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)

Northrop Grumman filed a registration statement on Form S-4 (File No. 333-83672)
and a tender offer statement on Schedule TO with the SEC 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 SEC's website at
www.sec.gov or from D.F. King & Co., Inc. the information agent for the offer to
exchange, at 800-755-7250.

The directors, certain executive officers and other employees and
representatives of Northrop Grumman may be deemed to be participants in the
solicitation of proxies of TRW shareholders in connection with shareholder
proposals relating to the 2002 Annual Meeting of TRW Shareholders and a Special
Meeting of TRW Shareholders to be held on April 24, 2002 and April 22, 2002,
respectively. Northrop Grumman has filed proxy materials for these shareholder
meetings which contain information regarding such potential participants.
Northrop Grumman's proxy materials contain important information and should be
read by TRW shareholders. These proxy materials and any amendments thereto may
be obtained at no charge at the SEC's website at www.sec.gov as they become
available.
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                                TRW VOTING ALERT
                              FROM NORTHRUP GRUMMAN

                           ATTN: INSTITUTIONAL HOLDERS

                                    IMPORTANT

TRW has adopted extraordinary procedures at the Special Meeting which require
TRW shareholders to complete the form of certification on the back of each proxy
card--in addition to the proxy card itself--in order for their votes to be
counted fully in the vote on the Control Share Acquisition proposal.

Be sure to complete the certification on the back of your proxy card!

Failure to complete the certification of eligibility will exclude you from
voting "non-interested" shares.

                    Don't allow your vote to be disregarded!

                              D.F. King & Co., Inc.
                                 77 Water Street
                               New York, NY 10005
                                  212-269-5550

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 Inc. stock for Northrop Grumman common stock. These
documents, and any amendments or supplements thereto, contain important
information which should be read by TRW Inc. shareholders before making any
decision regarding the offer to exchange.

The directors, certain executive officers and other employees and
representatives of Northrop Grumman may be deemed to be participants in the
solicitation of proxies for the Special Meeting of TRW Inc. Shareholders to be
held on April 22, 2002 and the 2002 Annual Meeting of TRW Inc. Shareholders to
be held on April 24, 2002. Northrop Grumman's proxy materials contain important
information regarding such potential participants and other matters and should
be read by TRW Inc. shareholders.

Copies of any of the foregoing documents may be obtained without charge at the
Securities and Exchange Commission's website at www.sec.gov or upon request from
D.F. King & Co., Inc., the information agent for Northrop Grumman's offer to
exchange, at 800-755-7250.