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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * ASHWORTH SID   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, Government Relations (Last) (First) (Middle) 1840 CENTURY PARK EAST 3. Date of Earliest Transaction (Month/Day/Year) 02/15/2011 (Street) LOS ANGELES, CA 90067 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 02/15/2011   A   9,862 A $ 69.14 36,762 (1) D   Common Stock 02/15/2011   A   9,862 A $ 69.14 46,624 (2) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (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

Stock Option (Right-to-Buy)

$ 69.14

02/15/2011

A

41,963

02/15/2012(3)

02/15/2018

Common Stock

41,963

$ 0

41,963

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ASHWORTH SID 1840 CENTURY PARK EAST LOS ANGELES, CA 90067			Corp VP, Government Relations

Signatures

/s/ Kathleen M. Salmas, Attorney-in-fact for Sid Ashworth		02/17/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Amount includes 16,900 unvested RPSRs granted under the LTISP on 11/11/10 with a measurement period ending on 12/31/12; 10,000 unvested RSRs granted under the LTISP on 11/11/10 with 50% vesting in second year following grant ending on 11/11/12, and the remaining 50% vesting in fourth year following grant ending on 11/11/14; 9,862 unvested RPSRs granted under the LTISP on 2/15/11, with the measurement period ending on 12/31/13. Grants awarded pursuant to Rule 16b-3(d).
(2)	Amount includes 16,900 unvested RPSRs granted under the LTISP on 11/11/10 with a measurement period ending on 12/31/12; 10,000 unvested RSRs granted under the LTISP on 11/11/10 with 50% vesting in second year following grant ending on 11/11/12, and the remaining 50% vesting in fourth year following grant ending on 11/11/14; 9,862 unvested RPSRs granted under the LTISP on 2/15/11, with the measurement period ending on 12/31/13; and 9,862 unvested RSRs granted under the LTISP on 2/15/11 and cliff vests 100% on the fourth anniversary from the grant date on 2/15/15. Grants awarded pursuant to Rule 16b-3(d).
(3)	The option vests over a period of three years to the extent of one-third (33%) annual equal installments on 2/15/12, 2/15/13 and 2/15/14.

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