NORTHROP GRUMMAN CORP /DE/ — Director's Dealing 2010

May 24, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2010-05-20

Reporting Person: MILLS LINDA A (Corp. VP & Pres Info Sys)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-20	Common Stock	J	5053	$0.00	Disposed	60650	Direct
2010-05-20	Common Stock	J	5053	$0.00	Acquired	14408.5828	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8335.190	Indirect

Footnotes

F1: Transfer of shares to trust.

F2: Total amount includes 9750 unvested Restricted Performance Stock Rights (RPSRs) granted under the 2001 Long-Term Incentive Stock Plan (LTISP) on 2/27/08 with a valuation of performance measurement period ("measurement period") ending on 12/31/10; 21,900 unvested RPSRs granted under the 2001 LTISP on 2/17/09, with the measurement period ending on 12/31/11; and 29,000 unvested RPSRs granted under the 2001 LTISP on 2/16/10, with the measurement period ending on 12/31/12. Grants awarded pursuant to Rule 16b-3(d).

F3: Amount includes 451.5828 dividend reinvestment shares acquired through March 10, 2010 which transactions are exempt from Section 16 and not reportable under Rule 16a-11.

F4: Held in the Northrop Grumman Savings and Investment Plan, a qualified profit sharing plan, as of April 30, 2010. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a decrease in units attributable to an individual though no disposition occurred.