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

Jan 4, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2009-12-31

Reporting Person: FRANK STEPHEN E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-31	Common Stock	J	687	$55.85	Acquired	7683	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1000	Direct

Footnotes

F1: Shares of common stock deferred into stock unit account, including dividends, 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.