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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  LIVANOS ALEXANDER C
 2. Date of Event Requiring Statement (Month/Day/Year)
02/07/2005		 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. Space Tech.
 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 32,000 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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) 02/17/2004(2) 02/17/2013 Common Stock 12,000 $ 46.09 D  
Stock Option (Right-to-Buy) 08/20/2004(3) 08/20/2013 Common Stock 8,000 $ 47.11 D  
Stock Option (Right-to-Buy) 06/14/2005(4) 06/14/2014 Common Stock 14,000 $ 52.485 D  
Stock Option (Right-to-Buy) 02/07/2006(5) 02/07/2015 Common Stock 16,000 $ 53.1 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LIVANOS ALEXANDER C
1840 CENTURY PARK EAST
LOS ANGELES, CA 90067		       Corp. VP & Pres. Space Tech.  

Signatures

Kathleen M. Salmas, Attorney-in-fact for Alexander C. Livanos 02/07/2005
**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 5,000 unvested Restricted Performance Stock Rights (RPSRs) granted under the 2001 Long-Term Incentive Stock Plan ("LTISP") on 2/17/03, with a valuation of performance measurement period ("measurement period") that commenced 1/1/03, ending 12/31/05; 4,000 unvested RPSRs granted under the 2001 LTISP on 8/20/03 with a measurement period that commenced 1/1/03, ending 12/31/06; 7,000 unvested RPSRs granted under the 2001 LTISP on 2/7/05 with a measurement period that commenced 1/1/05, ending 12/31/06; and 16,000 unvested RPSRs granted under the 2001 LTSIP on 2/7/05 with a measurement period that commenced 1/1/05, ending 12/31/07.
(2) The option was granted on 2/17/03 and vests in four equal annual installments commencing on 2/17/04.
(3) The option was granted on 8/20/03 and vests in four equal annual installments commencing on 8/20/04.
(4) The option was granted on 6/14/04 and vests in four equal annual installments commencing on 6/14/05.
(5) The option was granted on 2/7/05 and vests in four equal annual installments commencing on 2/7/06.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.