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                                                              EXHIBIT 10.1(a)



[LITTON LOGO]

                          CERTIFICATION OF RESOLUTIONS

                          OF THE BOARD OF DIRECTORS OF

                            LITTON INDUSTRIES, INC.



I, the undersigned, ANA G. RODRIGUEZ, Assistant Secretary of LITTON INDUSTRIES, 
INC., a corporation organized and existing under the laws of the State of 
Delaware, DO HEREBY CERTIFY that the following is a true and correct extract of 
certain resolutions duly adopted by the Board of Directors of said corporation 
on December 4, 1997, in accordance with the laws of Delaware and the By-laws of 
this corporation, and that said resolutions are in full force and effect as of 
the date hereof:

          RESOLVED, that pursuant to Article III, Section 11, of the By-laws of
          this corporation, during calendar year 1998, the members of the Board
          of Directors of this corporation who are not employees of this
          corporation ("nonemployee directors") shall be paid a fixed fee of
          $27,500 for services to be rendered as members of the Board of
          Directors, payable in quarterly installments of $6,875 at the
          beginning of each calendar quarter, and, in addition thereto, they
          shall be paid an attendance fee of $1,500 for each Board meeting
          attended by them, payable following any such meeting attended;

          RESOLVED FURTHER, that during calendar year 1998 nonemployee directors
          of this corporation shall be paid a fee of $1,500 for attendance at
          each Board committee meeting and each nonemployee Chairman of the
          Committee shall be paid a fee of $2,500 for attendance, with the
          exception of attendance at meetings of the Executive Committee,
          payable following any such meeting attended;

          RESOLVED FURTHER, that during calendar year 1998 a nonemployee
          director serving as Chairman of the Executive Committee of the
          Corporation shall be paid a fixed fee for services to be rendered as
          Chairman of the Executive Committee of $15,000, payable in quarterly
          installments of $3,750 at the beginning of each calendar quarter; and
          any nonemployee director serving as a member of the Executive
          Committee (but not as Chairman thereof) shall be paid a fixed fee for
          services to be rendered as a member of the Executive Committee of
          $12,000, payable in quarterly installments of $3,000 at the beginning
          of each calendar quarter; and
            
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          RESOLVED FURTHER, that the members of the Board shall be paid their
          normal travel and incidental expenses incurred in traveling to any
          Board or Board committee meeting upon presentment of invoices
          covering such expenditures to the Secretary of the Corporation.




IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of 
said corporation at Woodland Hills, California, this 25th day of September, 
1998.



[SEAL]
                                      /s/ ANA G. RODRIGUEZ
                                      ---------------------------------
                                      Ana G. Rodriguez
                                      Assistant Secretary