SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                   FORM 11-K

                ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934




[X]  Annual report pursuant to Section 15(d) of the Securities Exchange Act
     of 1934 (No fee required)

     For the fiscal years ended December 31, 2001 and 2000


                                       OR


[ ]  Transition report pursuant to Section 15(d) of the Securities Exchange Act
     of 1934 (No fee required)

     For the transition period from __________ to ____________


                         Commission file number 333-03959


      A.  Full title of the plan and the address of the plan, if different from
that of the issuer named below:

              NORTHROP GRUMMAN ELECTRONIC SENSORS & SYSTEMS SECTOR
             UNION REPRESENTED EMPLOYEES SAVINGS AND INVESTMENT PLAN


      B.  Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive office:

                          NORTHROP GRUMMAN CORPORATION
                             1840 Century Park East
                          Los Angeles, California 90067
























                                   SIGNATURES




         Pursuant to the requirements of the Securities and Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.



                        NORTHROP GRUMMAN ELECTRONIC SENSORS & SYSTEMS SECTOR
                        UNION REPRESENTED EMPLOYEES SAVINGS AND INVESTMENT PLAN




Dated: June 28, 2002    /s/ Gary W. McKenzie
                        _____________________________________
                        By   Gary W. McKenzie
                             Vice President-Tax
































NORTHROP GRUMMAN ELECTRONIC SENSORS & SYSTEMS SECTOR
UNION REPRESENTED EMPLOYEES SAVINGS AND INVESTMENT PLAN


TABLE OF CONTENTS
--------------------------------------------------------------------------------

                                                                            Page

INDEPENDENT AUDITORS' REPORT                                                 1

FINANCIAL STATEMENTS:

   Statements of Net Assets Available for Plan Benefits
     as of December 31, 2001 and 2000                                        2

   Statement of Changes in Net Assets Available for Plan Benefits
     for the Year Ended December 31, 2001                                    3

   Notes to Financial Statements                                            4-10

SUPPLEMENTAL SCHEDULE -

   Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
     at December 31, 2001                                                   11










INDEPENDENT AUDITORS' REPORT

To the Administrative Committee of the Northrop Grumman Electronic Sensors &
  Systems Sector Union Represented Employees Savings and Investment Plan:

We have audited the accompanying statements of net assets available for plan
benefits of the Northrop Grumman Electronic Sensors & Systems Sector Union
Represented Employees Savings and Investment Plan (the "Plan") as of December
31, 2001 and 2000, and the related statement of changes in net assets available
for plan benefits for the year ended December 31, 2001. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits as of December
31, 2001 and 2000, and the changes in net assets available for plan benefits for
the year ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) at December 31, 2001 is presented for the purpose of additional
analysis and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This schedule is the responsibility of the Plan's
management. Such schedule has been subjected to the auditing procedures applied
in the audit of the basic 2001 financial statements and, in our opinion, is
fairly stated in all material respects when considered in relation to the basic
financial statements taken as a whole.



/s/ Deloitte & Touche LLP
-------------------------

Los Angeles, California
June 24, 2002





NORTHROP GRUMMAN ELECTRONIC SENSORS & SYSTEMS SECTOR
UNION REPRESENTED EMPLOYEES SAVINGS AND INVESTMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF
DECEMBER 31, 2001 AND 2000
--------------------------------------------------------------------------------


                                               2001             2000

ASSETS:
  Investments (Notes B, C, D, and E)       $115,594,673     $115,100,177
  Receivables:
    Employer contribution                        41,398           87,866
    Participant contributions                   168,388          274,119
    Accrued investment income                     3,200            4,129
                                           ------------     ------------

           Total assets                     115,807,659      115,466,291

LIABILITIES -
  Accrued administrative expenses                19,640           10,425
                                           ------------     ------------

NET ASSETS AVAILABLE FOR PLAN BENEFITS     $115,788,019     $115,455,866
                                           ============     ============


See notes to financial statements.




























                                      - 2 -



NORTHROP GRUMMAN ELECTRONIC SENSORS & SYSTEMS SECTOR
UNION REPRESENTED EMPLOYEES SAVINGS AND INVESTMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE
YEAR ENDED DECEMBER 31, 2001
--------------------------------------------------------------------------------


                                                                                 
INVESTMENT (LOSS) INCOME:
  Net depreciation in fair value of investments (Notes B and C)                     $  (6,923,303)
  Plan interest in Northrop Grumman Stable Value Master Trust investment income
     (Notes B, C, D, and E)                                                             4,378,997
  Dividends                                                                               318,687
  Interest and other income                                                                63,586
                                                                                    -------------

           Total investment loss                                                       (2,162,033)
                                                                                    -------------

CONTRIBUTIONS:
  Employer                                                                              2,415,554
  Participant                                                                           7,941,337
                                                                                    -------------

           Total contributions                                                         10,356,891
                                                                                    -------------
DEDUCTIONS:
  Benefits paid to participants (Note B)                                                7,789,580
  Administrative expenses                                                                  73,125
                                                                                    -------------

          Total deductions                                                              7,862,705
                                                                                    -------------

NET INCREASE                                                                              332,153

NET ASSETS AVAILABLE FOR PLAN BENEFITS:
  Beginning of year                                                                   115,455,866
                                                                                    -------------

  End of year                                                                       $ 115,788,019
                                                                                    =============



See notes to financial statements.




                                      - 3 -




NORTHROP GRUMMAN ELECTRONIC SENSORS & SYSTEMS SECTOR
UNION REPRESENTED EMPLOYEES SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS FOR THE
YEARS ENDED DECEMBER 31, 2001 AND 2000
--------------------------------------------------------------------------------

A.    DESCRIPTION OF THE PLAN

      The following description of the Northrop Grumman Electronic Sensors &
      Systems Sector Union Represented Employees Savings and Investment Plan
      (the "Plan") provides only general information. Participants should refer
      to the Plan document for a more complete description of the Plan's
      provisions.

      General - The Plan is a qualified profit-sharing and employee stock
      ownership plan sponsored by the Electronic Systems Sector of Northrop
      Grumman Corporation (the "Company"). The Plan covers all union represented
      employees who are citizens of the United States of America or resident
      aliens and are not covered by another plan. It is subject to the
      provisions of the Employee Retirement Income Security Act of 1974, as
      amended ("ERISA").

      The Plan, formerly named Northrop Grumman Electronic Sensors & Systems
      Sector Savings and Investment Plan (the "ESSS Plan"), was established by
      the Company as a successor to the Westinghouse Savings Program (the
      "Westinghouse Plan"), maintained by Westinghouse Electric Corporation
      ("Westinghouse") for the benefit of employees who were employed by the
      Westinghouse Electronic Systems Group as of February 29, 1996 and became
      employees of the Company as of March 1, 1996, and any other subsequent
      eligible employees of the Company.

      The ESSS Plan included assets for both the union-represented and
      non-represented participants through March 31, 2000. On April 1, 2000, the
      ESSS Plan's name was changed to the Northrop Grumman Electronic Sensors
      & Systems Sector Union Represented Employees Savings and Investment
      Plan, and the Plan documents were amended accordingly. Assets related to
      non-represented participant accounts were transferred to another plan
      sponsored by the Company.

      Contributions - Plan participants may contribute between 2 and 20 percent
      of eligible compensation, in increments of 1 percent, on an after-tax
      basis, a pre-tax basis, or a combination thereof. As of the end of each
      month, for each dollar a participant contributes, the Company makes a
      matching contribution of $0.50, subject to a maximum Company matching
      contribution of 3 percent of eligible compensation for that month.

      A participant, other than a terminated participant, who has received a
      rollover distribution from a qualified defined contribution plan or a
      distribution from an Individual Retirement Account, may elect to roll over
      not more than the cash value of the distribution, less any amount
      attributable to the participant's after-tax contributions, to his or her
      Standard Account within 60 days of receipt of such distribution. The
      participant may elect to invest any amount rolled over or transferred to
      the Plan in any of the investment options available in increments of 1
      percent.

                                      - 4 -

      Participant Accounts - A separate account is maintained for each
      participant. Each separate account has three subaccounts. After-tax
      contributions are allocated to the participant's Standard Account, and
      pre-tax contributions are allocated to the participant's Tax-Deferred
      Account. Company matching contributions are allocated to the participant's
      Company Matching Contribution Account. Assets of the trust are valued
      daily and take into account earnings and losses of the trust along with
      appreciation or depreciation, expenses, and distributions.

      Vesting - Plan participants are 100 percent vested in, and have a
      nonforfeitable right to, the balance of their Standard and Tax-Deferred
      Accounts at all times. Plan participants as of March 1, 1996 who had a 100
      percent vested interest in their accounts under the Westinghouse Plan as
      of February 29, 1996 were 100 percent vested in their Company Matching
      Contribution Accounts as of March 1, 1996. All other Plan participants who
      were not fully vested as of March 1, 1996 in their Company Matching
      Contribution Accounts were not vested in any portion of their Company
      Matching Contribution Accounts until they had accrued five years of
      service, at which time they became 100 percent vested in and had a
      nonforfeitable right to their Company Matching Contribution Accounts.
      Company Matching Contribution Accounts become 100 percent vested upon
      retirement or death.

      Investment Options - Upon enrollment in the Plan, each participant may
      direct that his or her accounts, in 1 percent increments, be invested in
      any of the following 11 investment funds:

         Janus Fund - The Janus Fund invests in the equity securities of large,
         well-established companies located in both the United States and
         abroad, with an objective of growth of capital.

         Fidelity Growth & Income Portfolio Fund - The Fidelity Growth & Income
         Portfolio Fund invests in a combination of common stock, preferred
         stock, and both foreign and domestic bonds. Its objectives are
         long-term capital growth, current income, and growth of income.

         American Century Ultra Investors Fund - The American Century Ultra
         Investors Fund invests in small to medium sized companies, with the
         objective of achieving capital growth over the long term.

         JPM Institutional Diversified Fund - The JPM Institutional Diversified
         Fund invests in equity securities of international and domestic
         companies, both large and small. It will also include a smaller
         allocation of bonds, including high-grade corporate issues,
         mortgage-related securities, U.S. government and agency instruments,
         and private placements.

         JPM Institutional International Equity Fund - The JPM Institutional
         International Equity Fund invests in equity securities of companies
         located in foreign, developed countries, with the objective of
         long-term capital growth.

         Investment Lifecycle Short Range Fund - The Investment Lifecycle Short
         Range Fund invests in a majority of bonds with smaller allocations of
         cash investments and stocks, with the objective of providing current
         income and some growth potential.

         Investment Lifecycle Mid Range Fund - The Investment Lifecycle Mid
         Range Fund invests in an asset mix consisting of stocks, bonds, and
         cash investments, with the objective of providing current income and
         growth potential over the long term.

         Investment Lifecycle Long Range Fund - The Investment Lifecycle Long
         Range Fund invests in an asset mix consisting of a majority of stocks
         with smaller allocations of bonds and cash investments, with the
         objective of providing high total return in the form of growth and
         income.
                                      - 5 -


         Investment Large Cap Equity (Equity 500) Index Fund - The Investment
         Large Cap Equity (Equity 500) Index Fund invests in a well-diversified
         portfolio of stocks, as defined by an established market index. The
         objective of this fund is to provide the price and yield performance of
         the S&P 500.

         Northrop Grumman Stable Value Master Trust - The Northrop Grumman
         Stable Value Master Trust (the "Master Trust"; see Note D) is
         diversified among U.S. government securities and obligations of
         government agencies, bonds, short-term investments, cash, and contracts
         issued by insurance companies and banks. The Master Trust is managed by
         an independent professional investment manager appointed by the Plan's
         Investment Committee.

         Northrop Grumman Fund - The Northrop Grumman Fund invests exclusively
         in Northrop Grumman Corporation common stock.

      The Viacom Incorporated Common Stock Fund was transferred from the
      Westinghouse Plan. This fund was frozen, and no employee contributions
      have been allowed since the transfer.

      Participant Notes Receivable - Participants may borrow from their Plan
      accounts a minimum of $1,000, in $100 increments, equal to the lesser of
      $50,000, reduced by the highest outstanding loan balance during the
      preceding 12 months, or 50 percent of their account balance. A participant
      may not have more than two outstanding loans at any given time. Loan
      transfers are treated as a transfer to (from) the investment fund from
      (to) the loan fund. Loans may be prorated across all investment funds or
      directed against specific funds based on the participant's request. Loans
      are secured by the balance in the participant's account and bear interest
      determined at the Plan trustee's prime interest rate on the close of
      business on the last business day of the preceding calendar month plus 1
      percent. Repayments are made from payroll deductions over a period of 12
      to 60 months.

      Payment of Benefits - On termination of service due to retirement, a
      participant may elect to receive a lump-sum amount equal to the value of
      the participant's vested interest in his or her account, or monthly or
      annual installments, the amount of which is determined by the participant
      at retirement. A retired participant may cancel or change such election at
      any time, and may also elect a partial distribution. For termination of
      service due to other reasons, a participant may receive the value of the
      vested interest in his or her account as a lump-sum amount, or leave his
      or her vested account in the Plan if he or she has not yet reached normal
      retirement age; however, amounts must be withdrawn in a lump sum by the
      terminated participant's normal retirement age.

      Death benefits for active participants are to be paid to the designated
      beneficiary in a lump sum, or, if the designated beneficiary is also the
      surviving spouse, he or she may elect to leave the vested balance in the
      Plan and be treated as the retired participant. Death benefits for
      terminated employees are paid in a lump sum to the designated beneficiary.

      Withdrawals - A vested participant is permitted to make a withdrawal for
      any reason from his or her Standard or Matching Account. A vested
      participant is permitted to make a withdrawal for any reason from his or
      her Tax-Deferred Account upon the attainment of age 59-1/2, or prior to
      the attainment of age 59-1/2 in the case of hardship (as described in the
      Plan document). A nonvested participant is permitted to make a withdrawal
      for any reason from the portion of his or her Standard Account, which


                                      - 6 -


      represents contributions that were not matched by contributions in the
      Matching Account. A nonvested participant is permitted to make a
      withdrawal from that portion of his or her Standard Account, which
      represents contributions that were matched by contributions in the
      Matching Account only in the case of hardship. A nonvested participant is
      permitted to make a withdrawal from his or her Tax-Deferred Account in the
      case of hardship. A nonvested participant is not permitted to make a
      withdrawal from the Matching Account.

B.    SUMMARY OF ACCOUNTING POLICIES

      Basis of Accounting - The accompanying financial statements have been
      prepared in accordance with accounting principles generally accepted in
      the United States of America.

      Use of Estimates - The preparation of financial statements in conformity
      with accounting principles generally accepted in the United States of
      America requires management to make estimates and assumptions that affect
      the reported amounts of assets, liabilities, and changes therein, and
      disclosure of contingent assets and liabilities. Actual results could
      differ from those estimates.

      Risk and Uncertainties - The Plan invests in various securities including
      U.S. Government securities, corporate debt instruments, and corporate
      stocks. Investment securities, in general, are normally exposed to various
      risks, such as interest rate, credit, and overall market volatility. Due
      to the ongoing level of risk associated with investment securities,
      changes in the values of investment securities may occur in the near term
      which could materially affect the amounts reported in the statements of
      net assets available for plan benefits.

      Investment Valuation and Income Recognition - In the accompanying
      statement of net assets available for plan benefits as of December 31,
      2001, the Plan's investments are stated at fair value, except for the
      investments in insurance and investment contracts included in the Master
      Trust, which are stated at contract value (see Note E). Quoted market
      prices are used to determine the fair value of the investments. Notes
      receivable from participants are valued at cost, which approximates fair
      value.

      Purchases and sales of securities are recorded on a trade-date basis.
      Interest income is recorded on the accrual basis. Dividends are recorded
      on the ex-dividend date.

      Broker commissions, transfer taxes, and other charges and expenses
      incurred in connection with the purchase, sale, or other disposition of
      securities or other investments held by the Plan are added to the cost of
      the securities or other investments or are deducted from the proceeds of
      the sale or other disposition thereof, as appropriate. Taxes (if any) on
      the assets of the funds, or on any gain resulting from the sale or other
      disposition of such assets, or on the earnings of the funds, are
      apportioned in such a manner as the Trustee deems equitable among the
      participants and former participants (if any) whose interests in the Plan
      are affected, and the share of such taxes apportioned to each person is
      charged against his or her account in the Plan.

      Payment of Benefits - Benefits are recorded when paid.

                                      - 7 -


C.    INVESTMENTS

      The following presents investments that represent 5 percent or more of the
      Plan's net assets, as of December 31:


                                                                      2001            2000
                                                                            
         Janus Fund, 346,591 and 367,005 shares, respectively     $ 8,526,129     $12,217,590

         Fidelity Growth & Income Portfolio Fund, 158,262 and
           159,259 shares, respectively                             5,915,835       6,704,821

         American Century Ultra Investor Fund, 212,274 and
           218,734 shares, respectively                             5,867,259       7,080,407

         Viacom Incorporated common stock, 194,621 and
           216,547 shares, respectively                             8,592,517      10,123,572

         Plan Interest in the Northrop Grumman Stable Value
           Master Trust                                            72,755,435      64,809,405


      During 2001, the Plan's investments, including gains and losses on
      investments bought and sold, as well as held during the year, appreciated
      (depreciated) in value as follows:

                                                                               
         Mutual funds                                                             $(6,615,477)
         Common stock                                                                (307,826)
                                                                                  -----------

         Net depreciation in fair value of investments                             (6,923,303)
         Plan interest in Northrop Grumman Stable Value Master Trust
          investment income                                                         4,378,997
                                                                                  -----------

         Net depreciation                                                         $(2,544,306)
                                                                                  ===========


D.    INTEREST IN NORTHROP GRUMMAN STABLE VALUE MASTER TRUST

      A portion of the Plan's investments are in the Master Trust which was
      established for the investment of assets of the Plan and two other
      Northrop Grumman Corporation sponsored savings plans. Each participating
      savings plan has an undivided interest in the Master Trust. The assets of
      the Master Trust are held by Primco Capital Management. At December 31,
      2001 and 2000, the Plan's interests in the net assets of the Master Trust
      were approximately 5 percent. Investment income and administrative
      expenses relating to the Master Trust are allocated among the
      participating plans based upon average monthly balances invested by each
      plan.

                                      - 8 -


      Investments held in the Master Trust are as follows as of December 31:


                                                                 2001                  2000
                                                                            
         Guaranteed and Synthetic Investment Contracts
          (at contract value)                               $1,330,767,000        $1,275,250,000
         Northrop Retirement Savings Temporary
          Investment Fund                                       44,101,000            14,627,000
                                                            --------------        --------------
         Total                                              $1,374,868,000        $1,289,877,000
                                                            ==============        ==============

      Investment income of the Master Trust was $84,965,000 for the year ended
      December 31, 2001.

E.    INVESTMENT CONTRACTS WITH INSURANCE COMPANIES

      All investment contracts held by the Master Trust are considered to be
      fully benefit-responsive and are therefore recorded at contract value.
      Contract value represents contributions made under the contract, plus
      interest at the contract rate, less withdrawals and administrative
      expenses.

      The Master Trust holds wrapper contracts in order to manage the market
      risk and return of certain securities held by the Master Trust. The
      wrapper contracts generally modify the investment characteristics of
      certain underlying securities similar to those of guaranteed investment
      contracts. Each wrapper contract and its related underlying assets are
      referred to as a Synthetic Investment Contract ("SIC") and is recorded at
      contract value. The SICs held by the Master Trust had a contract value
      totaling $1,286,790,000 and $1,264,054,000 at December 31, 2001 and 2000,
      respectively. The fair value of the underlying assets related to the
      wrapper contracts totaled $1,334,137,000 and $1,292,226,000 as of December
      31, 2001 and 2000, respectively.

      The fair value of the non-synthetic guaranteed investment contracts
      totaled $45,671,000 and $10,987,000 at December 31, 2001 and 2000,
      respectively.

      The following information is disclosed for the investment contracts within
      the Master Trust as of December 31:


                                                                               2001         2000
                                                                                  
         Average yield of assets on December 31                                6.30 %       6.64 %
         Average crediting interest rate of assets at December 31              6.30 %       6.64 %
         Average duration                                                  3.32 years   3.20 years

F.    TRANSACTIONS WITH PARTIES IN INTEREST

      Certain Plan investments represent short-term investments managed by State
      Street. State Street is the trustee as defined by the Plan, and therefore,
      these transactions qualify as party-in-interest transactions. Fees paid by
      the Plan for the investment management services amounted to $34,461 for
      the year ended December 31, 2001. In Plan management's opinion, fees paid
      during the year for services rendered by parties-in-interest were based
      upon customary and reasonable rates for such services.

                                      - 9 -


G.    PLAN TERMINATION

      Although it has not expressed any intent to do so, the Company has the
      right under the Plan to discontinue its contributions at any time and to
      terminate the Plan subject to the provisions of ERISA. In the event of the
      Plan's termination, participants will become 100 percent vested in their
      accounts.

H.    FEDERAL INCOME TAX STATUS

      The Internal Revenue Service has determined and informed the Company by
      letter dated December 15, 2000 that the Plan, as amended, and related
      trust are designed in accordance with applicable sections of the Internal
      Revenue Code (the "IRC"). The Plan administrator and the Plan's counsel
      believe that the Plan is currently being operated in compliance with the
      applicable requirements of the IRC.

I.    RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

      The following is a reconciliation of net assets available for Plan
      benefits per the financial statements to the Form 5500 as of December 31,
      2001:


                                                                                    
         Net assets available for Plan benefits for the financial statements           $115,788,019
         Less:  Amounts allocated to withdrawing participants                               (41,529)
                                                                                       ------------

         Net assets available for Plan benefits per the Form 5500                      $115,746,490
                                                                                       ============

      The following is a reconciliation of benefits paid to participants per the
      financial statements to the Form 5500 for the year ended December 31,
      2001:

                                                                                    
         Benefits paid to participants per the financial statements                    $  7,789,580
         Add:  Amounts allocated to withdrawing participants at December 31, 2001            41,529
         Less:  Amounts allocated to withdrawing participants at December 31, 2000             -
                                                                                       ------------

         Benefits paid to participants per the Form 5500                               $  7,831,109
                                                                                       ============

      Amounts allocated to withdrawing participants are recorded on the Form
      5500 for benefit claims that have been processed and approved for payment
      prior to December 31 but not yet paid as of that date.

                                     - 10 -


NORTHROP GRUMMAN ELECTRONIC SENSORS & SYSTEMS SECTOR
UNION REPRESENTED EMPLOYEES SAVINGS AND INVESTMENT PLAN

SCHEDULE H, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2001
--------------------------------------------------------------------------------


                                                      Description of Investment, Including
          Identity of Issue, Borrower,                  Maturity Date, Rate of Interest,                              Current
            Lessor or Similar Party                     Collateral, Par or Maturity Value                              Value
                                                                                                             
  *    Northrop Grumman Stable Value      47,597,649 Shares of participation in Northrop Grumman Stable
         Master Trust                       Value Master Trust                                                     $ 72,755,435

       Viacom Corp.                       194,621 Shares of participation in the Common Stock                         8,592,517

       Janus Fund                         346,591 Shares of participation in the Income Fund                          8,526,129

       Fidelity                           158,262 Shares of Participation in the Growth & Income Fund                 5,915,835

       American Century Mutual Funds      212,274 Shares of Participation in the Ultra Investors Fund                 5,867,259

       Bankers Trust                      39,859 Shares of Participation in the Large Cap Equity Index Fund           5,152,986

  *    Northrop Grumman                   4,402,842 Shares of Participation in the Loan Fund                          4,402,842

  *    State Street                       9,368 Shares of Participation in the Cash/STIF Accounts                       936,752

  *    Northrop Grumman                   9,251 Shares of Participation in the Corporate Stock                          932,593

       Bankers Trust                      71,325 Shares of Participation in the Lifecycle Long Range Fund               756,754

       JPM                                48,313 Shares of Participation in the Institutional Diversified Fund          608,634

       JPM                                60,529 Shares of Participation in the Institutional International
                                            Equity Fund                                                                 515,098

       Bankers Trust                      46,252 Shares of Participation in the Lifecycle Mid Range Fund                451,937

       Bankers Trust                      17,901 Shares of Participation in the Lifecycle Short Range Fund              179,902
                                                                                                                   ------------
                                                                                                                   $115,594,673
                                                                                                                   ============

*  Party-in-interest





                                     - 11 -


                                                                       Exhibit 1
                                                                       ---------









INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in Registration Statement (No.
333-03959) of Northrop Grumman Corporation on Form S-8 of our report dated June
24, 2002, appearing in this annual report on Form 11-K of the Northrop Grumman
Electronic Sensors & Systems Sector Union Represented Employees Savings and
Investment Plan for the year ended December 31, 2001.



/s/ Deloitte & Touche LLP
--------------------------

Los Angeles, California
June 24, 2002