NOC Northrop Grumman Corp Holding Co

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) Chairman, CEO and President
(Last)          (First)          (Middle) 2980 FAIRVIEW PARK DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 2/16/2021
(Street) FALLS CHURCH, VA 22042 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 2/18/2021	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)	2/16/2021		A		33653.0000 (2)		(1)	(1)	Common Stock	33653.0000	$0.0000	117222.0000	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 valuation of performance measurement period ("measurement period").
(2)	The RSPRs acquired include (i) 497.2 vested RPSRs with respect to the measurement period ended 12/31/20 acquired due to settlement of the RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/13/18 that resulted in settlement at 105% of the target award; (ii) 650.8 vested RPSRs with respect to the measurement period ended 12/31/20 acquired due to settlement of the RPSRs granted under the LTISP on 9/19/18 that resulted in settlement at 105% of the target award; and (iii) 32,505 unvested RPSRs granted under the LTISP on 2/16/21 with a measurement period ending on 12/31/23. A total of 24,108 shares were issued in settlement of the 2018 RPSRs with a measurement period that ended 12/31/20, and the target award amount of a total of 22,960 RPSRs was previously reported in connection with the grants of the 2018 RPSRs.

Remarks: Due to technical issues, a footnote was omitted from the reporting person's Form 4 filed on February 18, 2021. The row reported in Table II of this amended Form 4 is provided for purposes of adding the omitted footnote. This amended Form 4 does not reflect the grant of any additional RPSRs. None of the information previously reported in the tables on February 18, 2021 has changed.

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

Signatures
/s/ Jennifer C. McGarey, Attorney-in-Fact		2/26/2021
**Signature of Reporting Person		Date