SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                                
                                
                            FORM 8-K
                                
                                
                     Current Report Pursuant
                  to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934
                                
                                
                           May 5, 1997
                                
                                
                          LOGICON, INC.
                                
                                
                            DELAWARE 
 (State or other jurisdiction of incorporation or organization)


           1-7777                        95-2126773
           Comission File Number)        (IRS Employer
                                         identification                         
                                         number)


      3701 Skypark Drive, Torrance, California  90505-4794
      (Address of principal executive offices)  (Zip Code)
                                
                                
                         (310) 373-0220
       Registrant's telephone number, including area code 
                                


Item 5. Announcement of Northrop Grumman Corporation and Logicon,
Inc. merger.  The following joint news release was issued on May
5, 1997.

Northrop Grumman corporation (NOC) and Logicon, Inc., (LGN)
announced today that they have signed a definitive agreement for
the merger of Northrop Grumman and Logicon, Inc. of Torrance,
Calif.,a leading defense information technology company, in a
stock-for-stock transaction.  The merger reflects Northrop
Grumman's continuing strategic thrust into advanced battle
management and information technology.

Stockholders of Logicon will receive, for each share of Logicon
common stock, a fraction of a Northrop Grumman share determined by
dividing $52 by the average closing price for Northrop Grumman
common stock during a 30-trading day period prior to mailing the
proxy statement in the merger.  In no event will the exchange
ratio be more than 0.6919:1 or less than 0.5661:1.

The transaction is subject to normal government reviews and the
approval of Logicon shareholders.

"The merger is consistent with our long-standing strategy to be a
leader in the areas of surveillance, precision strike and advanced
battle management," said Kent Kresa, Northrop Grumman chairman,
president and chief executive officer.  "Logicon's expertise in
command, control, communications and intelligence (C3I);
simulation and training; battle management and mission planning;
and information technology, will further expand our systems
integration expertise in these vital areas and create exciting new
business opportunities for us in the coming years.

"Together, we will have the technology, skills and business base
to play a leading role in the continued development of highly
integrated systems essential to meet the future warfighting
requirements of our military service."

Jack Woodhull, chief executive officer of Logicon, Inc., said,
"This merger will improve the business prospects of both
companies, provide much broader resources for our customers and
enhanced opportunities for our employees.  Needless to say, we are
delighted with the prospect of becoming part of the Northrop
Grumman team."

Mr. Kresa added that the merger will have a minimal impact on
Northrop Grumman's 1997 earnings per share.  
Logicon, whose latest fiscal year revenues are expected to exceed
$560 million, has experienced steady growth and profitability over
the past 10 years.  It employs about 5,000 people in more than 80
offices across the United States and Western Europe.

Logicon provides military and commercial information systems and
services to meet the needs of its national defense, civil and
industrial customers.  The company's core markets include Command,
Control, Communications and Intelligence (C3I); information
technology; training and simulation; battle management; and
mission planning.

Northrop Grumman, headquartered in Los Angeles, is a leading
designer, systems integrator and manufacturer of military
surveillance and combat aircraft, defense electronics and systems,
airspace management systems, information systems, marine systems,
precision weapons, space systems and commercial and military
aerostructures.  The company employs more than 45,000 people, and
reported sales of $8.1 billion in 1996.

Upon completion of the merger, the company plans to form a new
Logicon Information Technology Division that would combine
substantial elements of Northrop Grumman's Data Systems and
Services Division (DSSD), headquartered in Herndon, Va., and the
operations of Logicon.  The new division, which will be led by Mr.
Woodhull and headquartered in Torrance, will have revenues
approaching $1 billion.  Herbert W. Anderson, general manager of
DSSD, will serve as deputy general manager of the new division.

"This merger will firmly establish Northrop Grumman as a key
player in the defense information technology area," said Mr.
Kresa.  "We see continued double digit growth for this business
area well into the next century."

Salomon Brothers acted as Northrop Grumman's financial advisor on
the transaction.  Logicon was represented by Goldman, Sachs & Co. 

Note: Northrop Grumman cautions that statements as to future
results of operations are necessarily subject to uncertainties
concerning events beyond the company's control, and no assurances
can be given that such results will be achieved.


                                
                                
                                
SIGNATURES
                                
                                
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.



                                Logicon, Inc.
                                (Registrant)




May 7,1997                        By:  RALPH L. WEBSTER

                                       Ralph L. Webster
                                       Vice President - 
                                       Chief Financial Officer