Exhibit 99.(a)(1)(v)


                           NOTICE TO PARTICIPANTS IN
                             THE LITTON INDUSTRIES
                         EMPLOYEES STOCK PURCHASE PLAN

                                January 5, 2001

          You are the owner of shares of common stock of Litton Industries, Inc.
("Litton") purchased for your account as a participant in the Litton Employees
Stock Purchase Plan after November 1, 1994 (the "New Plan").  These shares are
held in an account at The Bank of New York, which acts as the Custodian for the
New Plan.

          Enclosed are materials that are being sent to all Litton stockholders
describing an offer by LII Acquisition Corp., a wholly owned subsidiary of
Northrop Grumman Corporation, to purchase all of the outstanding common shares
of Litton for $80.00 per share in cash.  The materials enclosed contain
important background information regarding the offer and how to tender your
shares.  Please read these materials carefully.

          Please note that because your Litton shares are held in an account at
the Bank of New York, you do not hold an actual stock certificate(s) reflecting
your investment in Litton.  You may therefore disregard references in the
enclosed material to lost stock certificate(s) or the return of stock
certificates.

          If you want to tender all or part of the Litton shares held in your
New Plan account, you must complete the enclosed PURPLE letter of transmittal
                                                 ------
and return it to Equiserve Trust Company, as provided in the enclosed materials.
Your letter of transmittal must be received by 12:00 midnight, New York City
time, on  Friday, February 2, 2001, unless the offer is extended.  If you return
a letter of transmittal and do not specify the number of Litton shares you wish
to tender, all of your shares will be tendered.  If you do not want to tender
any shares, you do not need to do anything.

          Please note that if you hold Litton shares other than through the New
Plan, to tender those shares you must complete and return the Blue, Green or
Cream letter of transmittal regarding those shares sent to you separately.

          If you have any questions regarding the enclosed material, please call
Georgeson Shareholder Communications, Inc. at (800) 223-2064.