<SUBMISSION>
<ACCESSION-NUMBER>0000898430-01-501284
<TYPE>S-8 POS
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20010710
<EFFECTIVENESS-DATE>20010710
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>NORTHROP GRUMMAN CORP /DE/
<CIK>0001133421
<ASSIGNED-SIC>3812
<IRS-NUMBER>954840775
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8 POS
<ACT>33
<FILE-NUMBER>333-68003-99
<FILM-NUMBER>1678541
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1840 CENTURY PK E
<STREET2>C/O NORTHROP GRUMMAN CORP
<CITY>LOS ANGELES
<STATE>CA
<ZIP>90067
<PHONE>3105536262
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1840 CENTURY PARK EAST
<STREET2>C/O NORTHROP GRUMMAN CORP
<CITY>LOS ANGELES
<STATE>CA
<ZIP>90067
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>NNG INC
<DATE-CHANGED>20010129
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>S-8 POS
<SEQUENCE>1
<FILENAME>ds8pos.txt
<DESCRIPTION>POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
<TEXT>

<PAGE>

As filed with the Securities and Exchange Commission on July 10, 2001
                                                     Registration No. 333-68003

================================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                   _________________________________________

                        POST-EFFECTIVE AMENDMENT NO. 1
                                      TO
                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933
                           _________________________

                         NORTHROP GRUMMAN CORPORATION
                             (Formerly NNG, Inc.)
            (Exact name of Registrant as specified in its charter)

        DELAWARE                   001-16411                    95-4840775
(State of Incorporation)    (Commission File Number)         (I.R.S. Employer
                                                            Identification No.)

                            1840 CENTURY PARK EAST
                         LOS ANGELES, CALIFORNIA 90067
         (Address of Principal Executive Offices, Including Zip Code)
                                (310) 553-6262
             (Registrant's Telephone Number, Including Area Code)

                           _________________________

                               NORTHROP GRUMMAN
                      1993 LONG-TERM INCENTIVE STOCK PLAN
                           (Full title of the plan)
                           _________________________

                                W. Burks Terry
                 Corporate Vice President and General Counsel
                         Northrop Grumman Corporation
                            1840 Century Park East
                         Los Angeles, California 90067
                                (310) 553-6262
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                           _________________________

                                  Copies to:
                             Andrew E. Bogen, Esq.
                          Gibson, Dunn & Crutcher LLP
                            333 South Grand Avenue
                      Los Angeles, California 90071-3197
                                (213) 229-7000

================================================================================
<PAGE>

                               EXPLANATORY NOTE
                   POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

     This post-effective amendment is being filed pursuant to Rule 414 under the
Securities Exchange Act of 1933, as amended (the "Securities Act"), to reflect
the creation by Northrop Grumman Systems Corporation (formerly Northrop Grumman
Corporation), a Delaware corporation ("Systems"), of a new holding company,
Northrop Grumman Corporation (formerly NNG, Inc.) a Delaware corporation ("New
Northrop Grumman"), above Systems.  The creation of New Northrop Grumman was
effected pursuant to an Amended and Restated Agreement and Plan of Merger (the
"Amended Merger Agreement"), dated January 23, 2001, among New Northrop Grumman,
Systems, Litton Industries, Inc., a Delaware corporation ("Litton") and LII
Acquisition Corp., a Delaware corporation and wholly owned subsidiary of New
Northrop Grumman ("LII").

     As contemplated by the Amended Merger Agreement, on April 2, 2001, Systems
completed a corporate reorganization (the "Northrop Reorganization") that was
effected by action of its Board of Directors without a vote of Systems'
stockholders, pursuant to Section 251(g) of the Delaware General Corporation Law
(the "DGCL") and an Agreement and Plan of Merger, dated as of March 20, 2001
(the "Merger Agreement"), between Systems, New Northrop Grumman and NGC
Acquisition Corp., a Delaware corporation and indirect wholly-owned subsidiary
of Systems ("NGC").  In the Northrop Reorganization, NGC was merged with and
into Systems, with Systems as the surviving corporation and a wholly-owned
subsidiary of New Northrop Grumman, the new holding company.  Pursuant to the
requirements of Section 251(g) of the DGCL, at the effective time of that merger
and in connection with the Northrop Reorganization, New Northrop Grumman changed
its name from NNG, Inc. to "Northrop Grumman Corporation," and Systems changed
its name to "Northrop Grumman Systems Corporation."  Upon consummation of the
Northrop Reorganization and in accordance with Section 251(g) of the DGCL, (a)
all of the outstanding shares of capital stock of Systems were automatically
converted into the same number of shares of the same class of capital stock of
New Northrop Grumman, and (b) each certificate representing shares of Northrop
capital stock, without any action on the part of the holder thereof, is now
deemed to represent an equal number of shares of the same class of capital stock
of New Northrop Grumman.

     In accordance with Rule 414 under the Securities Act, New Northrop Grumman,
as the successor issuer to Systems, hereby expressly adopts this registration
statement as its own for all purposes of the Securities Act and the Securities
Exchange Act of 1934, as amended. The Northrop Grumman 1993 Long-Term Incentive
Stock Plan (the "Plan") to which this registration statement relates shall
continue to be known as the Northrop Grumman 1993 Long-Term Incentive Stock
Plan. The Plan continues to cover employees of Systems. However, shares of stock
issued in accordance with the Plan shall be shares of stock of the New Northrop
Grumman rather than shares of stock of Systems.

     The applicable registration fees were paid at the time of the original
filing of this registration statement.
<PAGE>

Item 8.  Exhibit

     24.1  Power of Attorney.

                                       3
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the city of Los Angeles, state of
California, on July 9, 2001

                              NORTHROP GRUMMAN CORPORATION
                              (formerly NNG, Inc.)



                              By:/s/ John H. Mullan
                                 ----------------------------------------
                                   John H. Mullan
                                   Corporate Vice, Secretary and
                                   Associate General Counsel


     Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment has been signed by the following persons in the capacities and on
the dates indicated.


<TABLE>
<CAPTION>
                SIGNATURE                                       TITLE                     DATE
<S>                                                <C>                              <C>
                                                   Chairman of the Board,
                                                   President and Chief Executive
                   *                               Officer and Director
---------------------------------------            (Principal Executive Officer)    July 9, 2001
              Kent Kresa


                                                   Corporate Vice President and
                                                   Chief Financial Officer
                   *                               (Principal Financial Officer)
---------------------------------------                                             July 9, 2001
         Richard B. Waugh, Jr


                                                   Vice President and Controller
                   *                               (Principal Accounting Officer)
---------------------------------------                                             July 9, 2001
             Sandra Wright


                   *                                          Director              July 9, 2001
---------------------------------------
</TABLE>

                                       4
<PAGE>

<TABLE>
<S>                                                         <C>                      <C>
          John T. Chain, Jr.

                                                              Director
---------------------------------------
           Lewis W. Coleman

                   *                                          Director              July 9, 2001
---------------------------------------
               Vic Fazio

                   *                                          Director              July 9, 2001
---------------------------------------
             Phillip Frost

                   *                                          Director              July 9, 2001
---------------------------------------
           Charles R. Larson

                                                              Director
---------------------------------------
            Robert A. Lutz

                                                              Director
---------------------------------------
           Aulana L. Peters

                                                              Director
---------------------------------------
         John Brooks Slaughter

                   *                                          Director              July 9, 2001
---------------------------------------
          Dr. Ronald D. Sugar
</TABLE>

By:       /s/ John H. Mullan
   -----------------------------------------
              John H. Mullan,
   As attorney-in-fact pursuant to authority
granted under Power of Attorney filed with this
          Registration Statement

                                       5
<PAGE>

                                 Exhibit Index
Exhibit        Description
-------        -----------

24.1           Power of Attorney.

                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>2
<FILENAME>dex241.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>

<PAGE>

                                                                    Exhibit 24.1

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of Northrop Grumman Corporation, a Delaware corporation (the
"Company"), appoint W. BURKS TERRY and JOHN H. MULLAN, and each or either of
them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to execute and/or file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to the
following registration statements, with all exhibits thereto and other documents
in connection therewith:

     (1)  Registration Statement on Form S-8 filed on July 17, 1987 (File No.
33-15764), as subsequently amended from time to time;

     (2)  Registration Statement on Form S-8 filed on June 11, 1993 (File No.
33-49667), as subsequently amended from time to time;

     (3)  Registration Statement on Form S-8 filed on June 2, 1995 (File No. 33-
59815), as subsequently amended from time to time;

     (4)  Registration Statement on Form S-8 filed on June 2, 1995 (File No. 33-
59853), as subsequently amended from time to time;

     (5)  Registration Statement on Form S-8 filed on May 17, 1996 (File No.
333-03959), as subsequently amended from time to time; and

     (6)  Registration Statement on Form S-8 filed on November 25, 1998 (File
No. 333-68003), as subsequently amended from time to time.

     Further, the undersigned do hereby grant unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
necessary to be done in and about the foregoing premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of their respective
substitute or their substitutes, may lawfully do or cause to be done by virtue
hereof.

                           [signature page follows]

                                       1
<PAGE>

     IN WITNESS WHEREOF, each of the undersigned has subscribed these presents
this 9th day of July 2001.


               SIGNATURE                                       TITLE

                                                   Chairman of the Board,
                                                   President and Chief Executive
                                                   Officer and Director
         /s/ Kent Kresa                            (Principal Executive Officer)
_______________________________________
             Kent Kresa

                                                   Corporate Vice President and
                                                   Chief Financial Officer
     /s/ Richard B. Waugh, Jr.                     (Principal Financial Officer)
_______________________________________
         Richard B. Waugh, Jr.

                                                   Vice President and Controller
                                                   (Principal Accounting
       /s/ Sandra Wright                           Officer)
_______________________________________
           Sandra Wright

      /s/ John T. Chain, Jr.
_______________________________________                          Director
          John T. Chain, Jr.

_______________________________________                          Director
          Lewis W. Coleman

          /s/ Vic Fazio
_______________________________________                          Director
              Vic Fazio

        /s/ Phillip Frost
_______________________________________                          Director
            Phillip Frost

      /s/ Charles R. Larson
_______________________________________                          Director
          Charles R. Larson

_______________________________________                          Director
            Robert A. Lutz

_______________________________________                          Director
          Aulana L. Peters

_______________________________________                          Director
         John Brooks Slaughter

      /s/ Dr. Ronald D. Sugar
_______________________________________                          Director
          Dr. Ronald D. Sugar

                                       2
</TEXT>
</DOCUMENT>
</SUBMISSION>
