and gross negligence on the part of the indemnified parties.

The Registrant has entered into an agreement with each of its directors and
certain of its officers indemnifying them to the fullest extent permitted by
the foregoing. The Registrant has also purchased director and officer liability
insurance.

II-1
<PAGE>

Item 16. Exhibits

<TABLE>
<C> <S>
*1-1 Form of Underwriting Agreement relating to common equity securities.

*1-2 Form of Underwriting Agreement relating to preferred equity
securities.

*1-3 Form of Underwriting Agreement relating to debt securities.

4-1 Certificate of Incorporation, as amended (incorporated by reference to
Form S-3 Registration Statement filed August 18, 1994).

4-2 Bylaws, as amended and restated December 16, 1998 (incorporated by
reference to Form 10-K filed March 23, 1999).

4-3 Rights Plan (incorporated by reference to Form 8-A filed November 13,
1998).

4-4 Senior Indenture (incorporated by reference to Amendment No. 1 to Form
S-3 Registration Statement filed September 20, 1994).

4-5 Form of Subordinated Indenture (incorporated by reference to Form S-3
Registration Statement filed August 18, 1994).

4-6 Form of Warrant Agreement for Debt Securities (incorporated by
reference to Form S-3 Registration Statement filed August 18, 1994).

4-7 Form of Warrant Agreement for Equity Securities (incorporated by
reference to Form S-3 Registration Statement filed August 18, 1994).

*4-8 Form of Certificate for Common Stock.

4-9 Form of Certificate of Designations of Preferred Stock (incorporated
by reference to Form S-3 Registration Statement filed August 18,
1994).

5-1 Opinion of Sheppard, Mullin, Richter & Hampton LLP.

12-1 Computation of Ratio of Earnings to Fixed Charges.

23-1 Consent of Deloitte & Touche LLP, independent auditors.

23-2 Consent of Sheppard, Mullin, Richter & Hampton LLP (included in
Exhibit 5-1).

*24-1 Powers of Attorney.

*25-1 Form T-1 Statement of Eligibility and Qualification of Trustee under
the Trust Indenture Act of 1939.
</TABLE>
- --------
* Previously filed.

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(a) to file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) to reflect in the prospectus any fact 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,
represent a fundamental change in the information set forth in this
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

II-2
<PAGE>

registered) and any deviation from the low or high and 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 20 percent 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 this registration statement or any
material change to such information in the registration statement;

provided, however, that the undertakings set forth in the paragraphs (i) and
(ii) above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this registration
statement.

(b) 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.

(c) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

(d) that, if the registrant is a foreign private issuer, to file a post-
effective amendment to the Registration Statement to include any financial
statements required by Rule 3-19 at the start of any delayed offering or
throughout a continuous offering. Financial statements and information
otherwise required by Section 10(a) (3) of the Act need not be furnished,
provided, that the registrant includes in the prospectus, by means of a post-
effective statement, financial statements required pursuant to this paragraph
(a) (d) and other information necessary to ensure that all other information in
the prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, with respect to registration
statements on Form F-3, a post-effective amendment need not be filed to include
financial statements and information required by Section 10(a) (3) of the Act
or Rule 3-19 if such financial statements and information are 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 Form F-3.

(e) 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 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the 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.

(f) that, 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 provisions described under Item 15
above, 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 such 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

II-3
<PAGE>

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 appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in such Act and will be governed by the
final adjudication of such issue.

(g) that, for purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (a) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(h) that, for purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus 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.

(i) to file an application for the purposes of determining the eligibility
of the trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations prescribed by the
Commission under Section 305(b)(2) of such Act.

II-4
<PAGE>

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-3 and has duly caused this Amendment No. 2 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Angeles, State of California, on this
6th day of August, 1999.

NORTHROP GRUMMAN CORPORATION

/s/ John H. Mullan
By: _________________________________
John H. Mullan
Corporate Vice President and
Secretary

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to Registration Statement has been signed below by the following persons
in their capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<C> <S> <C>
/s/ Kent Kresa Chairman of the Board, President August 6, 1999
______________________________________ and Chief Executive Officer and
Kent Kresa* Director (Principal Executive
Officer)

/s/ Richard B. Waugh, Jr. Corporate Vice President and August 6, 1999
______________________________________ Chief Financial Officer
Richard B. Waugh, Jr. (Principal Financial Officer)

/s/ Nelson F. Gibbs Corporate Vice President and August 6, 1999
______________________________________ Controller (Principal Accounting
Nelson F. Gibbs Officer)

/s/ Jack R. Borsting Director August 6, 1999
______________________________________
Jack R. Borsting*

/s/ John T. Chain, Jr. Director August 6, 1999
______________________________________
John T. Chain, Jr.*

/s/ Jack Edwards Director August 6, 1999
______________________________________
Jack Edwards*

/s/ Phillip Frost Director August 6, 1999
______________________________________
Phillip Frost*
</TABLE>

S-1
<PAGE>

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<C> <S> <C>
/s/ Robert A. Lutz Director August 6, 1999
______________________________________
Robert A. Lutz*

/s/ Aulana L. Peters Director August 6, 1999
______________________________________
Aulana L. Peters*

/s/ John E. Robson Director August 6, 1999
______________________________________
John E. Robson*

/s/ Richard M. Rosenberg Director August 6, 1999
______________________________________
Richard M. Rosenberg*

/s/ John Brooks Slaughter Director August 6, 1999
______________________________________
John Brooks Slaughter*

/s/ Richard J. Stegemeier Director August 6, 1999
______________________________________
Richard J. Stegemeier*
</TABLE>

/s/ John H. Mullan
*By: ____________________________
Attorney-in-Fact

- --------
* By authority of powers of attorney filed with this registration statement.

S-2
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number Description Page
------- ----------- ----
<C> <S> <C>
*1-1 Form of Underwriting Agreement relating to common equity
securities.

*1-2 Form of Underwriting Agreement relating to preferred equity
securities.

*1-3 Form of Underwriting Agreement relating to debt securities.

4-1 Certificate of Incorporation, as amended (incorporated by
reference to Form S-3 Registration Statement filed August 18,
1994).

4-2 Bylaws, as amended and restated December 16, 1998 (incorporated
by reference to Form 10-K filed March 23, 1999).

4-3 Rights Plan (incorporated by reference to Form 8-A filed
November 13, 1998).

4-4 Senior Indenture (incorporated by reference to Amendment NO. 1
to Form S-3 Registration Statement filed September 20, 1994).

4-5 Form of Subordinated Indenture (incorporated by reference to
Form S-3 Registration Statement filed August 18, 1994).

4-6 Form of Warrant Agreement for Debt Securities (incorporated by
reference to Form S-3 Registration Statement filed August 18,
1994).

4-7 Form of Warrant Agreement for Equity Securities (incorporated
by reference to Form S-3 Registration Statement filed August
18, 1994).

*4-8 Form of Certificate for Common Stock.

4-9 Form of Certificate of Designations of Preferred Stock
(incorporated by reference to Form S-3 Registration Statement
filed August 18, 1994).

5-1 Opinion of Sheppard, Mullin, Richter & Hampton LLP.

12-1 Computation of Ratio of Earnings to Fixed Charges.

23-1 Consent of Deloitte & Touche LLP, independent auditors.

23-2 Consent of Sheppard, Mullin, Richter & Hampton LLP (included in
Exhibit 5-1).

*24-1 Powers of Attorney.

*25-1 Form T-1 Statement of Eligibility and Qualification of Trustee
under the Trust Indenture Act of 1939.
</TABLE>
- --------
* Previously filed.

<PAGE>

Exhibit 5.1

Sheppard, Mullin, Richter & Hampton LLP

August 6, 1999

Northrop Grumman Corporation
1840 Century Park East
Los Angeles, California 90067

Re: Northrop Grumman Corporation
----------------------------
Registration Statement on Form S-3
----------------------------------

Dear Ladies and Gentlemen:

We have acted as counsel for Northrop Grumman Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of $1,500,000,000 aggregate
principal amount of the Company's senior and subordinated debt securities
(collectively, the "Debt Securities"); warrants to purchase Debt Securities
("Debt Warrants"); preferred stock, par value $1.00 per share ("Preferred
Stock"); common stock, par value $1.00 per share ("Common Stock"); and warrants
to purchase shares of Common Stock, Preferred Stock or other securities ("Equity
Warrants"). The Debt Securities, Debt Warrants, Preferred Stock, Common Stock
and Equity Warrants are herein referred to collectively as the "Securities".
The Securities may be issued from time to time by the Company after the
registration statement to which this opinion is an exhibit (the "Registration
Statement") becomes effective. The terms used herein, unless otherwise defined,
have the meanings assigned to them in the Registration Statement.

We have examined such documents as we have considered necessary for
purposes of this opinion, including (i) the form of Senior Indenture between the
Company and The Chase Manhattan Bank, as trustee (the "Senior Indenture"), (ii)
the
<PAGE>

form of Subordinated Indenture between the Company and The Chase Manhattan Bank,
as trustee (the "Subordinated Indenture"), (iii) the amended Certificate of
Incorporation and By-Laws of the Company, (iv) the forms of debt warrant
agreement and equity warrant agreement (the "Warrant Agreements"), each between
the Company and one or more warrant agents (each, a "Warrant Agent") relating to
the Debt Warrants of the Equity Warrants, as the case may be, and such other
documents and matters of law as we have deemed necessary in connection with the
opinions hereinafter expressed. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to authentic originals of all documents
submitted to us as certified copies or photocopies. In rendering the opinions
expressed below, we have relied on factual representations by Company officials
and statements of fact contained in the documents we have examined.

On the basis of the foregoing and having regard for legal
considerations we deem relevant, we are of the opinion that:

(1) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Delaware.

(2) Upon the taking of appropriate corporate action by the Company;
the effectiveness of the Registration Statement under the Act; the qualification
of the Senior Indenture or the Subordinated Indenture, as the case may be, under
the Trust Indenture Act of 1939; the compliance with the "blue sky" laws of
certain states; the due execution and delivery by the parties thereto of (a) the
Senior Indenture and Subordinated Indenture (each such Indenture being referred
to as an "Indenture", and the Trustee under any Indenture being referred to as a
"Trustee") and (b) a Warrant Agreement relating to Debt Warrants (each such
Warrant Agreement being referred to as a "Debt Warrant Agreement"), assuming
that the relevant Indenture and Debt Warrant Agreement are consistent with the
forms thereof filed as exhibits to the Registration Statement; and the due
execution of the Debt Securities and the Debt Warrants on behalf of the Company,
the Debt Securities and the Debt Warrants will be duly and validly authorized
and, when the Debt Securities are duly authenticated by the relevant Trustee and
the Debt Warrants are duly authenticated by the relevant Warrant Agent and sold
and delivered at the price and in accordance with the terms set forth in the
Registration Statement and the supplement or supplements to the relevant
Prospectus included therein, the Debt Securities and the Debt Warrants

-2-
<PAGE>

will be valid and binding obligations of the Company, entitled to the benefits
of the relevant Indenture and Debt Warrant Agreement, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally and
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

(3) Upon the taking of appropriate corporate action by the Company and
its shareholders, including the approval of the terms of any class or series of
Securities; the effectiveness of the Registration Statement under the Act; the
compliance with the "blue sky" laws of certain states; the due execution and
delivery by the parties thereto of a Warrant Agreement relating to Equity
Warrants, (each such Warrant Agreement, being referred to an "Equity Warrant
Agreement"), assuming that the relevant Equity Warrant Agreement is consistent
with the form thereof filed as an exhibit to the Registration Statement and the
due execution of the Equity Warrants on behalf of the Company, the Equity
Warrants will be duly and validly authorized and, when duly authenticated by the
relevant Warrant Agent and sold and delivered at the price and in accordance
with the terms set forth in the Registration Statement and the supplement or
supplements to the relevant Prospectus included therein, the Common Stock and
the Preferred Stock will be validly issued, fully paid and nonassessable and the
Equity Warrants will be valid and binding obligations of the Company, entitled
to the benefits of the Equity Warrant Agreement except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors' rights generally and subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Validity of the Debt and Equity Securities" in the Prospectus. In giving such
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ SHEPPARD, MULLIN, RICHTER & HAMPTON LLP

-3-

<PAGE>

EXHIBIT 12.1
Northrop Grumman Corporation
Ratio of Earnings to Fixed Charges
($ in millions of U.S. Dollars except ratios)

<TABLE>
<CAPTION>
Fiscal Year Ended December 31,
Six Months Ended ----------------------------------------
June 30, 1999 1998 1997 1996 1995 1994
-------------------- ----------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Earnings
Income from continuing operations
before income taxes $ 344 $ 312 $ 651 $ 432 $ 448 $ 93
-------------------------------------------------------------

Fixed Charges
Portion of rentals representative
of interest factor 18 35 36 37 35 33

Interest Expenses 103 219 242 246 135 106

Amortization of debt issue costs
and other fees 6 14 15 24 2 3
-------------------------------------------------------------

Total Fixed Charges 127 268 293 307 172 142
-------------------------------------------------------------

Earnings Plus Fixed Charges $ 471 $ 580 $ 944 $ 739 $ 620 $ 235
=============================================================

Ratio of Earnings to Fixed Charges 3.7 2.2 3.2 2.4 3.6 1.7
=============================================================
</TABLE>

<PAGE>

EXHIBIT 23.1
------------

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Amendment No. 2 of
Registration Statement No. 333-78251 of Northrop Grumman Corporation on Form S-3
of our report dated March 22, 1999, appearing in the Annual Report on Form 10-K
of Northrop Grumman Corporation for the year ended December 31, 1998, and to the
reference to us under the heading "Experts" in such Registration Statement.

DELOITTE & TOUCHE LLP
Los Angeles, California

August 6, 1999