<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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): November 15, 2001

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

           Delaware                      1-16411                95-4840775
 (State or other jurisdiction    (Commission File Number)    (I.R.S. Employer
      of incorporation)                                     Identification No.)

            1840 Century Park East
            Los Angeles, California                               90067
    (Address of principal executive offices)                    (Zip Code)

       Registrant's telephone number, including area code: (310) 553-6262

<PAGE>

Item 5. Other Events

     Northrop Grumman Corporation is filing this Current Report on Form 8-K in
order to file with the Securities and Exchange Commission certain items that are
to be incorporated by reference into its Registration Statement on Form S-3
(File No. 333-71290).

Item 7. Financial Information, Pro Forma Financial Information and Exhibits

     (c)  Exhibits

     Exhibit                    Description of Exhibit
     -------                    ----------------------
     Number
     ------

     1.1         Underwriting Agreement dated November 15, 2001, and Terms
                 Agreements relating to the Registrant's Common Stock and Equity
                 Security Units, each dated November 15, 2001, among the
                 Registrant, J.P. Morgan Securities Inc. and Salomon Smith
                 Barney Inc., as representatives for the underwriters named
                 therein.

     4.1         Form of Indenture between the Registrant and JPMorgan Chase
                 Bank, as trustee (incorporated by reference to Form 8-A filed
                 by the Registrant on November 14, 2001).

     4.2         Form of Officer's Certificate describing the terms of the
                 Senior Notes which are a component of the Normal Units
                 (incorporated by reference to Form 8-A filed by the Registrant
                 on November 14, 2001).

     4.4         Form of Purchase Contract Agreement between the Registrant and
                 JPMorgan Chase Bank, as Purchase Contract Agent (incorporated
                 by reference to Form 8-A filed by the Registrant on November
                 14, 2001).

     4.5         Form of Pledge Agreement among the Registrant, The Bank of New
                 York, as Collateral Agent, Custodial Agent and Securities
                 Intermediary, and JPMorgan Chase Bank, as Purchase Contract
                 Agent (incorporated by reference to Form 8-A filed by the
                 Registrant on November 14, 2001).

     4.6         Form of Remarketing Agreement (incorporated by reference to
                 Form 8-A filed by the Registrant on November 14, 2001).

     8.1         Tax opinion of Sheppard, Mullin, Richter & Hampton LLP.

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                                   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.

                                      NORTHROP GRUMMAN CORPORATION
                                               (Registrant)

Date: November 15, 2001               By:  /s/ John H. Mullan
                                          ------------------------------------
                                           John H. Mullan, Corporate Vice
                                           President and Secretary

<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number                     Description

1.1       Underwriting Agreement dated November 15, 2001, and Terms Agreements
          relating to the Registrant's Common Stock and Equity Security Units,
          each dated November 15, 2001, among the Registrant, J.P. Morgan
          Securities Inc. and Salomon Smith Barney Inc., as representatives for
          the underwriters named therein.

8.1       Tax opinion of Sheppard, Mullin, Richter & Hampton LLP.

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