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

Nov 16, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2010-11-15

Reporting Person: PETERS AULANA L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-15	Common Stock	M	3000	$43.98	Acquired	15475	Direct
2010-11-15	Common Stock	S	3000	$63.31	Disposed	12475	Direct
2010-11-15	Common Stock	M	3000	$50.03	Acquired	15475	Direct
2010-11-15	Common Stock	S	3000	$63.316	Disposed	12475	Direct
2010-11-15	Common Stock	M	3000	$44.75	Acquired	15475	Direct
2010-11-15	Common Stock	S	3000	$63.323	Disposed	12475	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-15	Stock Option (Right-to-Buy)	$43.98	M	3000	Disposed	2013-05-21	Common Stock (3000)	Direct
2010-11-15	Stock Option (Right-to-Buy)	$50.03	M	3000	Disposed	2014-05-21	Common Stock (3000)	Direct
2010-11-15	Stock Option (Right-to-Buy)	$44.75	M	3000	Disposed	2011-05-21	Common Stock (3000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12109	Indirect

Footnotes

F1: Represents the weighted average sale price of $63.31 rounded to the nearest tenth. The highest price at which the shares sold was $63.321 and the lowest price at which the shares sold was $63.302.

F2: Represents the weighted average sale price of $63.316 rounded to the nearest hundredth. The highest price at which the shares sold was $63.322 and the lowest price at which the shares sold was $63.302.

F3: Represents the weighted average sale price of $63.323 rounded to the nearest hundredth. The highest price at which the shares sold was $63.334 and the lowest price at which the shares sold was $63.321.

F4: Represents shares of common stock held in a stock unit account pursuant to the 1993 Stock Plan for Non-Employee Directors.