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^*

MILLS LINDA A

(Last)

(First)

(Middle)

1840 CENTURY PARK EAST

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2008

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. Info. Tech.

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	19,350⁽¹⁾	D⁽¹⁾
Common Stock	1,090	I	Trustee: Linda Anne Mills Living Trust U/A 3/27/00
Common Stock	7,605.7946	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (Option-to-Buy)	04/26/2001⁽³⁾	04/25/2010	Common Stock	10,714	$54.11	D
Stock Option (Option-to-Buy)	02/11/2002⁽⁴⁾	02/19/2012	Common Stock	8,572	$34.54	D
Stock Option (Option-to-Buy)	08/20/2004⁽⁵⁾	08/20/2013	Common Stock	7,000	$47.11	D
Stock Option (Option-to-Buy	06/14/2005⁽⁶⁾	06/14/2014	Common Stock	8,000	$52.485	D

Explanation of Responses:

1. Total includes 3,600 vested Restricted Performance Stock Rights (RPSRs) granted under the 2001 Long-Term Incentive Stock Plan (LTISP) on 2/16/05 with a valuation of performance measurement period ("measurement period") that ended on 12/31/07; 7,000 unvested RPSRs granted under the LTISP on 2/15/06 with a measurement period ending on 12/31/08; and 8,750 unvested RPSRs granted under the LTISP on 2/28/07 with a measurement period ending on 12/31/09. 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 January 29, 2008. 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, granted on 4/26/00, vests in three annual installments from the date of the grant and became exercisable to the extent of one-third (33%) of the optioned shares on 4/26/01.

4. This option, granted on 2/20/02, became 100% vested and exercisable on 12/11/02 due to change in control.

5. This option, granted on 8/20/03, became first exercisable on 8/20/04 with vesting schedule of one-fourth (25%) annual installments of the optioned shares commencing from the date of grant. The vesting schedule accelerated to 100% on 9/30/05.

6. This option, granted on 6/14/04, became first exercisable on 6/14/05 with vesting schedule of one-fourth (25%) annual installments of the optioned shares commencing from the date of grant. The vesting schedule accelerated to 100% on 9/30/05.

	/s/ Kathleen M. Salmas, Attorney-in-fact for Linda A. Mills	02/04/2008
	** 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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