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* Jones Christopher T (Last) (First) (Middle) 2980 FAIRVIEW PARK DRIVE (Street) FALLS CHURCH VA 22042 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2013	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 Tech Svcs	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	1,312.56	I	Held in Northrop Grumman Savings & Investment Plan(1)

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
Restricted Performance Stock Rights	(2)	(2)	Common Stock	10,281(3)	(2)	D
Restricted Stock Rights	(4)	(4)	Common Stock	13,277(5)	(4)	D
SEP Units	(6)	(6)	Common Stock	284.332	(7)	D

Explanation of Responses:

1. Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of December 31, 2012. 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.

2. Each Restricted Performance Stock Right ("RPSR") represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the election of the Issuer's Compensation Committee, cash or a combination of cash and Issuer common stock. The RPSRs vest if the applicable performance metric is satisfied for the applicable performance period.

3. Total amount includes 1,170 unvested RPSRs granted under the 2001 Long-Term Incentive Stock Plan ("2001 LTISP") on 2/15/11 with a valuation of performance measurement period ("measurement period") ending on 12/31/12; 5,005 unvested RPSRs granted under the 2001 LTISP on 2/15/11 with a measurement period ending on 12/31/13; and 4,106 unvested RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/15/12 with a measurement period ending on 12/31/14. Grants awarded pursuant to Rule 16b-3(d).

4. Each Restricted Stock Right ("RSR") represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the election of the Issuer's Compensation Committee, cash or a combination of cash and Issuer common stock.

5. Total amount includes 11,517 unvested RSRs granted under the LTISP on 7/19/12 that will vest on 7/19/15, and 1,760 unvested RSRs granted under the LTISP on 2/15/12 that will vest on 2/15/15. Grants awarded pursuant to Rule 16b-3(d).

6. SEP units are payable in cash following termination of the Reporting Person's employment with the Issuer.

7. SEP units credited under the Northrop Grumman Savings Excess Plan (the "SEP Plan"), a non-qualified deferred compensation plan, as of December 31, 2012. The value of each unit is based on the price of Issuer common stock, although share totals with respect to the SEP Plan are based upon unit accounting and therefore may reflect a decrease in units attributable to an individual though no disposition occurred.

Remarks:

poa_jones.txt

	/s/ Jennifer C. McGarey, Attorney-in-Fact	01/08/2013
	** 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.
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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 12th day of September, 2012.



/s/ Christopher T. Jones
Christopher T. Jones