As filed with the Securities and Exchange Commission on July 10, 2001
                                                       Registration No. 33-59853

                            WASHINGTON, D.C.  20549

                        POST-EFFECTIVE AMENDMENT NO. 1
                                   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
                          SAVINGS AND INVESTMENT 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


                               EXPLANATORY NOTE

     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 Savings and Investment
Plan (the "Plan") to which this registration statement relates shall continue to
be known as the Northrop Grumman Savings and Investment 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.

Item 8.  Exhibit

     24.1  Power of Attorney.



     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.

           SIGNATURE                                             TITLE                      DATE
                                                       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


           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

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


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

24.1           Power of Attorney.