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* PITTS JAMES F (Last) (First) (Middle) 1840 CENTURY PARK EAST (Street) LOS ANGELES CA 90067 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/01/2005	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) Corp VP & Pres, Electron. Sys.	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	30,800(1)	D

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)	12/16/2000(2)	12/16/2008	Common Stock	14,000	49.57	D
Stock Option (Right-to-Buy)	12/16/2000(2)	12/16/2008	Common Stock	14,000	44.06	D
Stock Option (Right-to-Buy)	08/15/2002(3)	08/15/2011	Common Stock	10,000	39.28	D
Stock Option (Right-to-Buy)	08/20/2003(4)	08/20/2012	Common Stock	15,000	57.4	D
Stock Option (Right-to-Buy)	08/20/2004(5)	08/20/2013	Common Stock	16,000	47.11	D
Stock Option (Right-to-Buy)	06/14/2005(6)	06/14/2014	Common Stock	18,000	52.48	D
Stock Option (Right-to-lBuy)	10/01/2006(7)	10/01/2015	Common Stock	12,000	54.35	D

Explanation of Responses:

1. Total includes 6,800 unvested Restricted Performance Stock Rights (RPSRs) granted under the 2001 Long-Term Incentive Stock Plan ("LTISP") on 8/20/02 with the valuation of performance measurement period ("measurement period") ending on 12/31/2005; 6,000 unvested RPSRs granted under the 2001 LTISP on 8/20/03 with the measurement period ending on 12/31/06; 7,000 unvested RPSRs granted under the 2001 LTISP on 2/16/05 with the measurement period endidng on 12/31/07; 4,200 RPSRs granted under the 2001 LTISP on 10/1/05 with the measurement period ending on 12/31/06; and 6,800 RPSRs granted under the 2001 LTISP on 10/1/05 with the measurement period ending on 12/31/07.

2. This option was granted on 12/16/98 and vests in four annual equal installments commencing on the second anniversary following grant date. The first installment vested on 12/16/2000.

3. This option was granted on 8/15/01 and vests in four annual equal installments commencing on the first anniversary following the grant date. The first installment vested on 8/15/02.

4. This option was granted on 8/20/02 and vests in four annual equal installments commencing on the first anniversary following the grant date. The first installment vested on 8/20/03.

5. This option was granted on 8/20/03 and vests in four annual equal installments commencing on the first anniversary following the grant date. The first installment vested on 8/20/04.

6. This option was granted on 6/14/04 and vests in four annual equal installments commencing on the first anniversary following the grant date. The first installment vested on 6/14/05.

7. This option was granted on 10/1/05 and vests in four annual equal installments commencing on the first anniversary following the grant date.

	Kathleen M. Salmas, Attorney in fact for James F. Pitts	10/04/2005
	** 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).
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