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

May 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2013-05-01

Reporting Person: MILLS LINDA A (Corp. VP, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-01	Common Stock	M	45000.0000	$41.1400	Acquired	71544.0000	Direct
2013-05-01	Common Stock	S	45000.0000	$76.2600	Disposed	26544.0000	Direct
2013-05-02	Common Stock	J	26544.0000	$0.0000	Disposed	0.0000	Direct
2013-05-02	Common Stock	J	26544.0000	$0.0000	Acquired	70414.5231	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-01	Stock Option (Right-to-buy)	$41.1400	M	45000.0000	Disposed	2016-02-17	Common Stock (45000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12270.7090	Indirect

Footnotes

F1: Represents the weighted average sale price of $76.26 rounded to the nearest hundredth. The highest price at which the shares were sold was $76.31 and the lowest price at which the shares were sold was $76.22. 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.

F2: Transfer of shares to trust.

F3: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of May 1, 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.

F4: The option is fully exercisable.