Company Name: Northrop Grumman Corp.
Public Availability Date: February 14, 2008

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
APPENDIX
INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

February 14, 2008

VIA FACSIMILE
(202) 772-9201

Mr. Wil Hines
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Re: Shareholder Proposal Submitted by Lucian Bebchuk for Inclusion in Northrop Grumman Corporation's 2008 Proxy Statement

Dear Mr. Hines:

Attached is a letter received today from Lucian Bebchuk stating that he is withdrawing his shareholder proposal for inclusion in Northrop Grumman Corporation's 2008 Proxy Statement. Therefore, Northrop Grumman withdraws its request to the Securities and Exchange Commission for a No-Action Letter.

Sincerely yours,

/s/

Stephen D. Yslas

Enclosure

cc: Lucian Bebchuk
Fax: (617) 812-0554

[INQUIRY LETTER]

February 6, 2008

VIA OVERNIGHT MAIL AND FACSIMILE

Securites and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, DC 20549

Re: Shareholder Proposal Submitted by Lucian Bebchuk for Inclusion in Northrop Grumman Corporation's 2007 Proxy Statement

Ladies and Gentlemen,

This letter is submitted on behalf of our client, Lucian Bebchuk ("Bebchuk") in connection with the shareholder proposal which Bebchuk submitted to Northrop Grumman Corporation ("Northrop" or the Company") for inclusion in the Company's 2008 Proxy Statement (the "Proposal"),

We have received a letter dated January 17, 2008 from Northrop Grumman to the Staff of the Division of Corporation Finance (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission") requesting the Staff's concurrence that it will not commence enforcement if the Company excludes the Proposal from its 2008 Proxy Statement (the "No-Action Request"). Please be advised that we intend to submit a response to the No-Action Request, which we will provide to the Commission no later than Friday, February 15, 2008.

Please contact me in the event that you require our response before the above-specified date or if the proposed timing of our response is otherwise unacceptable.

Sincerely,

/s/

Michael J. Barry

cc: Stephen D. Yslas (via fax)

[INQUIRY LETTER]

November 29, 2007

VIA TELECOPY AND VIA OVERNIGHT MAIL

John H. Mullan

Corporate Secretary
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, CA 90067

Re: Shareholder Proposal of Lucian Bebchuk

Dear Mr. Mullan:

I am the owner of 50 shares of common stock of Northrop Grumman Corporation (the "Company"), which I have continuously held for more than 1 year as of today's date. I intend to continue to hold these securities through the date of the Company's 2008 annual meeting of shareholders.

Pursuant to Rule 14a-8, I enclose herewith a shareholder proposal and supporting statement (the "Proposal") for inclusion in the Company's proxy materials and for presentation to a vote of shareholders at the Company's 2008 annual meeting of shareholders.

Please let me know if you would like to discuss the Proposal or if you have any questions.

Sincerely,

/s/

Lucian Bebchuk

[APPENDIX]

It is hereby RESOLVED that pursuant to Section 109 of the Delaware General Corporation Law, 8 Del. C. 109, and Section 8.04 of Article VIII of the Corporation's Bylaws, the Corporation's Bylaws are hereby amended by adding a new Section 6.07 to Article VI as follows:

Section 6.07. Stockholder Rights Plans.

(a) Notwithstanding anything in these Bylaws to the contrary, the amendment of any Stockholder Rights Plan which has the effect of extending the term of the Stockholder Rights Plan or any rights or options provided thereunder shall require the approval of three quarters of the members of the Board of Directors, and any Stockholder Rights Plan adopted after the effective date of this Section shall expire if not so amended no later than one year following the later of the date of its adoption and the date of its last such amendment.

(b) Paragraph (a) of this Section shall not apply to any Stockholder Rights Plan ratified by the stockholders.

(c) "Stockholder Rights Plan" refers in this Section to any stockholder rights plan, rights agreement or any other form of "poison pill" which is designed to or has the effect of making an acquisition of large holdings of the corporation's shares of, stock more difficult or expensive.

(d) Nothing in this by-law should be construed to permit or validate any decision by the Board of Directors to adopt or amend a Stockholder Rights Plan that would be otherwise prohibited or invalid.

This Bylaw amendment shall be effective immediately and automatically as of the date it is approved by the vote of stockholders in accordance with Section 8.04 of Article VIII of the Corporation's Bylaws.

SUPPORTING STATEMENT:

Statement of Professor Lucian Bebchuk: I believe that it is undesirable for a poison pill not ratified by the stockholders to remain in place indefinitely without periodic determinations by the Board that maintaining the pill continues to be advisable. I also believe that a Board should not extend the life of a poison pill beyond one year without stockholder ratification when a significant fraction of the directors do not support such an extension.

The proposed Bylaw would not preclude the Board from maintaining a poison pill not ratified by the stockholders for as long as the Board deems necessary consistent with the exercise of its fiduciary duties. The proposed Bylaw would ensure that the Board not do so without considering, within one year following the last decision to adopt or extend the poison pill, whether continuing to maintain the poison pill is desirable. The proposed Bylaw would also ensure that the Board not adopt or extend a poison pill if less than 75% of the directors support doing so. The proposed Bylaw would not place limits on the use of poison pills ratified by the stockholders, and it would not permit or validate any decisions to adopt or extend poison pills that would otherwise be prohibited or invalid.

I urge you to vote "yes" to support the adoption of this proposal.

[INQUIRY LETTER]

January 17, 2008

Office of Chief Counsel
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

RE: Northrop Grumman Corporation - Omission of the Shareholder Proposal of Lucian Bebchuk Pursuant to Rule 14a-8

Ladies and Gentlemen:

Northrop Grumman Corporation, a Delaware corporation (the "Company"), has received a stockholder proposal (the "Proposal") from Lucian Bebchuk (the "Proponent"). The Proposal is attached hereto as Exhibit A. The purpose of this letter is to advise the Staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "Commission") that the Company intends to exclude the Proposal from the definitive proxy materials (the "Proxy Materials") for the 2008 Annual Meeting of Stockholders. The Company intends to file the Proxy Materials with the Commission and mail such materials to the Company's stockholders no earlier than 80 days after the date of this letter. In accordance with Rule 14a-8(j), by copy of this letter, the Company has notified Mr. Bebchuk of the Company's intention to omit the Proposal from the Proxy Materials. The Company has also enclosed six copies of this letter and the exhibits hereto.

I. Summary

The Proposal, attached hereto as Exhibit A, asks the stockholders of the Company to amend the Bylaws of the Company (the "Bylaws") to adopt a new section specifying that "the amendment of any Stockholder Rights Plan which has the effect of extending the term of the Stockholder Rights Plan or any rights or options provided thereunder shall require the approval of three quarters of the members of the Board of Directors, and any Stockholder Rights Plan adopted after the effective date of this Section shall expire if not so amended no later than one year following the later of the date of its adoption and the date of its last such amendment." The preceding provision would apply to every "Stockholder Rights Plan" adopted by the Company unless it is "ratified" by the stockholders. A "Stockholder Rights Plan" is defined as "any stockholder rights plan, rights agreement or any other form of `poison pill' which is designed to or has the effect of making an acquisition of large holdings of the corporation's shares of stock more difficult or expensive."

The Company believes the Proposal may be omitted:

Pursuant to Rule 14a-8(i)(2), because it would cause the Company to violate the laws of Delaware, which is the Company's jurisdiction of incorporation;

Pursuant to Rule 14a-8(i)(1), because it is not a proper subject for action by the Company stockholders under Delaware law; and

Pursuant to Rule 14a-8(i)(3), because the Proposal is materially false and misleading as well as vague and indefinite.

The opinion of the Delaware law firm, Morris, Nichols, Arsht & Tunnell LLP, attached hereto as Exhibit B, sets forth a detailed analysis of the relevant Delaware law, and states the opinion that (i) the Proposal would cause the Company to violate Delaware law, if adopted by the Company stockholders, (ii) the Proposal is not a proper subject for action by the Company stockholders under Delaware law and (iii) in the Proponent's supporting statement, he misstates what the effect of the Proposal would be if it were adopted by the stockholders.

II. The Proposal May be Omitted Because, if Adopted by the Company's Shareholders, it Would Violate Delaware Law.

Rule 14a-8(i)(2) permits an issuer to omit a shareholder proposal from its proxy materials where it would, "if implemented, cause the company to violate any state, federal, or foreign law to which it is subject." The Proposal, if adopted, would cause the Company to violate Delaware law in three separate respects.

(A) Article SEVENTH of the Company's certificate of incorporation, a copy of which is attached as Exhibit C hereto (the "Certificate"), specifies that "[t]he business and affairs of the ... [Company] shall be managed by and under the direction of the Board of Directors." The Proposal asks the Company's shareholders to amend the Bylaws in a way that will circumscribe the board's authority with respect to a potentially broad category of "poison pills," that are "designed to or [have] ... the effect of making an acquisition of large holdings of the corporation's shares more difficult or expensive." Delaware courts have interpreted language in Section 141(a) of the Delaware General Corporation Law (the "DGCL") that is nearly identical to language in the Certificate to mean that the types of actions encompassed in the definition of a Stockholder Rights Plan are under the purview of the Board's power to manage the Company. To restrict director power in the manner envisioned by the Proposal is therefore a serious encroachment upon the managerial authority vested in the Board by the Certificate. The Proponent's bylaw is inconsistent with the Certificate and would therefore be invalid if adopted in light of Section 109(b) of the DGCL (which states that the bylaws may contain any provision "not inconsistent with law or with the certificate of incorporation").

The Company notes that the Staff has employed Rule 14a-8(i)(2) (and its predecessor provision) as a basis for not recommending enforcement action where a proposal is excluded because it urges the adoption of a bylaw that is contrary to the certificate of incorporation. See AlliedSignal, Inc., SEC No-Action Letter, 1999 WL 44511 (Jan. 29, 1999) (declining to recommend enforcement action regarding omission of a proposed bylaw that would require a simple majority vote in order for stockholders to take action on all matters because such bylaw would conflict with the provisions in the certificate of incorporation and the DGCL that require a greater vote on certain actions); Weirton Steel Corporation, SEC No-Action Letter, 1995 WL 107126 (Mar. 14, 1995), and affirmed, 1995 WL 150685 (Apr. 3, 1995) (declining to recommend enforcement action regarding omission of a proposal asking stockholders to amend the bylaws to allow stockholders to fill director vacancies because the certificate of incorporation provided that only directors could fill such vacancies); Radiation Care, Inc., SEC No-Action Letter, 1994 WL 714997 (Dec. 22, 1994) (declining to recommend enforcement action regarding omission of a proposed bylaw that was of "questionable validity" because it specified, contrary to a provision in the certificate of incorporation, that such bylaw could be amended only by stockholders).1 Because the Proposal clearly contradicts the Certificate, it should likewise be omitted from the Proxy Materials pursuant to Rule 14a-8(i)(2).

(B) Because the Proposal purports to require either annual renewal by the Board or stockholder ratification of a Stockholder Rights Plan, the adoption of the Proposal would cause the Company to violate Section 141(a) of the DGCL. Under the Proposal's extremely broad definition of "Stockholder Rights Plan," the Board might arguably be required to seek either shareholder ratification or annual Board renewal of any significant contract which might have the incidental effect of making a takeover of the Company "more difficult or expensive." This could include credit agreements, indentures, and employment agreements and other contracts with standard "change of control" provisions, which arguably fall under the broad purview of the proposed bylaw. As a practical matter, it is unclear from a commercial point of view how certain of these agreements could be made subject to shareholder approval or annual Board renewal. Clearly, this would be a very significant restriction on the Board's managerial authority. Under Section 141(a) of the DGCL, a board's managerial authority cannot be restricted unless the company's certificate of incorporation provides for such limitation. Because the Certificate contains no restriction that contemplates the limitations contained in the Proposal, adoption of the Proposal would cause the Company to violate Delaware law.

(C) The Proposal would also violate Delaware law because it seeks to interfere with the Board's exclusive power to fix the duration of a right to buy stock in the Company if it constitutes a "Stockholder Rights Plan." In the absence of a provision in the Certificate to the contrary, Section 157 of the DGCL vests the power of fixing the terms of rights to buy stock exclusively in the Board. Because the Certificate contains no such provision, adopting the Proposal would cause the Company to violate Section 157 by impermissibly allowing the stockholders to limit to a one-year duration those "Stockholder Rights Plans" that are not ratified by the stockholders or renewed annually by the Board.

III. The Proposal May be Omitted Because it is Not a Proper Subject for Action by Shareholders Under the Law of Delaware.

Rule 14a-8(i)(1) permits a company to exclude a proposal if it "is not a proper subject for action by shareholders under the laws of the jurisdiction of the company's organization." The Commission has further stated that "proposals that are binding on the company face a much greater likelihood of being improper under state law and, therefore, excludable under rule 14a-8(i)(1)." SEC Staff Legal Bulletin No. 14 (CF) (2001). The Proposal is not merely a recommendation, but an attempt to limit the Board's power to enter into certain multi-year contracts which might have the incidental effect of making a takeover of the Company "more difficult or expensive." The Board is entrusted with the responsibility of managing the affairs of the Company in a way that will enhance the Company's long-term viability. By injecting into the Board's decision-making process an entirely new set of considerations, notably whether shareholder ratification or annual Board renewal is a feasible requirement for such contracts, the Proposal would infringe on the Board's authority in an entirely impermissible manner if it were adopted by stockholders. Novell, Inc. SEC No-Action Letter (Feb. 14, 2000) (declining to recommend enforcement action for omission of proposed bylaws that would have forbidden the adoption of stockholder rights plans unless they "[had] previously been approved by holders of a majority of outstanding shares of stock" and that would have required the mandatory redemption of any existing stockholder rights plan). Because adoption of the Proposal would seriously impinge upon the discretion and authority of the Board, it is also excludable pursuant to Rule 14a-8(i)(1).

IV. The Proposal May be Omitted Because its Supporting Statement is Materially Misleading as well as Vague and Indefinite.

Rule 14a-8(i)(3) permits an issuer to omit a shareholder proposal from its proxy materials where "the proposal, or supporting statement is contrary to any of the Commission's proxy rules, including Rule 14a-9, which prohibits materially false or misleading statements in proxy soliciting materials." In recent years the Staff has clarified the grounds for exclusion under Rule 14a-8(i)(3) and noted that proposals may be excluded where "the company demonstrates objectively that a factual statement is materially false and misleading." SEC Staff Legal Bulletin No. 14B (CF) (2004). In keeping with this standard, it should be noted that the Proposal's supporting statement asserts that adoption of the proposal would "ensure" that the Board could not "adopt or extend a poison pill if less than 75% of the directors support doing so." This assertion is incorrect. The proposed bylaw actually only imposes a 75% director vote for an "amendment" to a Stockholder Rights Plan that extends its term. The proposed bylaw does not speak to the initial adoption of a Stockholder Rights Plan by the Board. The quoted language from the supporting statement is further inaccurate because, as the opinion set forth in Exhibit B notes, a majority of the Board could repeal the Proponent's bylaw and thereafter extend the term of a Stockholder Rights Plan without the promised 75% support. As a consequence of these misstatements, even if the Proposal were valid, the supporting statement suggests to shareholders that adopting the Proposal would effect a very different kind of change on the Company than would actually be the case. As such, it violates Rule 14a-9's prohibition against proxy soliciting materials that are "false and misleading with respect to any material fact," and is thereby excludable under Rule 14a-8(i)(3).

The Proposal's supporting statement purports to guarantee the Company's shareholders that, if a rights plan is "ratified" by the stockholders, the bylaw would "ensure" that the Board cannot extend a rights plan for more than a year unless the Board reconsiders its decision to maintain the plan on an annual basis. This description would only be accurate if the validity of the bylaw under Delaware law were clear. But as the Proponent should know from having litigated this very issue before the Delaware Chancery Court two years ago, the status of his proposed one-year limitation on rights plans is very uncertain. See Bebchuk v. CA, Inc., 902 A.2d 737, 742 (Del. Ch. 2006) ("[T]he legal issue in this case is fraught with tension and ... any number of facts which might arise in the future could determine ... the court's analysis of this particular bylaw's validity."). It is the opinion of the Delaware law firm Morris, Nichols, Arsht & Tunnell LLP, that the proposed bylaw is invalid under Delaware law.2 But so long as the legal status of the bylaw is uncertain, it cannot be accurate that the Proposal would "ensure" that the Board cannot extend a rights plan for more than a year without annual reconsideration. This is an additional reason why the Proposal is excludable under Rule 14a-8(i)(3) for being materially misleading.

With respect to the grounds for exclusion under Rule 14a-8(i)(3), the Commission has also stated that proposals may be excluded where "the resolution contained in the proposal is so inherently vague or indefinite that neither the stockholders voting on the proposal, nor the company in implementing the proposal (if adopted), would be able to determine with any reasonable certainty exactly what actions or measures the proposal requires." SEC Staff Legal Bulletin No. 14B (CF) (2004). The Proposal, when read in conjunction with its supporting statement, gives rise to a serious ambiguity. The Proposal requires 75% Board approval for any "amendment which has the effect of extending the term of the Stockholder Rights Plan" (emphasis added). As to any new Stockholder Rights Plan adopted after the effective date of the bylaw, it would expire "if not so amended no later than one year following the later of the date of its adoption and the date of its last such amendment." But would a newly enacted stockholder rights plan need approval by 75% of the Board? Under the plain language of the Proposal, a new plan would not need such approval. But this plain language is in actual conflict with the Proposal's supporting statement: "The proposed Bylaw would also ensure that the Board not adopt or extend a poison pill if less than 75% of the directors support doing so" (emphasis added). It is not at all clear that this is what the Proposal would actually accomplish - nowhere does the Proposal require special 75% Board approval for new stockholder rights plans. This disconnect between the Proposal and its supporting statement is objectionably vague as well as extremely misleading.

Even leaving aside these uncertainties, the Proposal is also unclear as to the change it seeks to effect. It requests that the Board impose a requirement of 75% Board support for any "poison pill" that would have "the effect of making an acquisition of large holdings of the corporation's shares of stock more difficult or expensive." As explained above, this expansive definition of "poison pill" might capture a multitude of ordinary business agreements, including many long-term credit agreements, indenture or employment agreements into which the Company may need to enter. Leaving aside the fact that it would be tremendously impracticable to require shareholder ratification or annual Board renewal of such agreements, it is impossible to determine the breadth of the Proposal as it could reach any contract that constitutes what the Proponent loosely defines as a "poison pill." The use of the ambiguous term "poison pill" is meant by the Proposal to clarify what the Proponent means by the phrase "Stockholder Rights Plan," a term that itself is understood to have its own discrete meaning.3 The reader of the Proposal and its supporting statement is therefore faced with conflicting definitions - the result being that it is unclear exactly what a vote for the Proposal would support. The Commission has found that a proposal may be excluded for vagueness where "the standards under the proposal may be subject to differing interpretations." Hershey Foods Corp. SEC No-Action Letter (Dec. 27, 1988). In interpreting the predecessor to Rule 14a-8(i)(3), the United States District Court for the Southern District of New York made clear that "[s]hareholders are entitled to know precisely the breadth of the proposal on which they are asked to vote." New York City Employees' Ret. Sys. v. Brunswick Corp., 789 F. Supp. 144, 146 (S.D.N.Y. 1992); see also Int'l Bus. Machines Corp. SEC No-Action Letter, 2005 SEC No-Act. LEXIS 139 (Feb. 2, 2005).

This concern for the shareholders is to say nothing of the uncertainty surrounding the legal duties of the Board in implementing the proposal were it to be adopted. The Commission has also found exclusion to be warranted where "any action(s) ultimately taken by the Company upon implementation of th[e] proposal could be significantly different from the action(s) envisioned by the shareholders voting on the proposal." Occidental Petroleum Corp. SEC No-Action Letter (Feb. 11, 1991); see also Jos. Schlitz Brewing Co. SEC No-Action Letter (Mar. 21, 1977) ("any resultant action by the Company would have to be made without guidance from the proposal and, consequently, in possible contravention of the intentions of the shareholders who voted on the proposal"). For these reasons, the proposal is objectionably vague and indefinite and may be excluded pursuant to Rule 14a-8(i)(3).

V. The Proponent Should not be Permitted to Revise the Proposal.

Although we recognize that the Staff will, on occasion, permit proponents to revise their proposals to correct problems that are "minor in nature and do not alter the substance of the proposal," 4 the Company asks the Staff to decline to grant the Proponent an opportunity to return to the drawing board to correct the serious flaws in the Proposal.

The Proponent had ample time to draft a resolution that complies with the proxy rules before the 120-day deadline set forth in Rule 14a-8(e) expired. Indeed, the Proponent could have done so with minimal additional effort by describing his Proposal accurately in the supporting statement. As the Commission has noted, "no-action requests regarding proposals or supporting statements that have obvious deficiencies in terms of accuracy, clarity or relevance" are "not beneficial to all participants in the process and diverts resources away from analyzing core issues arising under rule 14a-8 that are matters of interest to companies and shareholders alike." Staff Bulletin 14, supra. The Company asks that the Staff take into account the fact that the Proposal has been drafted by a very sophisticated proponent. Indeed, Mr. Bebchuk is a professor at Harvard Law School and should be held responsible for the deficiencies in the Proposal and supporting statement. Neither the Company nor the Staff should be forced to serve as copy editor for the Proponent. Because the Proposal would require extensive revisions in order to comply with Rule 14a-8, the Company requests that the Staff agree that the Proposal should be omitted from the Proxy Materials entirely.

VI. Conclusion

For the foregoing reasons, the Company respectfully requests that the Staff confirm that it would not recommend enforcement action if the Company omits the Proposal from the Proxy Materials. If you have any questions, or if the Staff is unable to concur with the Company's conclusions without additional information or discussions, the Company respectfully requests the opportunity to confer with members of the Staff prior to the issuance of any written response to this letter. Please do not hesitate to contact the undersigned at 310-201-1630.

Respectfully submitted,

/s/

Stephen D. Yslas
Corporate Vice President, Secretary and General Counsel

-----FOOTNOTES-----

1 The Company recognizes that, in 2005 and 2001, the Staff denied Alaska Air Group, Inc. and Lucent Technologies Inc., respectively, no-action relief on proposals to adopt bylaws that, counsel argued, would, among other things, violate Delaware law because the proposed bylaws were inconsistent with the certificate of incorporation. Alaska Air Group, Inc., SEC No-Action Letter, 2005 WL 678894 (Mar. 17, 2005); Lucent Technologies Inc., SEC No-Action Letter, 2001 WL 1381607 (Nov. 6, 2001). It should be noted, however, that these no-action requests do not appear to have been supported by opinions from members of the Delaware bar. In contrast, the Company's request is supported by an opinion prepared by members of the Delaware bar who are licensed, and actively practice, in Delaware. Accordingly, the Company believes that the Staff should grant it no-action relief in accordance with the authority cited above (see AlliedSignal, Inc., Weirton Steel Corporation and Radiation Care, Inc., supra) rather than deny such relief on the basis of the Alaska Air Group, Inc. and Lucent Technologies Inc. no-action letters. See Division of Corporation Finance: Staff Legal Bulletin No. 14 (July 31, 2001) (noting that, in assessing how much weight to afford an opinion of counsel, the Staff considers whether counsel is licensed to practice in the jurisdiction whose law is at issue in the opinion).

2 See Opinion of Morris, Nichols, Arsht & Tunnell LLP, attached as Exhibit B, Part IV.

3 See opinion of the Delaware law firm, Morris, Nichols, Arsht & Tunnell LLP, p. 3, n.2 (defining the term "stock rights plan" to mean "a corporate instrument that effectively dilutes the economic and voting interest of a would-be acquiror who buys a threshold amount of stock (typically 15% or 20% of the outstanding stock) without prior board approval").

4 See SEC Staff Legal Bulletin No. 14B (CF) (2004).

[STAFF REPLY LETTER]

February 14, 2008

Stephen D. Yslas
Corporate Vice President, Secretary and
Deputy General Counsel
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, CA 90067-2199

Re: Northrop Grumman Corporation

Dear Mr. Yslas:

This is in regard to your letter dated February 14, 2008 concerning the shareholder proposal submitted by Lucian Bebchuk for inclusion in Northrop Grumman's proxy materials for its upcoming annual meeting of security holders. Your letter indicates that the proponent has withdrawn the proposal, and that Northrop Grumman therefore withdraws its request for a no-action letter from the Division. Because the matter is now moot, we will have no further comment.

Sincerely,

/s/

Heather L. Maples
Special Counsel

cc: Lucian Bebchuk
1545 Massachusetts Avenue
Cambridge, MA 02138