FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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 *

Warden Kathy J 		2. Issuer Name and Ticker or Trading Symbol

NORTHROP GRUMMAN CORP /DE/ [ NOC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and COO
(Last)          (First)          (Middle)

2980 FAIRVIEW PARK DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/19/2018
(Street)

FALLS CHURCH, VA 22042
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Performance Stock Rights     (1) 9/19/2018     A      13016.0000         (1)   (1) Common Stock   13016.0000   $0.0000   46346.0000   (2) D    
Restricted Stock Rights     (3) 9/19/2018     A      4943.0000         (3)   (3) Common Stock   4943.0000   $0.0000   19691.0000   (4) D    

Explanation of Responses:
(1)  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 application performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d).
(2)  Total amount includes (i) 12,710 unvested RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/17/16 with a measurement period ending on 12/31/18; (ii) 10,676 unvested RPSRs granted under the LTISP on 2/17/17 with a measurement period ending on 12/31/19; (iii) 9,944 unvested RPSRs granted under the LTISP on 2/13/18 with a measurement period ending on 12/31/20; and (iv) 13,016 unvested RPSRs granted under the LTISP on 9/19/18 with a measurement period ending on 12/31/20.
(3)  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.
(4)  Total amount includes (i) 5,767 unvested RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; (ii) 4,465 unvested RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; (iii) 4,516 unvested RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; and (iv) 4,943 unvested RSRs granted under the LTISP on 2/19/18 that will vest on 9/19/21.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Warden Kathy J
2980 FAIRVIEW PARK DRIVE
FALLS CHURCH, VA 22042 		X
President and COO

Signatures
/s/ Jennifer C. McGarey, Attorney-in-Fact 9/21/2018
** 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 4(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.
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