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

Aug 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2013-08-02

Reporting Person: BUSH WESLEY G (Director, Chairman, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-02	Common Stock	S	40000.0000	$94.9355	Disposed	0.0000	Indirect
2013-08-02	Common Stock	S	40000.0000	$94.9355	Disposed	0.0000	Indirect
2013-08-02	Common Stock	S	40000.0000	$94.9355	Disposed	0.0000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5139.6760	Indirect
Common Stock	372603.0000	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 6, 2013.

F2: Represents the weighted average sale price of $94.94 rounded to the nearest hundredth. The highest price at which the shares were sold was $96.10 and the lowest price at which the shares were sold was $93.43. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.

F3: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of July 26, 2013. 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.