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 *

DAVIS LISA R 		2. Issuer Name and Ticker or Trading Symbol

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

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Corp VP, Communications
(Last)          (First)          (Middle)

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

2/17/2017
(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
Common Stock   2/17/2017     M    1865.0700   (1) A $0.0000   1865.0700   D    
Common Stock   2/17/2017     F    682.0000   (2) D $243.5800   1183.0700   D    

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     (3) 2/17/2017     A      3696.0700   (4)        (3)   (3) Common Stock   3696.0700   $0.0000   9501.0700   (5) D    
Restricted Performance Stock Rights     (3) 2/17/2017     M         1865.0700   (1)     (3)   (3) Common Stock   1865.0700   $0.0000   7636.0000   (6) D    
Restricted Stock Rights     (7) 2/17/2017     A      1276.0000         (7)   (7) Common Stock   1276.0000   $0.0000   4648.0000   (8) D    

Explanation of Responses:
( 1)  Shares issued in settlement of Restricted Performance Stock Rights ("RPSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/19/14 with a valuation of performance measurement period ("measurement period") ended 12/31/16. The RPSRs were settled at 153% of target.
( 2)  Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e)
( 3)  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).
( 4)  The RPSRs acquired include (i) 646.07 vested RPSRs with respect to the measurement period ended 12/31/16 acquired due to settlement of the 2014 RPSRs held at 153% of the target award and (ii) 3,050 unvested RPSRs granted under the LTISP on 2/17/17 with a measurement period ending on 12/31/19.
( 5)  Total amount includes 1,865.07 vested RPSRs granted under the LTISP on 7/29/14 with a measurement period ended on 12/31/16; 3,050 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; 3,631 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; and 955 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17.
( 6)  Total amount includes 3,050 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; 3,631 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; and 955 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17.
( 7)  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. The RSRs were granted under the LTISP on 2/17/17 and will vest on 2/17/20.
( 8)  Total amount includes 1,276 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 1,648 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; 409 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; and 1,315 RSRs granted under the LTISP on 7/29/14 that vested on 7/29/17.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DAVIS LISA R
2980 FAIRVIEW PARK DRIVE
FALLS CHURCH, VA 22042

Corp VP, Communications

Signatures
/s/ Jennifer C. McGarey, Attorney-in-Fact 2/22/2017
** 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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