<PAGE>   1
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 17, 1998
================================================================================
 
                                   FORM 10-Q
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
(MARK ONE)
 
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934
 
      FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 1998
 
                                       OR
 
[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934
 
                         COMMISSION FILE NUMBER 1-3998
 
                            LITTON INDUSTRIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                                          <C>
                          DELAWARE                                          95-1775499
              (STATE OR OTHER JURISDICTION OF                            (I.R.S. EMPLOYER
               INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NO.)
    21240 BURBANK BOULEVARD, WOODLAND HILLS, CALIFORNIA                     91367-6675
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                          (ZIP CODE)
</TABLE>
 
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (818) 598-5000
 
     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]     No [ ]
 
     On February 27, 1998 there were 46,202,103 shares of Common Stock
outstanding.
 
                                  Page 1 of 12
 
                       Exhibit Index appears on Page 11.
 
================================================================================
<PAGE>   2
 
                LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
 
                                     INDEX
 
                              REPORT ON FORM 10-Q
 
                       FOR QUARTER ENDED JANUARY 31, 1998
 
<TABLE>
<CAPTION>
                                                                         PAGE
                                                                        NUMBER
                                                                        ------
<S>       <C>                                                           <C>
PART I.   FINANCIAL INFORMATION
 
 Item 1.  Financial Statements

          Consolidated Statements of Operations
            Six months ended January 31, 1998 and 1997..................     3
          Consolidated Statements of Operations
            Three months ended January 31, 1998 and 1997................     4
          Consolidated Balance Sheets
            January 31, 1998 and July 31, 1997..........................     5
          Consolidated Statements of Cash Flows
            Six months ended January 31, 1998 and 1997..................     6
          Notes to Consolidated Financial Statements....................     7
 
 Item 2.  Management's Discussion and Analysis of Financial Condition
            and Results of Operations...................................     9
 
PART II.  OTHER INFORMATION
 
 Item 4.  Submission of Matters to a Vote of Security Holders...........    11
 
 Item 6.  Exhibits and Reports on Form 8-K..............................    11
 
Signature...............................................................    12
</TABLE>
 
                                        2
<PAGE>   3
 
                         PART I. FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
 
                LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                (THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                   SIX MONTHS ENDED
                                                                     JANUARY 31,
                                                              --------------------------
                                                                 1998           1997
                                                              -----------    -----------
<S>                                                           <C>            <C>
Sales and Service Revenues..................................  $ 2,012,850    $ 2,009,347
                                                              -----------    -----------
Costs and Expenses
  Cost of sales.............................................    1,541,224      1,575,210
  Selling, general and administrative.......................      240,659        218,330
  Depreciation and amortization.............................       69,559         67,273
  Interest -- net...........................................       21,299         21,891
                                                              -----------    -----------
          Total.............................................    1,872,741      1,882,704
                                                              -----------    -----------
Earnings before Taxes on Income.............................      140,109        126,643
Taxes on Income.............................................      (56,044)       (50,658)
                                                              -----------    -----------
          Net Earnings......................................  $    84,065    $    75,985
                                                              ===========    ===========
 
Earnings per Share:
  Basic.....................................................  $      1.82    $      1.62
                                                              ===========    ===========
 
  Diluted...................................................  $      1.77    $      1.59
                                                              ===========    ===========
</TABLE>
 
          See accompanying notes to consolidated financial statements.
                                        3
<PAGE>   4
 
                LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                (THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED
                                                                     JANUARY 31,
                                                              --------------------------
                                                                 1998           1997
                                                              -----------    -----------
<S>                                                           <C>            <C>
Sales and Service Revenues..................................  $   973,815    $   960,470
                                                              -----------    -----------
Costs and Expenses
  Cost of sales.............................................      741,207        750,423
  Selling, general and administrative.......................      118,668        106,054
  Depreciation and amortization.............................       35,171         33,108
  Interest -- net...........................................       11,068         10,586
                                                              -----------    -----------
          Total.............................................      906,114        900,171
                                                              -----------    -----------
Earnings before Taxes on Income.............................       67,701         60,299
Taxes on Income.............................................      (27,081)       (24,120)
                                                              -----------    -----------
          Net Earnings......................................  $    40,620    $    36,179
                                                              ===========    ===========
 
Earnings per Share:
  Basic.....................................................  $      0.88    $      0.77
                                                              ===========    ===========
 
  Diluted...................................................  $      0.86    $      0.76
                                                              ===========    ===========
</TABLE>
 
          See accompanying notes to consolidated financial statements.
                                        4
<PAGE>   5
 
                LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
 
                          CONSOLIDATED BALANCE SHEETS
                             (THOUSANDS OF DOLLARS)
 
<TABLE>
<CAPTION>
                                                              JANUARY 31,     JULY 31,
                                                                 1998           1997
                                                              -----------    ----------
<S>                                                           <C>            <C>
ASSETS
Current Assets
  Cash and marketable securities............................  $   24,312     $   19,894
  Accounts receivable, net..................................     709,725        666,867
  Inventories less progress billings........................     593,149        629,206
  Deferred tax assets.......................................     447,721        414,177
  Prepaid expenses..........................................      27,702         30,272
                                                              ----------     ----------
          Total Current Assets..............................   1,802,609      1,760,416
                                                              ----------     ----------
Property, Plant and Equipment -- at cost....................   1,576,148      1,559,636
  Less accumulated depreciation.............................    (940,192)      (905,091)
                                                              ----------     ----------
Property, Plant and Equipment, Net..........................     635,956        654,545
                                                              ----------     ----------
Goodwill and Other Intangibles, Net.........................     725,649        737,554
                                                              ----------     ----------
Other Assets and Long-term Investments......................     407,019        367,171
                                                              ----------     ----------
          Total Assets......................................  $3,571,233     $3,519,686
                                                              ==========     ==========
 
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities
  Accounts payable..........................................  $  807,091     $  869,880
  Payrolls and related expenses.............................     209,690        211,686
  Taxes on income...........................................      63,146         94,102
  Notes payable and current portion of long-term
     obligations............................................     279,653        147,182
  Contract liabilities and customer deposits................     292,992        316,406
                                                              ----------     ----------
          Total Current Liabilities.........................   1,652,572      1,639,256
                                                              ----------     ----------
Long-term Obligations.......................................     489,988        507,344
                                                              ----------     ----------
Postretirement Benefit Obligations Other than Pensions......     205,877        205,331
                                                              ----------     ----------
Deferred Tax and Other Long-term Liabilities................      99,206        128,736
                                                              ----------     ----------
Shareholders' Investment
  Capital stock
     Voting preferred stock -- Series B.....................       2,053          2,053
     Common stock...........................................      46,159         45,996
  Additional paid-in capital................................     308,702        301,839
  Retained earnings.........................................     809,605        730,019
  Cumulative currency translation adjustment................     (42,929)       (40,888)
                                                              ----------     ----------
          Total Shareholders' Investment....................   1,123,590      1,039,019
                                                              ----------     ----------
          Total Liabilities and Shareholders' Investment....  $3,571,233     $3,519,686
                                                              ==========     ==========
</TABLE>
 
          See accompanying notes to consolidated financial statements.
                                        5
<PAGE>   6
 
                LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (THOUSANDS OF DOLLARS)
 
<TABLE>
<CAPTION>
                                                                SIX MONTHS ENDED
                                                                  JANUARY 31,
                                                              --------------------
                                                                1998        1997
                                                              --------    --------
<S>                                                           <C>         <C>
Cash and cash equivalents at beginning of period............  $  4,144    $ 77,105
                                                              --------    --------
Cash was provided by (used for)operating activities
  Net earnings..............................................    84,065      75,985
  Adjustments to reconcile net earnings to net cash provided
     by operating activities
     Depreciation and amortization..........................    69,559      67,273
     Changes in assets and liabilities
       Accounts receivable..................................   (40,061)     23,573
       Inventory............................................    25,239     (48,085)
       Prepaid expenses.....................................     2,860       2,238
       Accounts payable.....................................   (65,749)    (59,462)
       Payrolls and related expenses........................    (2,346)    (22,032)
       Deferred and current taxes on income.................   (95,588)      1,052
       Contract liabilities and customer deposits...........   (14,076)      2,950
     Other operating activities.............................   (12,324)    (20,133)
                                                              --------    --------
Cash (used for) provided by operating activities............   (48,421)     23,359
                                                              --------    --------
Investing activities
  Purchase of capital assets................................   (42,799)    (44,699)
  Proceeds from sale of capital assets......................     4,566      23,429
  Other investing activities................................   (20,220)     (2,814)
                                                              --------    --------
Cash used for investing activities..........................   (58,453)    (24,084)
                                                              --------    --------
Financing activities
  Change in short-term obligations, net.....................   112,544     (19,802)
  Other financing activities................................    (1,252)    (24,622)
                                                              --------    --------
Cash provided by (used for) financing activities............   111,292     (44,424)
                                                              --------    --------
Resulting in increase (decrease) in cash and cash
  equivalents...............................................     4,418     (45,149)
                                                              --------    --------
Cash and cash equivalents at end of period..................  $  8,562    $ 31,956
                                                              ========    ========
 
Supplemental disclosure of cash flow information
  Interest paid.............................................  $ 22,934    $ 22,005
  Net income taxes paid.....................................  $142,013    $ 60,436
 
Reconciliation to Consolidated Balance Sheet at January 31,
  1998:
  Cash and cash equivalents.................................  $  8,562
  Marketable securities.....................................    15,750
                                                              --------
          Total cash and marketable securities..............  $ 24,312
                                                              ========
</TABLE>
 
          See accompanying notes to consolidated financial statements.
                                        6
<PAGE>   7
 
                LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                       SIX MONTHS ENDED JANUARY 31, 1998
 
1. The amounts included in this report are unaudited; however, in the opinion of
   management, all adjustments necessary for a fair statement of results for the
   stated periods have been included. These adjustments are of a normal
   recurring nature. Certain information and footnote disclosures normally
   included in financial statements prepared in accordance with generally
   accepted accounting principles have been condensed or omitted. Certain
   reclassifications of prior period information were made for comparative
   purposes. These interim consolidated financial statements should be read in
   conjunction with the financial statements and notes thereto included in the
   Company's Annual Report to Shareholders for the fiscal year ended July 31,
   1997. The results of operations for the six months ended January 31, 1998 are
   not necessarily indicative of operating results for the entire year.
 
2. The components of inventory balances are summarized below:
 
<TABLE>
<CAPTION>
                                                      JANUARY 31,     JULY 31,
                                                         1998           1997
                                                      -----------    ----------
                                                       (THOUSANDS OF DOLLARS)
<S>                                                   <C>            <C>
Raw materials and work in progress..................  $1,016,221     $  987,717
Finished goods......................................      33,437         51,196
                                                      ----------     ----------
                                                       1,049,658      1,038,913
Less progress billings..............................    (456,509)      (409,707)
                                                      ----------     ----------
Net inventories.....................................  $  593,149     $  629,206
                                                      ==========     ==========
</TABLE>
 
3. Interest (expense) income is shown below:
 
<TABLE>
<CAPTION>
                                    SIX MONTHS ENDED       THREE MONTHS ENDED
                                      JANUARY 31,             JANUARY 31,
                                  --------------------    --------------------
                                    1998        1997        1998        1997
                                  --------    --------    --------    --------
                                             (THOUSANDS OF DOLLARS)
<S>                               <C>         <C>         <C>         <C>
Interest expense................  $(24,755)   $(25,928)   $(12,737)   $(12,292)
Interest income.................     3,456       4,037       1,669       1,706
                                  --------    --------    --------    --------
Net interest expense............  $(21,299)   $(21,891)   $(11,068)   $(10,586)
                                  ========    ========    ========    ========
</TABLE>
 
4. On December 8, 1997, the Company announced that it has signed a definitive
   purchase agreement to acquire all of the issued and outstanding shares of
   capital stock of TASC, Inc. ("TASC") from Primark Corporation for
   approximately $432 million in cash. TASC provides information technology and
   services to government and commercial customers and, along with PRC Inc.,
   will help establish Litton as a major provider of information technology and
   system-based solutions for defense and non-defense related applications. This
   transaction is subject to approval by shareholders of Primark Corporation and
   is expected to be completed in the third quarter of the current fiscal year.
 
                                        7
<PAGE>   8
                LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                       SIX MONTHS ENDED JANUARY 31, 1998
 
5. In February 1997, the Financial Accounting Standards Board issued Statement
   of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS 128"),
   which the Company adopted in the quarter ended January 31, 1998. SFAS 128
   replaced the previously reported primary and fully diluted earnings per share
   ("EPS") with basic and diluted EPS. Basic EPS is calculated based on the
   weighted average number of shares outstanding and diluted EPS includes the
   effects of dilutive potential common shares. EPS amounts for prior periods
   have been restated to conform to the requirements of SFAS 128.
 
    The following table sets forth the computation of basic and diluted earnings
per share:
 
<TABLE>
<CAPTION>
                               THREE MONTHS ENDED            SIX MONTHS ENDED
                                   JANUARY 31,                  JANUARY 31,
                            -------------------------    -------------------------
                               1998          1997           1998          1997
                            -----------   -----------    -----------   -----------
                               (THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
<S>                         <C>           <C>            <C>           <C>
Net earnings..............  $    40,620   $    36,179    $    84,065   $    75,985
Preferred stock
  dividends...............         (205)         (205)          (410)         (410)
                            -----------   -----------    -----------   -----------
Net earnings used for
  basic and diluted
  earnings per share
  calculations............  $    40,415   $    35,974    $    83,655   $    75,575
                            ===========   ===========    ===========   ===========
 
Weighted average common
  shares
  outstanding -- used for
  basic earnings per
  share...................   46,087,621    46,475,643     46,059,790    46,522,907
Dilutive effect of stock
  options.................    1,180,035     1,088,196      1,178,416     1,122,378
                            -----------   -----------    -----------   -----------
Number of shares used for
  diluted earnings per
  share...................   47,267,656    47,563,839     47,238,206    47,645,285
                            ===========   ===========    ===========   ===========
 
Basic earnings per
  share...................  $      0.88   $      0.77    $      1.82   $      1.62
                            ===========   ===========    ===========   ===========
 
Diluted earnings per
  share...................  $      0.86   $      0.76    $      1.77   $      1.59
                            ===========   ===========    ===========   ===========
</TABLE>
 
                                        8
<PAGE>   9
 
                   PART I. FINANCIAL INFORMATION (CONTINUED)
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
 
     The Company reported sales of $973.8 million and $2.01 billion for the
second quarter and six months ended January 31, 1998 compared with $960.5
million and $2.01 billion for the prior year's periods, respectively. Operating
profit improved to $92.2 million and $188.2 million for the second quarter and
six months ended January 31, 1998 compared with $84.6 million and $176.2 million
for the corresponding periods of the prior fiscal year. Net earnings rose 12.3%
to $40.6 million for the quarter and 10.6% to $84.1 million for the six months
ended January 31, 1998. Corresponding amounts for the fiscal year 1997 periods
were $36.2 million and $76.0 million, respectively.
 
     Effective August 1, 1997, the Company's Information Systems businesses have
been reported as a separate segment. Accordingly, the segment information for
the second quarter and six months ended January 31, 1997 as discussed herein has
been restated to reflect this change.
 
     The Advanced Electronics segment reported sales and operating profit of
$365.0 million and $25.0 million for the second quarter of fiscal year 1998
compared with $349.0 million and $21.4 million, respectively, for the second
quarter of fiscal year 1997. Sales and operating profit for the six months of
the current fiscal year were $778.3 million and $52.1 million compared with
$719.8 million and $43.8 million, respectively, for the six months of fiscal
year 1997. The improvements in the results partly reflected the acquisition of
Racal Marine Group, a provider of marine electronic equipment, in February 1997.
Increased volume and production rate on programs in the integrated avionics
systems and radar warning systems businesses also contributed to the improved
results. Backlog for this segment at January 31, 1998 was $1.50 billion compared
with $1.61 billion at July 31, 1997.
 
     The Information Systems segment reported sales and operating profit of
$261.8 million and $15.1 million for the second quarter of fiscal year 1998
compared with $252.4 million and $17.2 million for the second quarter of fiscal
year 1997. For the six months of the current fiscal year, sales and operating
profit were $514.8 million and $32.5 million compared with $513.0 million and
$34.6 million for the six months of the prior fiscal year. Contributions from
the acquisition of SAI Technology in March 1997 were largely offset by a
slowdown in sales under the PRC Inc. subsidiary's ("PRC") Super-Minicomputer
program, which is an indefinite delivery/indefinite quantity contract with
various U.S. government agencies to provide computer systems integration and
networking solutions. Operating profit was also impacted by program technology
investments related to software used in mobile command and control systems and
displays and computer products. Going forward, these investments should allow
the Company to address new market opportunities. During the first six months of
fiscal year 1998, PRC received contract awards to provide software and systems
engineering, hardware, telecomunication services and technical support for
various U.S. government agencies. Funded backlog for the Information Systems
segment at January 31, 1998 was $666.5 million compared with $518.1 million at
July 31, 1997. In addition, PRC has unfunded backlog with potential contract
values of $1.8 billion at January 31, 1998 compared with $1.5 billion at July
31, 1997. As discussed in Note 4 of Notes to Consolidated Financial Statements,
the Company has signed a definitive purchase agreement to acquire TASC from
Primark Corporation. As a provider of information technology and services to
both federal and commercial customers, TASC will expand the Company's existing
information technology business base and allow the Company to address new
markets. This transaction is subject to approval by shareholders of Primark
Corporation and is expected to be completed in the third quarter of the current
fiscal year.
 
     The Marine Engineering and Production segment reported sales and operating
profit of $222.8 million and $29.1 million for the second quarter of fiscal year
1998 compared with $250.5 million and $29.9 million for the second quarter of
fiscal year 1997. The respective amounts for the six months of fiscal year 1998
were $461.4 million and $59.3 million compared with $549.7 million and $65.4
million for the six months of fiscal year 1997. The decline in sales reflected
lower construction activities on contracts nearing completion and contracts
completed during fiscal year 1997 including two Aegis destroyers and one LHD
class amphibious assault ship. Shortly after the end of the current quarter, the
Company completed and delivered another Aegis destroyer to the U.S. Navy. This
sales decline was partially offset by other contracts moving into more
 
                                        9
<PAGE>   10
 
advanced stages of production, including a seventh LHD class amphibious assault
ship and two Aegis destroyers. Operating margins improved as a result of
increased earnings rates on programs maturing in the production process and
continued cost reduction efforts. Current construction activities include two
LHD class amphibious assault ships, five Aegis destroyers and multiple deepwater
supply vessels for a commercial customer. Backlog for this segment at January
31, 1998 was $3.27 billion compared with $3.23 billion at July 31, 1997.
Subsequent to the end of the current quarter, the U.S. Navy awarded the Company
a contract to build six additional Aegis destroyers with options for two more.
This award has a potential contract value of over $2.8 billion inclusive of the
options if they are exercised.
 
     The Electronic Components and Materials segment reported sales and
operating profit of $139.7 million and $23.7 million for the second quarter of
the current fiscal year compared with $123.1 million and $16.8 million for the
prior year's period. Sales and operating profit for the six months of the
current fiscal year were $286.9 million and $45.8 million compared with $254.9
million and $33.7 million for the six months of the prior fiscal year. These
improvements were attributable to strong demand for this segment's commercial
electronics products used in the communications industries. Process improvements
and cost reduction efforts also contributed to the improved results.
 
     Net interest expense for the second quarter and six months ended January
31, 1998 amounted to $11.1 million and $21.3 million compared with $10.6 million
and $21.9 million for the prior year's periods, respectively. In the second
quarter of the current fiscal year, the Company incurred certain short-term
borrowings under available credit commitments in connection with a payment for
prior years' taxes of approximately $127 million. The interest portion of the
payment is deductible and will reduce estimated tax payments for fiscal year
1998. The Company expects to incur additional debt of approximately $400 million
to finance the previously mentioned acquisition of TASC. Accordingly, interest
expense is expected to be higher over the remainder of fiscal year 1998.
 
     The Company expects to generate the funds to acquire TASC by issuing debt
securities under previously filed Form S-3 Registration Statements and from
selling commercial paper. Management believes that cash flow from operations,
along with anticipated availability under credit commitments, will be sufficient
to meet operating requirements. Unused credit commitments under the existing
credit agreement at January 31, 1998 was $160 million.
 
     The Company is continuing its efforts to evaluate the extent of year 2000
issues through internal programs initiated to identify and resolve such issues.
Costs incurred to date have not been significant and the remaining costs to be
incurred are not expected to have a material impact on the consolidated
financial statements. The Company believes it will satisfactorily resolve its
year 2000 issues.
 
                                       10
<PAGE>   11
 
                           PART II. OTHER INFORMATION
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     The Registrant's 1997 Annual Meeting of Shareholders was held on December
4, 1997 in Beverly Hills, California.
 
     Proxies for the meeting were solicited on behalf of the Board of Directors
of the Company. There was no solicitation in opposition to the Board of
Directors' nominees for election of directors as listed in the Company's
definitive Proxy Statement dated October 27, 1997. All of the nominees were
elected as follows:
 
<TABLE>
<CAPTION>
                   NOMINEE                         FOR        WITHHELD
                   -------                      ----------    --------
<S>                                             <C>           <C>
Alton J. Brann................................  40,908,757    160,407
Michael R. Brown..............................  40,852,569    216,595
Joseph T. Casey...............................  40,806,797    262,367
Carol B. Hallett..............................  40,951,537    117,627
Orion L. Hoch.................................  40,807,801    261,363
David E. Jeremiah.............................  40,952,591    116,573
Rudolph E. Lang, Jr...........................  40,812,517    256,647
John M. Leonis................................  40,841,400    227,764
William P. Sommers............................  40,920,111    149,053
C. B. Thornton, Jr............................  40,958,456    110,708
</TABLE>
 
     In addition to electing directors, the shareholders voted to ratify the
appointment of Deloitte & Touche LLP as independent auditors by the following
votes: 40,997,496 shares "for," 40,126 shares "against," and 31,542 shares
"abstained."
 
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 
(a) Exhibits
 
        Exhibit 27:  Financial Data Schedule.
 
(b) Reports on Form 8-K: There were no reports on Form 8-K filed during the
    second quarter ended January 31, 1998.
 
                                       11
<PAGE>   12
 
                                   SIGNATURE
 
     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.
 
                                          LITTON INDUSTRIES, INC.
                                          (Registrant)
 
                                          By      /s/ CAROL A. WIESNER
                                            ------------------------------------
                                                      Carol A. Wiesner
                                               Vice President and Controller
                                                 (Chief Accounting Officer)
 
March 17, 1998
 
                                       12