EXHIBIT 4.2




                     AMENDMENT NO. 1 TO RIGHTS AGREEMENT


      AMENDMENT No. 1, dated as of December 21, 2000, to the Rights
Agreement, dated as of August 17, 1994, by and between Litton Industries,
Inc. (the "Company") and The Bank of New York (as Rights Agent) (the "Rights
Agreement").


      WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement; and

      WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may
from time to time supplement or amend the Rights Agreement in accordance with
the provisions of Section 27 thereof; and

      WHEREAS, the Company intends to enter into an Agreement and Plan of Merger
(as it may be amended or supplemented from time to time, the "Merger
Agreement"), dated as of December 21, 2000, among the Company and Northrop
Grumman Corporation and LII Acquisition Corp., as the same may be amended from
time to time (all capitalized terms used in this Amendment and not otherwise
defined herein shall have the meaning ascribed thereto in the Merger Agreement);
and

      WHEREAS, the Board of Directors has determined that the Offer, the Merger
and the other transactions contemplated by the Merger Agreement are fair to and
in the best interests of the Company and its common stockholders; and

      WHEREAS, the Board of Directors has found that it is in the best interests
of the Company and its common stockholders, and has deemed it necessary and
desirable, to amend the Rights Agreement to exempt the Merger Agreement and the
transactions contemplated thereby from the application of the Rights Agreement.

      NOW, THEREFORE, the Company hereby amends the Rights Agreement as follows:

      1.  Section 1(a) of the Rights Agreement is hereby modified, amended
and restated in its entirety as follows:

                "Acquiring  Person"  shall  mean any  Person  (as such term is
     hereinafter  defined)  who or  which,  together  with  all  Affiliates  and
     Associates (as such terms are hereinafter defined) of such Person, shall be
     the Beneficial  Owner (as such term is hereinafter  defined) of 15% or more
     of the Common Shares of the Company then outstanding, but shall not include
     (i) the Company;  (ii) any Subsidiary (as such term is hereinafter defined)
     of the Company;  (iii) any  employee  benefit plan of the Company or of any
     Subsidiary  of the  Company,  or any entity  holding  Common  Shares for or
     pursuant to the terms of any such plan; or (iv)  Unitrin,  Inc., a Delaware
     corporation ("Unitrin"), and its subsidiaries as long as


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     such entities in the aggregate beneficially own less than 12,658,000 Common
     Shares. Notwithstanding the foregoing, no Person shall become an "Acquiring
     Person" as the result of an  acquisition  of Common  Shares by the  Company
     which,  by  reducing  the  number  of  shares  outstanding,  increases  the
     proportionate  number of shares beneficially owned by such Person to 15% or
     more of the  Common  Shares  of the  Company  then  outstanding;  provided,
     however,  that if a Person shall become the Beneficial Owner of 15% or more
     of the Common  Shares of the Company  then  outstanding  by reason of share
     purchases  by the  Company  and shall,  after such share  purchases  by the
     Company, become the Beneficial Owner of any additional Common Shares of the
     Company,  then such  Person  shall be deemed to be an  "Acquiring  Person."
     Notwithstanding  the  foregoing,  if the Board of  Directors of the Company
     determines in good faith that a Person who would otherwise be an "Acquiring
     Person," as defined pursuant to the foregoing  provisions of this paragraph
     (a), has become such inadvertently,  and such Person divests as promptly as
     practicable a sufficient  number of Common Shares so that such Person would
     no longer be an  "Acquiring  Person," as defined  pursuant to the foregoing
     provisions of this  paragraph  (a), then such Person shall not be deemed to
     be  an   "Acquiring   Person"   for  any   purposes   of  this   Agreement.
     Notwithstanding the foregoing,  no Person (and no Affiliate or Associate of
     any  Person)  shall  be  deemed  to  be  the  "Beneficial  Owner"  of or to
     "beneficially  own" particular  securities if such Person is the Beneficial
     Owner of or "beneficially  owns" such securities  solely as a result of its
     status as an Affiliate or Associate of Unitrin and if such Person would not
     otherwise be the Beneficial Owner of or "beneficially own" such securities.
     Notwithstanding  the foregoing,  neither  Northrop Grumman  Corporation,  a
     Delaware  corporation   ("Parent"),   LII  Acquisition  Corp.,  a  Delaware
     corporation  ("Acquisition")  shall be deemed to be an Acquiring  Person by
     virtue of the  execution  and delivery of the  Agreement and Plan of Merger
     (as it may be  amended  or  supplemented  from  time to time,  the  "Merger
     Agreement") to be entered into as of December 21, 2000,  among the Company,
     Parent and  Acquisition,  the  consummation of the Offer, the conversion of
     Shares into the right to receive  Merger  Consideration  (as defined in the
     Merger  Agreement) in accordance with Section 2.8 of the Merger  Agreement,
     or the  consummation  of the  Merger (as  defined in the Merger  Agreement)
     (each of the foregoing, an "Exempt Event").


      2.  Section 1(1) of the Rights Agreement is hereby modified and amended
by adding the following sentence at the end thereof:

      "No Exempt Event shall cause a Shares Acquisition Date."

      3.  Section 3(a) of the Rights Agreement is hereby modified and amended
by adding the following sentence at the end thereof:

      "No Exempt Event shall cause a Distribution Date."


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<PAGE>


      4. Clauses (i), (ii), and (iii) of Section 7(a) of the Rights Agreement
are hereby modified, amended and restated in their entirety as follows:

            "(i) the time immediately prior to the consummation of the Merger,
            (ii) the later of the termination of the Merger Agreement or the
            close of business on August 31, 2004 (the "Final Expiration Date"),
            (iii) the time at which the Rights are redeemed as provided in
            Section 23 hereof (the "Redemption Date"), or (iv) the time at which
            such Rights are exchanged as provided in Section 24 hereof."


      5.  Section 29 of the Rights Agreement is hereby modified and amended
to add the following sentence at the end thereof:

      "Notwithstanding the foregoing, nothing in this Agreement shall be
      construed to give any holder of Rights or any other Person any legal or
      equitable rights, remedy or claim under this Agreement in connection with
      any transactions contemplated by the Merger Agreement."

      6. This Amendment may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.

                                      * * *

                           [SIGNATURE PAGE FOLLOWS]


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<PAGE>


IN WITNESS WHEREOF, this Amendment has been duly executed by the Company and the
Rights Agent as of the day and year first written above.


Attest:                                   LITTON INDUSTRIES, INC.




By  /s/ Lynne M.O. Brickner               By  /s/ John E. Preston
   ----------------------------------        ---------------------------------
   Name:  Lynne M. O. Brickner                Name:  John E. Preston
   Title: Vice President and Secretary        Title: Senior Vice President and
                                                     General Counsel





                                          THE BANK OF NEW YORK
Attest:                                   (As Rights Agent)




By  /s/ James Dimino                       By  /s/ Steven R. Myers
   ----------------------------------         ---------------------------------
   Name:   James Dimino                       Name:   Steven R. Myers
   Title:  Vice President                     Title:  Assistant Vice President



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