NORTHROP GRUMMAN CORP /DE/ — Director's Dealing 2013

Jan 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2012-12-31

Reporting Person: PETERS AULANA L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-31	Common Stock	J	604.0000	$67.5800	Acquired	18884.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3238.0000	Indirect

Footnotes

F1: Represents shares of common stock deferred into a stock unit account, including dividends, pursuant to the Northrop Grumman 2011 Long-Term Incentive Stock Plan in a transaction exempt pursuant to Rule 16b-3.

F2: Amount includes (i) 2,067 shares of common stock; and (ii) 16,817 shares of common stock held in a stock unit account pursuant to the Northrop Grumman 2011 Long-Term Incentive Stock Plan and the 1993 Stock Plan for Non-Employee Directors.