SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 11-K

(Mark One)
      [X]   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
            ACT OF 1934

            For the fiscal year ended December 31, 2003

                                       OR

      [_]   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

            For the transition period from __________ to __________

                         Commission file number: 1-12385

      A.    Full title of the plan and 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 25, 2003                     /s/ J. Michael Hateley
                                          ----------------------
                                          By: J. Michael Hateley
                                              Chairman, Administrative Committee


Northrop Grumman Electronic
Sensors & Systems Sector
Union Represented Employees
Savings and Investment Plan

Financial Statements as of December 31, 2003 and
2002 and for the Year Ended December 31, 2003,
Supplemental Schedule and Report of Independent
Registered Public Accounting Firm



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

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



                                                                                             Page(s)
                                                                                              
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                                          1

FINANCIAL STATEMENTS:

   Statements of Net Assets Available for Plan Benefits as of December 31, 2003 and 2002         2

   Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended
     December 31, 2003                                                                           3

   Notes to Financial Statements                                                               4-10

SUPPLEMENTAL SCHEDULE:

   Form 5500, Schedule H, Part IV, Line 4i
   Schedule of Assets (Held at End of Year) as of December 31, 2003                             11




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying statements of net assets available for benefits
of the Northrop Grumman Electronic Sensors & Systems Sector Union Represented
Employees Savings and Investment Plan (the "Plan") as of December 31, 2003 and
2002, and the related statement of changes in net assets available for benefits
for the year ended December 31, 2003. 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 the standards of the Public Company
Accounting Oversight Board (United States). 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 also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements, 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, 2003 and 2002 and the changes in net assets available for plan benefits for
the year ended December 31, 2003, 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, 2003 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 2003 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 25, 2004


                                       1


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, 2003 AND 2002
--------------------------------------------------------------------------------



                                                                     2003           2002
                                                                          
ASSETS:
    Investments (Notes B, C, D and E)
       Plan interest in the Northrop Grumman Stable Value Fund   $ 85,980,154   $ 81,214,242
       Investments                                                 43,462,208     34,093,342
                                                                 ------------   ------------
                  Total investments                               129,442,362    115,307,584
                                                                 ------------   ------------

    Receivables:
      Employer contributions                                           50,542         45,613
      Participant contributions                                       160,613        184,735
      Accrued investment income                                        15,846        128,515
                                                                 ------------   ------------
                           Total receivables                          227,001        358,863
                                                                 ------------   ------------
                           Total assets                           129,669,363    115,666,447

LIABILITIES:
    Accrued administrative expenses                                    68,388         39,783
                                                                 ------------   ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS                           $129,600,975   $115,626,664
                                                                 ============   ============


See accompanying 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, 2003
--------------------------------------------------------------------------------


                                                                          
INVESTMENT INCOME:
     Net appreciation in fair value of investments (Notes B and C)           $  7,139,968
     Plan interest in Northrop Grumman Stable Value Fund investment income
       (Notes B, C, D and E)                                                    3,882,395
     Dividends                                                                    290,492
     Interest and other income                                                     76,691
                                                                             ------------
         Total investment income                                               11,389,546
                                                                             ------------

CONTRIBUTIONS:
     Employer                                                                   2,626,689
     Participant                                                                8,480,678
                                                                             ------------
         Total contributions                                                   11,107,367
                                                                             ------------

DEDUCTIONS:
     Benefits paid to participants (Note B)                                     8,478,659
     Administrative expenses                                                       43,943
                                                                             ------------
         Total deductions                                                       8,522,602
                                                                             ------------

NET INCREASE                                                                   13,974,311

NET ASSETS AVAILABLE FOR PLAN BENEFITS:
     Beginning of year                                                        115,626,664
                                                                             ------------
     End of year                                                             $129,600,975
                                                                             ============


See accompanying 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, 2003 AND 2002
--------------------------------------------------------------------------------

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 Electronic
      Systems Sector union represented employees of the Company 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% of
      eligible compensation as defined in the Plan, in increments of 1%, on an
      after-tax basis, a pre-tax basis, or a combination thereof, subject to
      limitations set forth by the Internal Revenue Code of 1986, as amended
      (the "1986 Code"). Each pay period, or weekly, for each dollar a
      participant contributes, the Company makes a matching contribution of
      $0.50, subject to a maximum Company matching contribution of 3% of
      eligible compensation for that pay period.

      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
      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%.


                                       4


      Participant Accounts -- A separate account is maintained for each
      participant. 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% vested in, and have a
      non-forfeitable right to, the balance of their accounts at all times. Plan
      participants as of March 1, 1996 who had a 100% vested interest in their
      accounts under the Westinghouse Plan as of February 29, 1996 were 100%
      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% vested in
      and had a non-forfeitable right to their Company Matching Contribution
      Accounts. Company Matching Contribution Accounts become 100% vested upon
      retirement or death.

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

         Janus Income 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 20th Century Ultra Fund -- The American 20th Century Ultra
         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.


                                       5


         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.

         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.

         Stable Value Fund -- The Plan holds an interest in the Northrop Grumman
         Stable Value Fund (the "Stable Value Fund"; see Note D). Investments of
         the Stable Value Fund are 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 Stable
         Value Fund is managed by an independent professional investment manager
         appointed by the Plan's Investment Committee.

         Northrop Grumman Fund -- The Northrop Grumman Fund invests primarily
         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 Loans -- 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% 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
      are prorated across all investment funds. 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%. 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 at age 70 1/2.

      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.


                                       6


      Withdrawals -- A vested participant is permitted to make a withdrawal of
      his or her (i) after-tax contributions and Company matching contributions
      for any reason and (ii) rollover contributions for any reason but only
      upon the attainment of age 59-1/2 or, if prior to the attainment of age
      59-1/2, in the case of hardship (as described in the Plan document). A
      non-vested participant is permitted to make a withdrawal of his or her (i)
      after-tax contributions that were not matched by the Company for any
      reason and (ii) after-tax contributions that were matched by the Company
      only in the case of hardship. A non-vested participant is permitted to
      make a withdrawal from his or her pre-tax contributions in the case of
      hardship. A non-vested participant is not permitted to make a withdrawal
      of Company matching contributions.

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
      statements of net assets available for plan benefits, the Plan's
      investments are stated at fair value as determined by State Street Bank
      and Trust Company ("State Street" or the Trustee"), except for the
      investment contracts with insurance companies included in the Stable Value
      Fund, which are stated at contract value (see Note E). Quoted market
      prices are used to determine the fair value of the investments. Loans
      receivable from participants are valued at cost, which approximates fair
      value.

      Securities are valued at their market values based on information and
      financial publications of general circulation, statistical and valuation
      services, records of security exchanges, appraisals by qualified persons,
      transactions and bona fide offers in assets of the type in question and
      other information customarily used in the valuation of assets or if market
      values are not available, at their fair values as provided to the Trustee
      by the party with authority to trade such securities (investment managers,
      the Investment Committee, or, in the case of participant directed
      brokerage accounts, the participant's broker, as applicable). The Trustee
      relies on the prices provided by pricing sources or the investment
      managers, Investment Committee or participant's broker as a certification
      as to value in performing any valuations or calculations required of the
      Trustee.

      All securities and cash or cash equivalents are quoted in the local
      currency and then converted into US dollars using the appropriate exchange
      rate obtained by the Trustee. Purchases and sales of securities


                                       7


      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 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.

C.    INVESTMENTS

      The following presents investments that represent 5% or more of the Plan's
      net assets, other than the Plan's investment in the Stable Value Fund, as
      of December 31:



                                                              2003                2002
                                                                       
          Janus Income Fund                              $   8,079,597       $   6,262,758
          Viacom Inc. common stock                       $   6,708,880       $   6,386,807
          Fidelity Growth & Income Portfolio Fund        $   6,688,261
          American 20th Century Ultra Fund               $   6,055,109
          Scudder Institutional Equity Index             $   5,849,673


      During 2003, the Plan's investments (including gains and losses on
      investments bought and sold, as well as held during the year), other than
      the Plan's investment in the Stable Value Fund, appreciated in value as
      follows:

          Mutual funds                                           $5,735,956

          Common stock                                            1,404,012
                                                                 ----------

          Net appreciation in fair value of investments          $7,139,968
                                                                 ==========

D.    INTEREST IN NORTHROP GRUMMAN STABLE VALUE FUND

      A portion of the Plan's investments includes amounts in the Stable Value
      Fund, 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 Stable Value
      Fund. At December 31, 2003 and 2002, the Plan's interests in the net
      assets of the Stable Value Fund were 4.0% and 4.6%, respectively.
      Investment income and administrative expenses relating to the Stable Value
      Fund are allocated among the participating plans on a daily basis.


                                       8


      Investments held in the Stable Value Fund are as follows as of
      December 31:



                                                                                   2003             2002
                                                                                         
          Guaranteed and Synthetic Investment Contracts (at contract value)   $1,757,340,661   $1,690,110,231
          Merrill Lynch Retirement Preservation Trust                            353,175,048               --
          Cash and cash equivalents                                                7,241,405       49,488,133
                                                                              --------------   --------------
          Total                                                               $2,117,757,114   $1,739,598,364
                                                                              ==============   ==============


      Investment income of the Stable Value Fund was $85,849,902 for the year
      ended December 31, 2003.

      The Plan has an arrangement with the investment manager of the Stable
      Value Fund whereby the investment manager has the ability to borrow
      amounts from third parties to satisfy liquidity needs of the Stable Value
      Fund, if necessary. As of December 31, 2003, no borrowings under this
      arrangement were outstanding.

      As of December 31, 2003, Stable Value Fund assets of $695,984,508 were on
      loan to third party borrowers under security lending agreements. Such
      assets could be subject to sale restrictions in the event security lending
      agreements are terminated and the securities have not been returned to the
      Plan.

E.    INVESTMENT CONTRACTS WITH INSURANCE COMPANIES

      All investment contracts held by the Stable Value Fund 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 Stable Value Fund holds wrapper contracts in order to manage the
      market risk and return of certain securities held by the Stable Value
      Fund. 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 Stable
      Value Fund had a contract value totaling $1,753,314,248 and $1,646,981,826
      at December 31, 2003 and 2002, respectively. The fair value of the
      underlying assets related to the wrapper contracts totaled $1,834,125,347
      and $1,746,621,817 as of December 31, 2003 and 2002, respectively.

      The fair value of the non-synthetic guaranteed investment contracts
      totaled $4,027,108 and $43,495,206 at December 31, 2003 and 2002,
      respectively.

      The following information is disclosed for the investment contracts within
      the Stable Value Fund as of December 31:



                                                                       2003         2002

                                                                            
          Average yield of assets on December 31                       4.68%        5.53%
          Average crediting interest rate of assets at December 31     4.68%        5.53%
          Average duration                                           3.16 years   2.58 years



                                       9


F.    PARTY-IN-INTEREST TRANSACTIONS

      Certain Plan investments represent short-term investments managed by State
      Street and, therefore, qualify as party-in-interest transactions. No fees
      were paid by the Plan to State Street for investment management services
      for the years ended December 31, 2003 and 2002, respectively.

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% vested in their
      accounts.

H.    FEDERAL INCOME TAX STATUS

      The plan obtained its latest determination letter dated November 6, 2002
      in which the Internal Revenue Service determined that the Plan terms at
      the time of the determination letter application were in compliance with
      applicable sections of the 1986 Code and, therefore, the related trust is
      exempt from taxation. The Plan has been amended since receiving the
      determination letter. Although the amendments have not yet been filed for
      a favorable determination letter, management will make any changes
      necessary to maintain the Plans qualified status. However, management
      believes that the Plan and related trust are currently designed and
      operated in compliance with the applicable requirements of the 1986 Code.
      Therefore, no provision for income taxes has been included in the Plan's
      financial statements.

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:



                                                                        2003             2002
                                                                              
       Net assets available for plan benefits, per the financial
         statements                                                $ 129,600,975    $ 115,626,664

       Less:  Amounts allocated to withdrawing participants              (43,515)        (382,731)
                                                                   -------------    -------------

       Net assets per the Form 5500                                $ 129,557,460    $ 115,243,933
                                                                   =============    =============


      The following is a reconciliation of benefits paid to participants per the
      financial statements to the Form 5500 for the year ended December 31,
      2003:


                                                                                
       Benefits paid to participants per the financial statements                  $ 8,478,659
       Add:  Amounts allocated to withdrawing participants at December 31, 2003         43,515
       Less:  Amounts allocated to withdrawing participants at December 31, 2002      (382,731)
                                                                                   -----------

       Benefits paid to participants per the Form 5500                             $ 8,139,443
                                                                                   ===========


      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

FORM 5500 SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2003
--------------------------------------------------------------------------------



                                        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 Fund                    Participation in Northrop Grumman Stable Value Fund                $ 85,980,154

    Viacom Inc.                     151,169 Shares of Common Stock                                        6,708,880

    Janus                           344,252 Shares of Participation in the Income Fund                    8,079,597

    Fidelity                        187,714 Shares of Participation in the Growth & Income                6,688,261
                                    Portfolio Funds

    American                        227,209 Shares of Participation in the 20th Century Ultra Fund        6,055,109

*   Northrop Grumman                4,600,704 Shares of Participation in the Loan Fund                    4,352,273

*   State Street                    610,323 Shares of Participation in the Cash/STIF Accounts               610,323

*   Northrop Grumman                17,061 Shares of Corporate Stock                                      1,631,031

    Scudder Institutional Funds     46,823 Shares of Participation in the Equity Index 500                5,849,673

    JPM                             66,013 Shares of Participation in the Institutional                     844,966
                                    Diversified Fund

    JPM                             85,160 Shares of Participation in the Institutional                     801,356
                                    International Equity Fund

    Scudder Advisor                 88,928 Shares of Participation in the Lifecycle Long Range Fund         914,187

    Scudder Advisor                 66,126 Shares of Participation in the Lifecycle Mid Range Fund          642,743

    Scudder Advisor                 27,934 Shares of Participation in the Lifecycle Short Range Fund        283,809
                                                                                                       ------------
                                                                                                       $129,442,362
                                                                                                       ============


* Party-in-interest


                                       11