NORTHROP GRUMMAN CORP /DE/ — Director's Dealing 2015

Aug 21, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2015-08-19

Reporting Person: FRASER DARRYL M (Corp VP, Communications)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-19	Common Stock	J	3000.0000	$0.0000	Disposed	52024.0000	Direct
2015-08-19	Common Stock	J	3000.0000	$0.0000	Acquired	3000.0000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3831.6220	Indirect

Footnotes

F1: Transfer of shares to family trust.

F2: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of August 19, 2015. 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.