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

Nov 12, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2010-11-10

Reporting Person: ERVIN GARY W. (Corp VP & Pres Aerospace Sys)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-10	Common Stock	M	2000	$49.03	Acquired	85724.5	Direct
2010-11-10	Common Stock	S	2000	$65.07	Disposed	83724.5	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-10	Stock Option (Right-to-Buy)	$49.03	M	2000	Disposed	2011-12-20	Common Stock (2000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5988.3197	Indirect

Footnotes

F1: Total amount includes 11,400 unvested Restricted Performance Stock Rights (RPSRs) granted under the 2001 Long-Term Incentive Stock Plan (LTISP) on 2/27/08 with the valuation of performance measurement period ("measurement period") ending 12/31/10; 21,900 unvested RPSRs granted under the 2001 LTISP on 2/17/09, with measurement period ending on 12/31/11; and 31,600 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).

F2: Held in the Northrop Grumman Savings and Investment Plan, a qualified profit sharing plan, as of October 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.