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

Mar 15, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2010-03-12

Reporting Person: YSLAS STEPHEN D (Corp. VP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-12	Common Stock	S	632	$64.02	Disposed	90693	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3427.839	Indirect

Footnotes

F1: Represents the weighted average sale price of $64.0187 rounded to the nearest tenth. The highest price at which the shares were sold was $64.022 and the lowest price at which the shares were sold was $64.012.

F2: Total amount includes 8,150 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; 7,000 unvested RPSRs granted under the 2001 LTISP on 1/1/09 with measurement period ending on 12/31/10; 15,850 unvested RPSRs granted under the 2001 LTISP on 2/17/09 with measurement period ending on 12/31/11; and 16,750 unvested RPSRs granted under the 2001 LTISP on 2/16/10 with measurement period ending on 12/31/12. Grants awarded pursuant to Rule 16b-3(d).

F3: Held in the Northrop Grumman Savings and Investment Plan, a qualified profit sharing plan, as of January 29, 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.