Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  FLACH GLORIA A
 2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2010		 3. Issuer Name and Ticker or Trading Symbol
NORTHROP GRUMMAN CORP /DE/ [NOC]
(Last)
(First)
(Middle)
1840 CENTURY PARK EAST		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CORP VP. PRES, ENT,SH SVCS
 5. If Amendment, Date Original Filed(Month/Day/Year)
03/02/2010
(Street)

LOS ANGELES, CA 90067		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 38,579 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right-to-Buy) 02/16/2011(2) 02/16/2017 Common Stock 54,550 $ 59.56 D  
Stock Option (Right-to-Buy) 02/17/2010(3) 02/17/2016 Common Stock 6,536 $ 44.99 D  
Stock Option (Right-to-Buy) 10/01/2005(4) 10/01/2014 Common Stock 800 $ 53.7 D  
Stock Option (Right-to-Buy) 06/14/2005(4) 06/14/2014 Common Stock 3,000 $ 52.485 D  
Stock Option (Right-to-Buy) 08/20/2004(4) 08/20/2013 Common Stock 3,000 $ 47.11 D  
Stock Option (Right-to-Buy) 08/20/2003(4) 08/20/2012 Common Stock 2,700 $ 57.4 D  
Stock Option (Right-to-Buy) 08/15/2002(4) 08/15/2011 Common Stock 3,000 $ 39.28 D  
Stock Option (Right-to-Buy) 05/16/2002(5) 05/16/2010 Common Stock 1,426 $ 38.13 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FLACH GLORIA A
1840 CENTURY PARK EAST
LOS ANGELES, CA 90067		       CORP VP. PRES, ENT,SH SVCS  

Signatures

/s/ Kathleen M. Salmas, Attorney-in-fact for Gloria A. Flach 03/02/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Total amount includes 4,636 unvested Restricted Performance Stock Rights (RPSRs) granted under the 2001 Long-Term Incentive Stock Plan (LTISP) on 2/27/08 with a valuation of performance measurement period ("measurement period") ending on 12/31/10; 11,873 unvested RPSRs granted under the LTISP on 2/17/09 with measurement period ending on 12/31/11; and 12,900 unvested RPSRs granted under the LTISP on 2/16/10 with measurement period ending on 12/31/12. RPSR grants awarded pursuant to Rule 16b-3(d)(3).
(2) The option vests over a period of three years to the extent of one-third (33%) annual equal installments on 2/16/11, 2/16/12 and 2/16/13.
(3) The option vests over a period of three years to the extent of one-third (33%) annual equal installments on 2/17/10, 2/17/11 and 2/17/12.
(4) The option vests in four equal installments (25%) on each anniversary of grant date.
(5) The option vests on 2nd anniversary of grant date.

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