Initial Statement of Beneficial Ownership (3)

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 ^*

Hardesty Michael A

2. Date of Event Requiring Statement (MM/DD/YYYY) 2/7/2013

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)
Corp VP, Controller & CAO /

(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	4619.0000	D
Common Stock	365.5900	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)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Performance Stock Rights	⁽²⁾	⁽²⁾	Common Stock	20216.0000 ⁽³⁾	⁽²⁾	D
Restricted Stock Rights	⁽⁴⁾	⁽⁴⁾	Common Stock	6510.0000 ⁽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 February 6, 2013. 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 Restricted Performance Stock Right ("RPSR") 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 RPSRs vest if the applicable performance metric is satisfied for the applicable three-year performance period.
( 3)	Total amount includes 7,906 RPSRs granted under the 2001 Long-Term Incentive Stock Plan ("2001 LTISP") on 2/16/10 with a valuation of performance measurement period ("measurement period") ended on 12/31/12; 6,067 unvested RPSRs granted under the 2001 LTISP on 2/15/11 with a measurement period ending on 12/31/13; and 6,243 unvested RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP) on 2/15/12 with a measurement period ending on 12/31/14. 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 2,676 unvested RSRs granted under the LTISP on 2/15/12 that will vest on 2/15/15 and 3,834 unvested RSRs granted under the LTISP on 2/6/13 that will vest on 2/6/16. Grants awarded pursuant to Rule 16b-3(d).

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Hardesty Michael A 2980 FAIRVIEW PARK DRIVE FALLS CHURCH, VA 22042			Corp VP, Controller & CAO

Signatures
/s/ Jennifer C. McGarey, Attorney-in-Fact		2/12/2013
^** 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.