                                                     EXHIBIT 23.1

                  INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration
Statement of Northrop Grumman Corporation on Form S-8 of our
report dated January 24, 2001, except for the subsequent events
footnote, as to which the date is March 1, 2001, appearing in the
Annual Report on Form 10-K/A of Northrop Grumman Systems
Corporation (formerly Northrop Grumman Corporation) for the year
ended December 31, 2000.

/s/ Deloitte & Touche LLP
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Deloitte & Touche LLP
Los Angeles, California
August 10, 2001

