EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 2 to the Registration Statement No. 333-40862 of the Northrop
Grumman Corporation on Form S-3 of our report dated January 26, 2000,
except for the discontinued operations footnote, as to which the date is
July 24, 2000 appearing in the Current Report on Form 8-K of Northrop
Grumman Corporation dated August 8, 2000, and to reference to us under the
heading "Experts" in the prospectus, which is part of this Registration
Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Los Angeles, California
November 13, 2000
