
<PAGE>

                                                                   EXHIBIT 99.2
                         NOTICE OF GUARANTEED DELIVERY

                                      for

                       Tender of Shares of Common Stock
          (Including the Associated Series A Participating Cumulative

                       Preferred Stock Purchase Rights)

                                      of

                        Newport News Shipbuilding Inc.

                                      to

                         Northrop Grumman Corporation
                   (Not to Be Used for Signature Guarantees)

   This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) if certificates
representing shares of common stock, par value $0.01 per share (the "Common
Stock"), including the associated Series A participating cumulative preferred
stock purchase rights (the "Rights" and, together with the Common Stock, the
"Newport News Shares"), of Newport News Shipbuilding Inc., a Delaware
corporation, ("Newport News") are not immediately available, if the procedure
for book-entry transfer cannot be completed prior to the Expiration Date (as
defined in "The Offer" in the Prospectus), or if time will not permit all
required documents to reach the Exchange Agent prior to the Expiration Date.
Such form may be delivered by hand, transmitted by facsimile transmission or
mailed to the Exchange Agent. See "The Offer--Procedure for Tendering" of the
Prospectus.

                 The Exchange Agent for the Exchange Offer is:

                         Mellon Investor Services LLC

<TABLE>
<S>                            <C>                            <C>
           By Mail:                By Overnight Delivery:           By Hand Delivery:

 Mellon Investor Services LLC   Mellon Investor Services LLC   Mellon Investor Services LLC
  Reorganization Department      Reorganization Department      Reorganization Department
        P.O. Box 3301                85 Challenger Road                120 Broadway
  South Hackensack, NJ 07606          Mail Stop--Reorg                  13th Floor
                                 Ridgefield Park, NJ 07660          New York, NY 10271

                                 By Facsimile Transmission:
                                 (for Eligible Institutions
                                           only)
                                    Fax: (201) 296-4860

                                   Confirm by Telephone:
                                       (201) 296-4293
</TABLE>

   Delivery of this Notice of Guaranteed Delivery to an address other than as
set forth above or transmission of instructions via facsimile number other
than as set forth above will not constitute a valid delivery.

   This form is not to be used to guarantee signatures. If a signature on a
Letter of Election and Transmittal is required to be guaranteed by an
"Eligible Institution" under the instructions thereto, such signature
guarantee must appear in the applicable space provided in the signature box on
the Letter of Election and Transmittal.
<PAGE>

Ladies and Gentlemen:

   The undersigned hereby tenders to Northrop Grumman Corporation, a Delaware
corporation, upon the terms and subject to the conditions set forth in Northrop
Grumman's Prospectus dated May 23, 2001 and the related Letter of Election and
Transmittal (which, together with any amendments or supplements thereto,
constitute the "Offer"), receipt of which is hereby acknowledged, the number of
shares set forth below of common stock, par value $0.01 per share (the "Common
Stock"), including the associated Series A participating cumulative preferred
stock purchase rights issued pursuant to the Newport News stockholder
protection rights agreement (the "Rights" and, together with the Common Stock,
the "Newport News Shares"), of Newport News Shipbuilding Inc., a Delaware
corporation, pursuant to the guaranteed delivery procedures set forth in "The
Offer--Procedure for Tendering" of the Prospectus.

 Number of Newport News Shares:          Name(s) of Record Holder(s):

 __________________________________      __________________________________


 [_] Check here if you are electing      __________________________________
     to receive cash for your                       Please Print
     Newport News Shares.

__________________________________


 [_] Check here if you are electing     Address(es): _____________________
     to receive Northrop Grumman
     Shares for your Number of          __________________________________
     Newport News Shares.               __________________________________
                                                                  Zip Code

                                        Area Code and Tel. No.:
__________________________________
                                        __________________________________
 [_] Check here if you are not
     making any election with
     respect to your Newport News
     Shares.

                                         __________________________________

                                         Signature(s): ____________________

 __________________________________      __________________________________

 Account Number:                         __________________________________

 __________________________________


 Certificate Nos. (if available):
 __________________________________

 Check box if Newport News Shares
 will be tendered by book-entry
 transfer: [_]

 Dated: ____________________ , 2001


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<PAGE>

                                   GUARANTEE
                   (Not to Be Used for Signature Guarantees)

    The undersigned, a participant in the Security Transfer Agents
 Medallion Program, guarantees to deliver to the Exchange Agent either
 certificates representing the Newport News Shares tendered hereby, in
 proper form for transfer, or confirmation of book-entry transfer of such
 Newport News Shares into the Exchange Agent's account at The Depository
 Trust Company, in each case with delivery of a properly completed and duly
 executed Letter of Election and Transmittal, with any required signature
 guarantees, or an Agent's Message (as defined in the Prospectus), and any
 other documents required by the Letter of Election and Transmittal, within
 three NYSE trading days (as defined in the Prospectus) after the date
 hereof.

    The Eligible Institution that completes this form must communicate the
 guarantee to the Exchange Agent and must deliver the Letter of Election
 and Transmittal and certificates for Newport News Shares to the Exchange
 Agent within the time period shown herein. Failure to do so could result
 in a financial loss to such Eligible Institution.


    Name of Firm: _________________      __________________________________
                                              Authorized Signature

    Address: ______________________      __________________________________
                                                  Please Print

    ______________________________       __________________________________
                          Zip Code


    Area Code and Tel. No.: _______     Dated: ____________________ , 2001


   NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES
         SHOULD BE SENT ONLY WITH YOUR LETTER OF ELECTION AND TRANSMITTAL.



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