Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  PITTS JAMES F
 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]
(Last)
(First)
(Middle)
1840 CENTURY PARK EAST		 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 Original Filed(Month/Day/Year)
(Street)

LOS ANGELES, CA 90067		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PITTS JAMES F
1840 CENTURY PARK EAST
LOS ANGELES, CA 90067		       Corp VP & Pres, Electron. Sys.  

Signatures

Kathleen M. Salmas, Attorney in fact for James F. Pitts 10/04/2005
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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