Exhibit 24-1

                               POWER OF ATTORNEY

                 FILING OF REGISTRATION STATEMENT ON FORM S-3

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of NORTHROP GRUMMAN CORPORATION, a Delaware corporation (the
"Company"), hereby nominate and appoint W. BURKS TERRY and JOHN H. MULLAN, and
each of them acting or signing singly, as his or her agents and attorneys-in-
fact (the "Agents"), in his or her respective name and in the capacity or
capacities indicated below to execute and/or file (1) a registration statement
on Form S-3 under the Securities Act of 1933, as amended, (the "Act"), in
connection with the registration under the Act of Debt Securities, Preferred
Stock, Common Stock, Warrants to purchase Debt Securities and Warrants to
purchase Equity Securities (including the final prospectus, schedules and all
exhibits and other documents filed therewith or constituting a part thereof);
and (2) any one or more amendments to any part of the foregoing registration
statement, including any post-effective amendments or appendices or supplements
that may be required to be filed under the Act to keep such registration
statement effective or to terminate its effectiveness.

     Further, the undersigned do hereby authorize and direct such agents and
attorneys-in-fact to take any and all actions and execute and file any and all
documents with the Securities and Exchange Commission (the "SEC"), or state
regulatory agencies, necessary, proper or convenient in their opinion to comply
with the Act and the rules and regulations or orders of the SEC, or state
regulatory agencies, adopted or issued pursuant thereto, including the making of
any requests for acceleration of the effective date of said registration
statement, to the end that the registration statement of the Company shall
become effective under the Act and any other applicable law.

     Finally, each of the undersigned does hereby ratify, confirm and approve
each and every act and document which the said appointment agents and attorneys-
in-fact may take, execute or file pursuant thereto with the same force and
effect as though such action had been taken or such documents had been executed
or filed by the undersigned respectively.

     This Power of Attorney shall remain in full force and effect until revoked
or superseded by written notice filed with the SEC.

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     IN WITNESS WHEREOF, each of the undersigned has subscribed these presents
this 10th day of August, 2001.

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

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

/s/ Lewis W. Coleman                Director
--------------------------------
Lewis W. Coleman

/s/ Vic Fazio                       Director
--------------------------------
Vic Fazio

/s/ Phillip Frost                   Director
--------------------------------
Phillip Frost

/s/ Charles R. Larson               Director
--------------------------------
Charles R. Larson

/s/ Robert A. Lutz                  Director
--------------------------------
Robert A. Lutz

/s/ Aulana L. Peters                Director
--------------------------------
Aulana L. Peters

/s/ John Brooks Slaughter           Director
--------------------------------
John Brooks Slaughter

/s/ Ronald D. Sugar                 Director and Corporate Vice President
--------------------------------
Ronald D. Sugar

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

/s/ Sandra J. Wright                Vice President and Controller (Principal
--------------------------------    Accounting Officer)
Sandra J. Wright

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