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Director's Dealing 2013

Mar 6, 2013

29899_dirs_2013-03-06_6c8ea7d2-cecd-4141-ba80-458323b4469c.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2013-03-05

Reporting Person: Felsinger Donald E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-05	Common Stock	J	770.0000	$64.7500	Acquired	770.0000	Indirect
2013-03-05	Common Stock	J	1550.0000	$64.8700	Acquired	1550.0000	Indirect
2013-03-05	Common Stock	J	1550.0000	$64.8750	Acquired	1550.0000	Indirect
2013-03-05	Common Stock	J	770.0000	$64.8100	Acquired	770.0000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	23887.0000	Direct

Footnotes

F1: Purchase of shares into family trust.

F2: 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.