Exhibit 3.3

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION


Northrop Grumman Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

         FIRST: That at a meeting of the Board of Directors of Northrop Grumman
Corporation resolutions were duly adopted setting forth a proposed amendment to
the Certificate of Incorporation of said corporation, declaring said amendment
to be advisable and calling a meeting of the stockholders of said corporation
for consideration thereof. The resolution setting forth the proposed amendment
is as follows:

RESOLVED, That the Certificate of Incorporation of this corporation be amended
by changing the Fourth Article, Paragraph 1 thereof so that, as amended said
Article and Paragraph shall be and read as follows:

                  "FOURTH: 1. The total number of shares of stock which the
                  Corporation shall have authority to issue is Four Hundred Ten
                  Million (410,000,000), consisting of Four Hundred Million
                  (400,000,000) shares of Common Stock, par value One Dollar
                  ($1.00) per share (the "Common Stock"), and Ten Million
                  (10,000,000) shares of Preferred Stock, par value One Dollar
                  ($1.00) per share (the "Preferred Stock").


         SECOND: That thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.

         THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

IN WITNESS WHEREOF, said Northrop Grumman Corporation has caused this
Certificate to be signed by John H. Mullan, its Corporate Vice President and
Secretary, this 21st day of May 2001.


                                    By John H. Mullan
                                       ----------------------------------------
                                       Corporate Vice President and Secretary


Los Angeles, California