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                          May 4, 2022

       Kathy Warden
       Chief Executive Officer
       Northrop Grumman Corp.
       2980 Fairview Park Drive
       Falls Church, Virginia 22042

                                                        Re: Northrop Grumman
Corp.
                                                            Registration
Statement on Form S-4
                                                            Filed April 28,
2022
                                                            File No. 333-264549

       Dear Ms. Warden:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you
       that the company and its management are responsible for the accuracy and
adequacy of their
       disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

                                                        Please contact Gregory
Herbers at 202-551-8028 with any questions.




                          Sincerely,


                          Division of Corporation Finance

                          Office of Manufacturing
       cc:                                              C. Daniel Haaren