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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Purvis Shawn N

2. Date of Event Requiring Statement (MM/DD/YYYY)
1/1/2018 

3. Issuer Name and Ticker or Trading Symbol

NORTHROP GRUMMAN CORP /DE/ [NOC]

(Last)        (First)        (Middle)

2980 FAIRVIEW PARK DRIVE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
CVP, President, Enterprise Svc /

(Street)

FALLS CHURCH, VA 22042       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


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   4274.5500   D    
Common Stock   2377.6294   I   Held in Northrop Grumman Savings & Investment Plan   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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
Restricted Performance Stock Rights     (2)   (2) Common Stock   3654.0000   (3)   (2) D    
Restricted Stock Rights     (4)   (4) Common Stock   1566.0000   (5)   (4) D    

Explanation of Responses:
(1)  Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of December 31, 2017. 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.
(2)  Each RPSR represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the Issuer's election, cash or a combination of cash and Issuer common stock. The RPSRs vest if the applicable performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d).
(3)  Total amount includes (i) 1,409 unvested RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/18/15 with a measurement period ending on 12/31/17; (ii) 1,248 unvested RPSRs granted under the LTISP on 2/17/16 with a measurement period ending on 12/31/18; and (iii) 997 unvested RPSRs granted under the LTISP on 2/17/17 with a measurement period ending on 12/31/19. Grants awarded pursuant to Rule 16b-3(d).
(4)  Each Restricted Stock Right ("RSR") represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the election of the Issuer's Compensation Committee, cash or a combination of cash and Issuer common stock.
(5)  Total amount includes (i) 604 unvested RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; (ii) 535 unvested RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; and (iii) 427 unvested RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20. Grants awarded pursuant to Rule 16b-3(d).

Remarks:
poapurvis.txt

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Purvis Shawn N
2980 FAIRVIEW PARK DRIVE
FALLS CHURCH, VA 22042


CVP, President, Enterprise Svc

Signatures
/s/ Jennifer C. McGarey, Attorney-in-Fact 1/8/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Northrop Grumman (NYSE:NOC)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Northrop Grumman Charts.
Northrop Grumman (NYSE:NOC)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Northrop Grumman Charts.