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

Jan 17, 2013

SEC Form 4/A — Form 4/A

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	617.0000	$67.5800	Acquired	18897.0000	Direct

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 pusuant to Rule 16b-3. Amendment reflects the correct number of shares distributed.

F2: Amount includes (i) 2,067 shares of common stock; and (ii) 16,830 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. Amended total now includes the correct number of shares distributed.