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

Mar 7, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2013-03-06

Reporting Person: Hardesty Michael A (Corp VP, Controller & CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-06	Common Stock	S	3500.0000	$64.9600	Disposed	10960.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	365.5600	Indirect

Footnotes

F1: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 20, 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.