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

Sep 30, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2010-09-30

Reporting Person: KRAPEK KARL J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-30	Common Stock	J	1042	$60.63	Acquired	8212	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Direct

Footnotes

F1: Shares of common stock deferred into stock unit account pursuant to the 1993 Stock Plan for Non-Employee Directors in a transaction exempt pursuant to Rule 16b-3.

F2: Represents shares of common stock held in a stock unit account pursuant to the 1993 Stock Plan for Non-Employee Directors.