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* AGEE JERRY B (Last) (First) (Middle) 1840 CENTURY PARK EAST (Street) LOS ANGELES CA 90067 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/16/2005	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) Other (specify below) Acting Pres., Mission Systems	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)
Common Stock	16,000(1)	D
Common Stock	5,298.892	I	See footnote.(2)

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
Stock Option (Right-to-Buy)	02/04/1998(3)	02/03/2007	Common Stock	2,144	46.79	D
Stock Option (Right-to-Buy)	02/11/1999(4)	02/10/2008	Common Stock	2,144	49.85	D
Stock Option (Right-to-Buy)	02/10/2000(5)	02/09/2009	Common Stock	1,608	46.67	D
Stock Option (Right-to-Buy)	04/26/2001(6)	04/25/2010	Common Stock	16,072	54.11	D
Stock Option (Right-to-Buy)	12/11/2002(7)	02/19/2012	Common Stock	8,572	34.54	D
Stock Option (Right-to-Buy)	08/20/2004(8)	08/20/2013	Common Stock	12,000	47.11	D
Stock Option (Right-to-Buy)	06/14/2005(9)	06/14/2014	Common Stock	12,000	52.485	D

Explanation of Responses:

1. Total includes 4,000 unvested Restricted Performance Stock Rights (RPSRs) granted under the 2001 Long-Term Incentive Stock Plan (LTISP) on 5/21/03, with the valuation of performance measurement period ("measurement period") ending on 12/31/05; 6,000 unvested RPSRs granted under the 2001 LTISP on 8/20/03, with the measurement period ending on 12/31/06; and 6,000 unvested RPSRs granted under the 2001 LTISP on 2/16/05, with the measurement period ending on 12/31/07. Grants awarded pursuant to Rule 16b-3(d).

2. Held in the Northrop Grumman Savings and Investment Plan, a qualified profit sharing plan, as of August 15, 2005. 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.

3. This option, originally a TRW Inc. option granted on 2/4/97 and vesting in three equal annual installlments, was fully-vested immediately upon Northrop Grumman Corporation's acquisition of TRW Inc. on 12/11/02.

4. This option, originally a TRW Inc. option granted on 2/11/98 and vesting in three equal annual installlments, was fully-vested immediately upon Northrop Grumman Corporation's acquisition of TRW Inc. on 12/11/02.

5. This option, originally a TRW Inc. option granted on 2/10/99 and vesting in three equal annual installlments, was fully-vested immediately upon Northrop Grumman Corporation's acquisition of TRW Inc. on 12/11/02.

6. This option, originally a TRW Inc. option granted on 4/26/00 and vesting in three equal annual installments, was fully-vested immediately upon Northrop Grumman Corporation's acquisition of TRW Inc. on 12/11/02.

7. This option, originally a TRW Inc. option granted on 2/20/02 and vesting in three equal annual installments, was fully-vested immediately upon Northrop Grumman Corporation's acquisition of TRW Inc. on 12/11/02.

8. This option was granted on 8/20/03, and vests in four equal annual installments following the date of the grant.

9. This option was granted on 6/14/04, and vests in four equal annual installments following the date of the grant.

	Kathleen M. Salmas, Attorney- in-fact for Jerry B. Agee	08/23/2005
	** Signature of Reporting Person	Date
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