WASHINGTON, DC 20549
                                SCHEDULE TO
                               (RULE 14D-100)
                    THE SECURITIES EXCHANGE ACT OF 1934
                              Amendment No. 11


                       NEWPORT NEWS SHIPBUILDING INC.
                     (Name of Subject Company (Issuer))

                        NORTHROP GRUMMAN CORPORATION
          (Names of Filing Persons (identifying status as offeror,
                         issuer or other person))


                  COMMON STOCK, PAR VALUE, $0.01 PER SHARE
                       (including associated Rights)
                       (Title of Class of Securities)


                   (CUSIP Number of Class of Securities)

                               JOHN H. MULLAN
                        NORTHROP GRUMMAN CORPORATION
                           1840 CENTURY PARK EAST
                       LOS ANGELES, CALIFORNIA 90067
                               (301) 553-6262

               (Name, address, and telephone number of person
 authorized to receive notices and communications on behalf of filing persons)
                              WITH A COPY TO:
                              STEPHEN FRAIDIN
                             ONE NEW YORK PLAZA
                       NEW YORK, NEW YORK 10004-1980
                               (212) 859-8000

   |_|   Check the box if the filing relates solely to preliminary
         communications made before the commencement of a tender offer.

   Check the appropriate boxes below to designate any transactions to which
   the statement relates:

   |X|   third-party tender offer subject to Rule 14d-1.
   |_|   issuer tender offer subject to Rule 13e-4.
   |_|   going-private transaction subject to Rule 13e-3.
   |_|   amendment to Schedule 13D under Rule 13d-2.

   Check the following box if the filing is a final amendment reporting
   the results of the tender offer: |_|

     This Amendment No. 11 (this "Amendment No. 11") amends and supplements
the Tender Offer Statement on Schedule TO as initially filed and dated May
23, 2001 (as previously amended and amended hereby, the "Schedule TO")
filed by NORTHROP GRUMMAN CORPORATION, a Delaware corporation, ("Northrop
Grumman") relating to the offer (the "Offer") by Northrop Grumman to issue,
upon the terms and subject to the conditions set forth herein and in the
related letter of election and transmittal, shares of common stock, par
value $1.00 per share (the "Northrop Grumman Shares") designed to have a
value of $67.50 per share or pay $67.50 per share in cash (subject to the
election and proration procedures and limitations in the Prospectus
(defined below) and related letter of election and transmittal) for each
outstanding share of common stock, par value $0.01 per share (the "Common
Stock") of NEWPORT NEWS SHIPBUILDING INC., a Delaware corporation,
("Newport News") 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").

     Northrop Grumman has filed a registration statement with the
Securities and Exchange Commission on Form S-4, relating to the Northrop
Grumman Shares to be issued to stockholders of Newport News in connection
with the tender offer, as set forth in the prospectus which is a part of
the registration statement (the "Prospectus"), and the related letter of
election and transmittal, which were annexed to the Schedule TO as Exhibits
(a)(4) and (a)(1)(A) thereto.

     All of the information in the Prospectus and the related letter of
election and transmittal, and any prospectus supplement or other supplement
thereto related to the offer hereafter filed with the Securities and
Exchange Commission by Northrop Grumman, is hereby incorporated by
reference in answer to items 2 through 11 of the Schedule TO.


            Item 12 is hereby amended and supplemented as follows:

(a)(5)(N)   Press Release, dated August 30, 2001.


     After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

                              NORTHROP GRUMMAN CORPORATION

                              By:      /s/ John H. Mullan
                                       John H. Mullan
                                       Corporate Vice President and Secretary

     Dated:  August 31, 2001

                               EXHIBIT INDEX

EXHIBIT                                   DESCRIPTION
NUMBER                                    -----------

(a)(5)(N)             Press Release, dated August 30, 2001.