FILING PURSUANT TO RULE 425 OF THE
                                             SECURITIES ACT OF 1933, AS AMENDED

                                             FILER: NORTHROP GRUMMAN CORPORATION

                                             SUBJECT COMPANY: TRW INC. NO 1-2384

                                             FILING: REGISTRATION STATEMENT ON
                                                     FORM S-4 (REGISTRATION NO.
                                                     333-83672)

     The text of the following press release was issued by TRW Inc. on March 4,
2002.

     NORTHROP GRUMMAN FILED A REGISTRATION STATEMENT ON FORM S-4 (FILE NO.
333-83672) AND A TENDER OFFER STATEMENT ON SCHEDULE TO WITH THE SECURITIES AND
EXCHANGE COMMISSION ON MARCH 4, 2002 WITH RESPECT TO ITS OFFER TO EXCHANGE ALL
OUTSTANDING SHARES OF TRW CAPITAL STOCK FOR NORTHROP GRUMMAN STOCK. THESE
DOCUMENTS CONTAIN IMPORTANT INFORMATION. TRW SHAREHOLDERS SHOULD READ THESE
DOCUMENTS AND ANY AMENDMENTS OR SUPPLEMENTS THERETO BEFORE MAKING ANY DECISION
REGARDING THE OFFER TO EXCHANGE. COPIES OF SUCH DOCUMENTS MAY BE OBTAINED
WITHOUT CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
WWW.SEC.GOV. OR FROM D.F. KING & CO., INC., THE INFORMATION AGENT FOR THE OFFER
TO EXCHANGE, AT 800-755-7520.

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                            ----------------------

TRW BOARD ADVISES SHAREHOLDERS TO TAKE NO ACTION AT THIS TIME IN RESPONSE TO
NORTHROP GRUMMAN'S COMMENCEMENT OF EXCHANGE OFFER

CLEVELAND, March 4, 2002 - TRW Inc. (NYSE: TRW) has been advised that Northrop
Grumman Corporation (NYSE: NOC) commenced an unsolicited exchange offer. TRW's
Board of Directors will review the Northrop Grumman exchange offer in order to
determine the appropriate course, which will serve the best interests of TRW's
shareholders. Shareholders are urged to take no action at this time and await
the recommendation of TRW's directors. The TRW Board will make its
recommendation with respect to the Northrop Grumman offer no later than the
close of business on March 15, 2002.

TRW provides advanced-technology products and services for the aerospace,
systems, and automotive markets.