SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Larson Blake E

(Last) (First) (Middle)
2980 FAIRVIEW PARK DRIVE

(Street)
FALLS CHURCH VA 22042

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/06/2018
3. Issuer Name and Ticker or Trading Symbol
NORTHROP GRUMMAN CORP /DE/ [ NOC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) X Other (specify below)
Vice President / Corp VP & Pres, NGIS
5. If Amendment, Date of 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
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)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Remarks:
poalarson.txt
No securities are beneficially owned.
/s/ Jennifer C. McGarey, Attorney-in-Fact 06/14/2018
** 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 Number.
POWER OF ATTORNEY


	KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and 
appoints each of Sheila C. Cheston and Jennifer C. McGarey, signing singly, the 
undersigned's true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in the undersigned's capacity 
as officer of Northrop Grumman Corporation (the "Company"), Forms 3, 4, and 5 in
  accordance with Section 16(a) of the Securities Exchange Act of 1934 and the 
rules thereunder;
       
(2)	do and perform any and all acts for and on behalf of the undersigned which 
may be necessary or desirable to complete and execute any such form 3, 4, or 5 
and timely file such form with the United States Securities and Exchange 
Commission and any stock exchange or similar authority; and
       
(3)	take any other action of any type whatsoever in connection with the 
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, 
in the best interest of, or legally required by, the undersigned, it being 
understood that the documents executed by such attorney-in-fact on behalf of the
  undersigned pursuant to this Power of Attorney shall be in such form and shall
  contain such terms and conditions as such attorney-in-fact may approve in such
  attorney-in-fact's
 discretion.
       
        The undersigned hereby grants to each such attorney-in-fact full power 
and authority to do and perform any and every act and thing whatsoever 
requisite, necessary, or proper to be done in the exercise of any of the rights 
and powers herein granted, as fully to all intents and purposes as the 
undersigned might or could do if personally present, with full power of 
substitution or revocation, hereby ratifying and confirming all that such 
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall 
lawfully do or cause to be done by virtue of this power of attorney and the 
rights and powers herein granted. The undersigned acknowledges that the 
foregoing attorneys-in-fact, in serving in such capacity at the request of the 
undersigned, are not assuming, nor is the Company assuming, any of the 
undersigned's responsibilities to comply with Section 16 of the Securities 
Exchange Act of 1934.
       
        This Power of Attorney shall remain in full force and effect until the 
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the 
undersigned's holdings of and transactions in securities issued by the Company, 
unless earlier revoked by the undersigned in a signed writing delivered to the 
foregoing attorneys-in-fact.
       
        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
  be executed as of this 7th day of June, 2018.
       
       
       
   /s/ Blake Larson
 Blake Larson