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 ^*

Bedingfield Kenneth L

2. Date of Event Requiring Statement (MM/DD/YYYY) 2/3/2015

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, CFO /

(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	6643.0000	D

*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	⁽¹⁾	⁽¹⁾	Common Stock	17459.0000 ⁽²⁾	⁽¹⁾	D
Restricted Stock Rights	⁽³⁾	⁽³⁾	Common Stock	15203.0000 ⁽⁴⁾	⁽³⁾	D

Explanation of Responses:
( 1)	Each Restricted Performance Stock Right ("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).
( 2)	Total amount includes 6,572 unvested RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/15/12 with a valuation performance measurement period ("measurement period") ended 12/31/14; 7,006 unvested RPSRs granted under the LTISP on 2/20/13 with a measurement period ending 12/31/15; and 3,881 unvested RPSRs granted under LTISP on 2/19/14 with a measurement period ending 12/31/16. Grants awarded pursuant to Rule 16b-3(d).
( 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 2,816 unvested RSRs granted under the LTISP on 2/15/12 that will vest on 2/15/15; 4,650 unvested RSRs granted under the LTISP on 2/15/12 that will vest on 2/15/15; 3,071 unvested RSRs granted under the LTISP on 7/19/12 that will vest on 7/19/15; 3,003 unvested RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16; and 1,663 unvested RSRs granted under the LTISP on 2/19/14 that will vest on 2/19/17. Grants awarded pursuant to Rule 16b-3(d).

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bedingfield Kenneth L 2980 FAIRVIEW PARK DRIVE FALLS CHURCH, VA 22042			Corp VP, CFO

Signatures
/s/ Jennifer C. McGarey, Attorney-in-Fact		2/5/2015
^** 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.