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                                                                    EXHIBIT 3.2

[LITTON LOGO]

                                  Amendment to
                        Restated and Amended By-laws of
                            Litton Industries, Inc.
                            Adopted December 4, 1997


RESOLVED, that Article III of the By-laws of the Corporation be and hereby is
amended and restated to include the following new Sections:

SECTION 6.  AUDIT AND COMPLIANCE COMMITTEE -
   (a) The Audit and Compliance Committee shall be charged with oversight of
   the Corporation's accounting and compliance functions. The Committee shall
   review and recommend outside auditors to the Board of Directors; determine
   the scope of the audit; review and monitor internal accounting procedures;
   review the responsibilities of internal audit staff; approve compensation for
   outside auditors; and review and monitor the ethics and compliance programs
   of the Corporation. The specific duties of the Committee shall be determined
   by resolution of the Board of Directors at its organization meeting.

   (b) The Committee shall consist of at least three independent (non-employee)
   directors who shall be chosen by the full Board of Directors. Members shall
   serve until their resignation or removal by the Board. The Committee shall
   meet at least four times each calendar year. The Committee shall keep regular
   minutes of its proceedings and report the same to the Board of Directors when
   required.

SECTION 7.  COMPENSATION AND SELECTION COMMITTEE -
   (a) The Compensation and Selection Committee shall review and recommend
   benefit programs for executive officers of the Corporation; and shall approve
   and report to the full Board of Directors on the executive compensation
   package, including base annual salary, annual bonus awards, long-term
   incentive awards, and all other compensation or perquisites, for all members
   of the senior executive staff of the Corporation. The specific duties of the
   Committee shall be determined by resolution of the Board of Directors at its
   organization meeting.

   (b) The Committee shall consist of not less than three independent
   (non-employee) directors chosen by the full Board of Directors. Members shall
   serve until their resignation or removal by the Board of Directors. The
   Committee shall meet at least twice each calendar year. The Committee shall
   keep regular minutes of its proceedings and report the same to the Board of
   Directors when required.

SECTION 8.  NOMINATING COMMITTEE -
   (a) The Nominating Committee shall identify, review and recommend
   candidates for election to the Board of Directors. The Committee shall review
   the qualifications of all candidates and, when a vacancy occurs on the Board


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of Directors, shall present to the Chairman of the Board or the full Board of
Directors, a list of qualified candidates for consideration. The specific
duties of the Committee shall be determined by resolution of the Board of
Directors at its organization meeting.

(b) The Committee shall consist of the Chairman or Chief Executive Officer or
President and not less than three independent (non-employee) directors chosen
by the full Board of Directors. Members shall serve until their resignation or
removal by the Board of Directors. The Committee shall meet as often as
necessary to fulfill its duties but in no event less than once each calendar
year. The Committee shall keep regular minutes of its proceedings and report
the same to the Board of Directors when required.

RESOLVED FURTHER, that the Sections within Article III of the By-laws of the
Corporation shall be renumbered as necessary to accommodate the inclusion of
the new sections; and

RESOLVED FURTHER, that Article IV of the By-laws of the Corporation be and
hereby is amended to add the following new provisions to Section 4:

(f) CHIEF FINANCIAL OFFICER - The Chief Financial Officer shall provide and
maintain, subject to the direction of the Board of Directors, financial and
accounting controls over the business and affairs of the Corporation. The Chief
Financial Officer shall maintain adequate records of the assets, liabilities
and financial transactions of the Corporation, and shall direct the preparation
of financial statements, reports and analyses. The Chief Financial Officer
shall perform such other duties and exercise such other powers as are incident
to such function, subject to the control of the Board of Directors.

(g) CHIEF LEGAL OFFICER - The Chief Legal Officer (General Counsel) shall be in
charge of the Corporation's legal affairs. The Chief Legal Officer shall advise
the Board and/or the officers of the Corporation on such legal matters and
prepare such reports as may be required by them. The Chief Legal Officer shall
perform such other duties and exercise such other powers as are incident to
such function, subject to the control of the Board of Directors.