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                                                                EXHIBIT 10.1 (a)


                          CERTIFICATION OF RESOLUTIONS

                          OF THE BOARD OF DIRECTORS OF

                             LITTON INDUSTRIES, INC.

I, the undersigned, Lynne M. O. Brickner, Vice President and Secretary of LITTON
INDUSTRIES, INC., a corporation organized and existing under the laws of the
State of Delaware (the "Corporation"), DO HEREBY CERTIFY that the following is a
true and correct extract of resolutions duly adopted by the Board of Directors
of the Corporation on December 3, 1999, in accordance with the laws of Delaware
and the By-laws of the Corporation, and that the resolutions are in full force
and effect as of the date hereof:

            RESOLVED, that pursuant to Article III, Section 16, of the By-laws
            of this corporation, during calendar year 2000, the members of the
            Board of Directors of this corporation who are not employees of this
            corporation ("non-employee 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 2000 non-employee
            directors of this corporation shall be paid a fee of $1,500 for
            attendance at each Board committee meeting and each non-employee
            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 2000 a non-employee
            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 non-employee 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;

            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;


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        RESOLVED FURTHER, that in accordance with the terms of the Litton
        Industries, Inc. Non-employee Director Stock Plan, stock options for
        2,000 shares of the Corporation's Common Stock will be granted to each
        non-employee member of the Board on December 6, 1999, the first business
        day following the Organization Meeting of the Board, and that the option
        price will be determined based on the average of the high and low
        trading prices on that day;


        RESOLVED FURTHER, that pursuant to the Non-employee Director Deferred
        Compensation Plan (the "Plan") adopted by this Board on September 24,
        1998, the Board hereby determines that an election by a non-employee
        Director to defer annual retainer and meeting fees into shares of the
        Company's Common Stock shall include a premium equal to ten percent
        (10%) of such annual retainer and meeting fees; and

        RESOLVED FURTHER, that pursuant to the Plan, the Board hereby determines
        that the number of stock options to be granted pursuant to an election
        by a non-employee Director to convert annual retainer and meeting fees
        into options to purchase shares of the Company's Common Stock shall be
        equal to four times the amount of the Director's annual retainer and
        meeting fees divided by the fair market value of a share of common stock
        on the day the annual retainer and meeting fees would otherwise have
        been payable.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of
the Corporation at Woodland Hills, California, this 28th day of September 2000.




 [SEAL]                                           /s/ Lynne M. O. Brickner
                                                  ------------------------------
                                                  Lynne M. O. Brickner
                                                  Vice President & Secretary