<PAGE>   1
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 15, 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 APRIL 30, 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 May 29, 1998 there were 46,134,989 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 APRIL 30, 1998
 
<TABLE>
<CAPTION>
                                                                         PAGE
                                                                        NUMBER
                                                                        ------
<S>       <C>                                                           <C>
PART I. FINANCIAL INFORMATION
 
  Item 1. Financial Statements
 
          Consolidated Statements of Operations
            Nine months ended April 30, 1998 and 1997.................     3
 
          Consolidated Statements of Operations
            Three months ended April 30, 1998 and 1997................     4
 
          Consolidated Balance Sheets
            April 30, 1998 and July 31, 1997..........................     5
 
          Consolidated Statements of Cash Flows
            Nine months ended April 30, 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 1. Legal Proceedings...........................................    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>
                                                                 NINE MONTHS ENDED
                                                                     APRIL 30,
                                                              ------------------------
                                                                 1998          1997
                                                              ----------    ----------
<S>                                                           <C>           <C>
Sales and Service Revenues..................................  $3,155,887    $3,104,954
Costs and Expenses
  Cost of sales.............................................   2,426,367     2,439,790
  Selling, general and administrative.......................     367,830       333,331
  Depreciation and amortization.............................     107,823       101,965
  Interest -- net...........................................      35,729        33,238
                                                              ----------    ----------
          Total.............................................   2,937,749     2,908,324
                                                              ----------    ----------
Earnings before Taxes on Income.............................     218,138       196,630
Taxes on Income.............................................     (87,255)      (78,653)
                                                              ----------    ----------
          Net Earnings......................................  $  130,883    $  117,977
                                                              ==========    ==========
Earnings per Share:
  Basic.....................................................  $     2.82    $     2.53
                                                              ==========    ==========
  Diluted...................................................  $     2.75    $     2.47
                                                              ==========    ==========
</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
                                                                     APRIL 30,
                                                              ------------------------
                                                                 1998          1997
                                                              ----------    ----------
<S>                                                           <C>           <C>
Sales and Service Revenues..................................  $1,143,037    $1,095,607
Costs and Expenses
  Cost of sales.............................................     885,143       864,580
  Selling, general and administrative.......................     127,171       115,001
  Depreciation and amortization.............................      38,264        34,692
  Interest -- net...........................................      14,430        11,347
                                                              ----------    ----------
          Total.............................................   1,065,008     1,025,620
                                                              ----------    ----------
Earnings before Taxes on Income.............................      78,029        69,987
Taxes on Income.............................................     (31,211)      (27,995)
                                                              ----------    ----------
          Net Earnings......................................  $   46,818    $   41,992
                                                              ==========    ==========
Earnings per Share:
  Basic.....................................................  $     1.01    $     0.90
                                                              ==========    ==========
  Diluted...................................................  $     0.98    $     0.89
                                                              ==========    ==========
</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>
                                                              APRIL 30,      JULY 31,
                                                                 1998          1997
                                                              ----------    ----------
<S>                                                           <C>           <C>
ASSETS
Current Assets
  Cash and marketable securities............................  $   59,980    $   19,894
  Accounts receivable, net..................................     818,611       666,867
  Inventories less progress billings........................     555,469       629,206
  Deferred tax assets.......................................     413,223       414,177
  Prepaid expenses..........................................      28,841        30,272
                                                              ----------    ----------
          Total Current Assets..............................   1,876,124     1,760,416
                                                              ----------    ----------
Property, Plant and Equipment -- at cost....................   1,604,495     1,559,636
  Less accumulated depreciation.............................    (957,204)     (905,091)
                                                              ----------    ----------
Property, Plant and Equipment, Net..........................     647,291       654,545
                                                              ----------    ----------
Goodwill and Other Intangibles, Net.........................   1,086,905       737,554
                                                              ----------    ----------
Other Assets and Long-term Investments......................     424,190       367,171
                                                              ----------    ----------
          Total Assets......................................  $4,034,510    $3,519,686
                                                              ==========    ==========
 
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities
  Accounts payable..........................................  $  813,143    $  869,880
  Payrolls and related expenses.............................     232,241       211,686
  Taxes on income...........................................      84,208        94,102
  Short-term debt...........................................     333,035       147,182
  Contract liabilities and customer deposits................     329,274       316,406
                                                              ----------    ----------
          Total Current Liabilities.........................   1,791,901     1,639,256
                                                              ----------    ----------
Long-term Obligations.......................................     770,744       507,344
                                                              ----------    ----------
Postretirement Benefit Obligations Other than Pensions......     205,315       205,331
                                                              ----------    ----------
Deferred Tax and Other Long-term Liabilities................     101,840       128,736
                                                              ----------    ----------
Shareholders' Investment
  Capital stock
     Voting preferred stock -- Series B.....................       2,053         2,053
     Common stock...........................................      46,190        45,996
  Additional paid-in capital................................     314,054       301,839
  Retained earnings.........................................     845,706       730,019
  Cumulative currency translation adjustment................     (43,293)      (40,888)
                                                              ----------    ----------
          Total Shareholders' Investment....................   1,164,710     1,039,019
                                                              ----------    ----------
          Total Liabilities and Shareholders' Investment....  $4,034,510    $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>
                                                                NINE MONTHS ENDED
                                                                    APRIL 30,
                                                              ----------------------
                                                                1998         1997
                                                              ---------    ---------
<S>                                                           <C>          <C>
Cash and cash equivalents at beginning of period............  $   4,144    $  77,105
                                                              ---------    ---------
Operating activities
  Net earnings..............................................    130,883      117,977
  Adjustments to reconcile net earnings to net cash provided
    by operating activities
     Depreciation and amortization..........................    107,823      101,965
     Changes in assets and liabilities
       Accounts receivable..................................    (51,506)      28,220
       Inventory............................................     55,930      (50,286)
       Prepaid expenses.....................................      6,695       (1,992)
       Accounts payable.....................................    (78,421)     (81,026)
       Payrolls and related expenses........................      6,961       (3,440)
       Deferred and current taxes on income.................    (44,625)      13,182
       Contract liabilities and customer deposits...........     17,697       44,974
     Other operating activities.............................    (25,680)     (33,491)
                                                              ---------    ---------
Cash provided by operating activities.......................    125,757      136,083
                                                              ---------    ---------
Investing activities
  Purchase of businesses....................................   (445,483)     (93,945)
  Purchase of capital assets................................    (72,751)     (68,551)
  Proceeds from sale of capital assets......................      5,679       37,463
  Other investing activities................................    (11,612)      (7,277)
                                                              ---------    ---------
Cash used for investing activities..........................   (524,167)    (132,310)
                                                              ---------    ---------
Financing activities
  Proceeds from issuance of long-term obligations...........    296,839       33,038
  Change in short-term obligations, net.....................    149,991        6,547
  Other financing activities................................     (8,334)     (39,369)
                                                              ---------    ---------
Cash provided by financing activities.......................    438,496          216
                                                              ---------    ---------
Resulting in increase in cash and cash equivalents..........     40,086        3,989
                                                              ---------    ---------
Cash and cash equivalents at end of period..................  $  44,230    $  81,094
                                                              =========    =========
 
Supplemental disclosure of cash flow information
  Interest paid.............................................  $  41,237    $  41,647
  Net income taxes paid.....................................  $ 116,848    $  73,693
 
Reconciliation to Consolidated Balance Sheet at April 30, 1998:
  Cash and cash equivalents.................................  $  44,230
  Marketable securities.....................................     15,750
                                                              ---------
          Total cash and marketable securities..............  $  59,980
                                                              =========
</TABLE>
 
          See accompanying notes to consolidated financial statements.
                                        6
<PAGE>   7
 
                LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                        NINE MONTHS ENDED APRIL 30, 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 nine months ended April 30, 1998 are
   not necessarily indicative of operating results for the entire year.
 
2. The components of inventory balances are summarized below:
 
<TABLE>
<CAPTION>
                                                      APRIL 30,      JULY 31,
                                                         1998          1997
                                                      ----------    ----------
                                                       (THOUSANDS OF DOLLARS)
<S>                                                   <C>           <C>
Raw materials and work in progress..................  $  994,516    $  987,717
Finished goods......................................      55,361        51,196
                                                      ----------    ----------
                                                       1,049,877     1,038,913
Less progress billings..............................    (494,408)     (409,707)
                                                      ----------    ----------
Net inventories.....................................  $  555,469    $  629,206
                                                      ==========    ==========
</TABLE>
 
3. Interest (expense) income is shown below:
 
<TABLE>
<CAPTION>
                                   NINE MONTHS ENDED       THREE MONTHS ENDED
                                       APRIL 30,               APRIL 30,
                                  --------------------    --------------------
                                    1998        1997        1998        1997
                                  --------    --------    --------    --------
                                             (THOUSANDS OF DOLLARS)
<S>                               <C>         <C>         <C>         <C>
Interest expense................  $(41,047)   $(39,421)   $(16,292)   $(13,493)
Interest income.................     5,318       6,183       1,862       2,146
                                  --------    --------    --------    --------
Net interest expense............  $(35,729)   $(33,238)   $(14,430)   $(11,347)
                                  ========    ========    ========    ========
</TABLE>
 
4. On April 1, 1998, the Company completed the acquisition of TASC, Inc.("TASC")
   from Primark Corporation for a preliminary purchase price of $432 million in
   cash. TASC is a leading provider of information technology and services to
   the national intelligence sector, the Department of Defense and non-defense
   and commercial customers. The acquisition has been accounted for under the
   purchase method of accounting and reflected herein based upon preliminary
   allocations of the purchase price which is subject to finalization. This
   acquisition has resulted in an increase to goodwill of approximately $365
   million, to be amortized over forty years.
 
                                        7
<PAGE>   8
                LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                        NINE MONTHS ENDED APRIL 30, 1998
 
5. The Company adopted Statement of Financial Accounting Standards No. 128,
   "Earnings per Share" ("SFAS 128"), 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            NINE MONTHS ENDED
                                                APRIL 30,                     APRIL 30,
                                        --------------------------    --------------------------
                                           1998           1997           1998           1997
                                        -----------    -----------    -----------    -----------
                                            (THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
<S>                                     <C>            <C>            <C>            <C>
   Net earnings.......................  $    46,818    $    41,992    $   130,883    $   117,977
   Preferred stock dividends..........         (206)          (206)          (616)          (616)
                                        -----------    -----------    -----------    -----------
   Net earnings used for basic and
      diluted earnings per share
      calculations....................  $    46,612    $    41,786    $   130,267    $   117,361
                                        ===========    ===========    ===========    ===========
 
   Weighted average common shares
      outstanding -- used for basic
      earnings per share..............   46,278,410     46,250,502     46,132,610     46,438,005
   Dilutive effect of stock options...    1,204,327        915,748      1,187,053      1,053,501
                                        -----------    -----------    -----------    -----------
   Number of shares used for diluted
      earnings per share..............   47,482,737     47,166,250     47,319,663     47,491,506
                                        ===========    ===========    ===========    ===========
 
   Basic earnings per share...........  $      1.01    $      0.90    $      2.82    $      2.53
                                        ===========    ===========    ===========    ===========
 
   Diluted earnings per share.........  $      0.98    $      0.89    $      2.75    $      2.47
                                        ===========    ===========    ===========    ===========
</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 $1.14 billion and $3.16 billion for the third
quarter and nine months ended April 30, 1998 compared with $1.10 billion and
$3.10 billion for the prior year's periods, respectively. Operating profit
improved to $106.8 million and $294.9 million for the third quarter and nine
months ended April 30, 1998 compared with $95.0 million and $271.2 million for
the corresponding periods of the prior fiscal year. Net earnings rose 11.5% to
$46.8 million for the quarter and 10.9% to $130.9 million for the nine months
ended April 30, 1998. Corresponding amounts for the fiscal year 1997 periods
were $42.0 million and $118.0 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 third quarter and nine months ended April 30, 1997 as discussed herein has
been restated to reflect this change.
 
     The Advanced Electronics segment reported sales and operating profit of
$407.8 million and $29.2 million for the third quarter of fiscal year 1998
compared with $419.8 million and $26.7 million, respectively, for the third
quarter of fiscal year 1997. Sales and operating profit for nine months of the
current fiscal year were $1.19 billion and $81.3 million compared with $1.14
billion and $70.6 million, respectively, for the nine months of fiscal year
1997. The improvements in sales and operating profit for the nine months of the
current year were primarily attributable to higher volume on programs in the
integrated avionics systems and radar warning systems businesses and the
acquisition of Racal Marine Group, a provider of marine electronic equipment, in
February 1997. Sales for the current year's third quarter decreased slightly
while operating margins improved as a result of reduced program costs in certain
defense electronics programs. Backlog for this segment at April 30, 1998 was
$1.48 billion compared with $1.61 billion at July 31, 1997.
 
     The Information Systems segment reported sales and operating profit of
$314.6 million and $16.3 million for the third quarter of fiscal year 1998
compared with $279.4 million and $18.9 million for the third quarter of fiscal
year 1997. For the nine months of the current fiscal year, sales and operating
profit were $829.4 million and $48.8 million compared with $792.3 million and
$53.5 million for the nine months of the prior fiscal year. The increase in
sales was mainly due to the acquisitions of TASC in April 1998 as described in
Note 4 of Notes to Consolidated Financial Statements and SAI Technology in March
1997. The contributions from these acquisitions were mitigated by lower volume
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 investments in new programs and technology
made to address new market opportunities associated with software used in mobile
command and control systems and displays and computer products. Firm backlog at
April 30, 1998 for the Information Systems segment increased to $956.2 million
from $518.1 million at July 31, 1997 due mainly to the acquisition of TASC. In
addition, TASC and PRC have unfunded backlog with potential contract values of
$2.0 billion at April 30, 1998 compared with $1.5 billion for PRC at July 31,
1997.
 
     The Marine Engineering and Production segment reported sales and operating
profit of $279.5 million and $36.6 million for the third quarter of fiscal year
1998 compared with $286.2 million and $34.8 million for the third quarter of
fiscal year 1997. The respective amounts for the nine months of fiscal year 1998
were $740.9 million and $95.8 million compared with $835.9 million and $100.1
million for the nine months of fiscal year 1997. The decline in sales reflected
contracts completed during fiscal year 1997 and lower construction activities on
contracts nearing completion including an Aegis destroyer delivered during the
current quarter and a LHD class amphibious assault ship delivered shortly
thereafter. This sales decline was partially offset by other contracts moving
into more advanced stages of production, including a seventh LHD class
amphibious assault ship and three Aegis destroyers. Operating margins improved
as a result of increased earnings rates on programs maturing in the production
process and continued production efficiencies. Current construction activities
include four Aegis destroyers, one LHD class amphibious assault ship, and
multiple deepwater supply vessels for a commercial customer. During the current
quarter, the U.S. Navy awarded the
 
                                        9
<PAGE>   10
 
Company a contract to build six additional Aegis destroyers with options for two
more, which was the primary reason for the increase in backlog to $3.78 billion
at April 30, 1998 from $3.23 billion at July 31, 1997.
 
     The Electronic Components and Materials segment reported sales and
operating profit of $155.9 million and $26.7 million for the third quarter of
the current fiscal year compared with $128.4 million and $17.7 million for the
prior year's period. Sales and operating profit for the nine months of the
current fiscal year were $442.8 million and $72.4 million compared with $383.4
million and $51.4 million for the nine months of the prior fiscal year. These
improvements were driven by continued strong demand for this segment's
commercial electronics products used in the communications and computer
industries. Process improvements and cost reduction efforts also contributed to
the improved results.
 
     Net interest expense for the third quarter and nine months ended April 30,
1998 amounted to $14.4 million and $35.7 million compared with $11.3 million and
$33.2 million for the prior year's periods, respectively. To finance the
acquisition of TASC in April 1998, the Company issued $100 million principal
amount of 6.05% Senior Notes due 2003, $200 million principal amount of 6.75%
Senior Debentures due 2018 and sold commercial paper. In the second quarter of
the current fiscal year, the Company also incurred short-term borrowings in
connection with a payment of prior years' taxes. The payment included interest
which is deductible and, therefore, reduces estimated tax payments for fiscal
year 1998.
 
     Cash and marketable securities amounted to $60.0 million at April 30, 1998
compared with $19.9 million at July 31, 1997. Management believes that cash flow
from operations, along with availability under credit commitments, will be
sufficient to meet operating requirements.
 
     In March 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 98-1, "Accounting for the Costs
of Computer Software Developed or Obtained for Internal Use." SOP 98-1 is
effective for the Company in its fiscal year 2000 and will require the
capitalization of certain costs incurred in connection with developing or
obtaining software for internal use. In April 1998, the AICPA issued SOP 98-5,
"Reporting on the Costs of Start-Up Activities." SOP 98-5 is also effective for
the Company in its fiscal year 2000 and will require that certain costs
associated with start-up activities and organization costs be expensed as
incurred. The Company does not expect the adoption of these statements to have a
material impact on its consolidated financial statements.
 
     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 1. LEGAL PROCEEDINGS
 
     Litton is suing Honeywell, Inc. ("Honeywell") for patent infringement
relating to the manufacture of ring laser gyro navigation systems which are used
in commercial aircraft. After trial of that case in the U.S. District Court for
the Central District of California, on August 31, 1993, the jury rendered a
verdict in favor of Litton in the amount of $1.2 billion. On January 9, 1995,
the District Court released a Memorandum of Decision finding Litton's patent
invalid and rejecting the jury verdict. Litton appealed to the U.S. Court of
Appeals for the Federal Circuit. On July 3, 1996, the Court of Appeals rendered
a decision reversing the District Court's decision, finding the patent valid and
infringed by Honeywell. The Court of Appeals reinstated the jury's verdict on
liability including the findings of interference with contract and prospective
business advantage and ordered a new trial on the amount of damages sustained by
Litton in the District Court. On March 17, 1997, the U.S. Supreme Court vacated
the Court of Appeals ruling and remanded the case to the Court of Appeals for
further consideration in view of the Supreme Court's decision in Warner-Jenkins
Co. v. Hilton Davis Chemical Co. On September 30, 1997, a hearing took place
before the Court of Appeals. On April 7, 1998, the Court of Appeals reversed its
prior order remanding the case to the District Court for a new trial on damages
only. Instead, the Court of Appeals ordered a new trial on liability and damages
for the patent and interference with contract and prospective business advantage
claims. On April 21, 1998, Litton filed a motion asking the Court of Appeals to
reconsider its April 7 decision or for a hearing before the entire court.
Honeywell has filed opposition to the motion.
 
     Litton is also suing Honeywell on antitrust grounds in the same U.S.
District Court. On February 29, 1996, a jury rendered a verdict in favor of
Litton. On July 25, 1996, the District Court upheld the jury's verdict that
Honeywell attempted to illegally monopolize and did monopolize the market for
inertial reference systems for large commercial air transport, commuter and
business aircraft. However, the District Court declined to enter the $234
million jury verdict on the basis that Litton's damage study as presented failed
to disaggregate damages between illegal and legal acts. A new trial limited to
the issue of the amount of damages sustained by Litton attributable to
Honeywell's unlawful conduct has been ordered by the District Court. The
District Court set a trial date of October 13, 1998.
 
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 
(a) Exhibits
 
        Exhibit 4.1: Indenture dated as of April 13, 1998 between the Company
                     and The Bank of New York, Trustee, under which the 6.05%
                     Senior Notes due 2003 and the 6.75% Senior Debentures due
                     2018 were issued and related Officers' Certificates.
 
        Exhibit 4.2: $400,000,000 Credit Agreement dated March 27, 1998 among
                     Litton Industries, Inc., a group of banks and Morgan
                     Guaranty Trust Company of New York, as Agent.
 
        Exhibit 27:  Financial Data Schedule.
 
(b) Reports on Form 8-K:
 
    In a report filed on Form 8-K dated April 7, 1998, the Company submitted an
    underwriting agreement in connection with the public offering on April 13,
    1998 of $100 million principal amount of 6.05% Senior Notes due April 15,
    2003 and $200 million principal amount of 6.75% Senior Debentures due April
    15, 2018.
 
                                       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)
 
June 15, 1998
 
                                       12