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[LITTON LOGO]
                                                                EXHIBIT 10.5(b)

                        CERTIFICATION OF RESOLUTIONS
        
                        OF THE BOARD OF DIRECTORS OF

                           LITTON INDUSTRIES, INC.


I, the undersigned JEANETTE M. THOMAS, Vice President and 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 September 19, 1996, in accordance with the laws of Delaware and
the By-laws of this corporation, and that these resolutions are in full force
and effect as of the date hereof:

        WHEREAS, loans outstanding under the Corporation's incentive loan
        program are scheduled to mature on December 31, 1996, and the
        Corporation desires to extend the program for an additional five-year
        period;

        NOW, THEREFORE, BE IT RESOLVED, that the Corporation's incentive loan
        program for officers and other key executives of the Corporation or its
        subsidiaries located in the United States be and hereby is extended upon
        the terms and conditions hereinafter set forth;

        RESOLVED, that all loans hereinafter made under the incentive loan
        program shall be evidenced by demand notes which provide that, if no
        demand is made, such notes shall be payable on the earlier of (i)
        termination of the borrower's employment or (ii) December 31, 2001;

        RESOLVED, that loans presently outstanding under the incentive loan
        program shall be extended in accordance with the terms and conditions
        set forth herein;

        RESOLVED, that the total amount of loans outstanding at any one time
        under the incentive loan program shall not exceed $6 million in the
        aggregate and shall not be extended to more than 50 key executives at
        any time;

        RESOLVED, that loans to any one borrower under the incentive loan
        program of the Corporation shall not cumulatively exceed the annual base
        salary of the borrower in effect on the date of the latest loan extended
        to the borrower, shall bear interest at the rate of 4 percent per annum
        payable quarterly, and shall be without security;
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        RESOLVED, that the Chief Executive Officer of this corporation shall
        have the authority to make loans, within the limitations and upon the
        terms and conditions prescribed by the Compensation and Selection
        Committee by these resolutions, in such amounts and to such key
        executives as the Chief Executive Officer may in his sole discretion
        determine; provided, however, that all loans proposed to be made under
        the incentive loan program to any officer of the Corporation of the
        level of Senior Vice President or higher shall require the approval of
        the Compensation and Selection Committee;

        RESOLVED, that the incentive loan program shall be administered by the
        Compensation and Selection Committee, which shall have the authority to
        make rules and regulations necessary to administer such program; and

        RESOLVED FURTHER, that all resolutions pertaining to the incentive loan
        program heretofore adopted by this Committee are hereby revoked and
        superseded by these resolutions.

IN WITNESS WHEREOF, I have here unto subscribed my name and affixed the seal of
said corporation at Woodland Hills, California, this 1st day of October, 1996.


                                        /s/ Jeanette M. Thomas
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[SEAL]                                  Jeanette M. Thomas
                                        Vice President and Secretary

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