SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

SCHEDULE TO

(Rule 14D-100)

Tender Offer Statement under Section 14(d)(1)

or Section 13(e)(1) of the Securities Exchange Act of 1934

TRW INC.

(Name of Subject Company (Issuer))

TRW INC.

(Names of Filing Persons (Offeror))

Options to Purchase TRW Inc. Common Stock,

Par Value $0.625 Per Share

(Title of Class of Securities)

972649108

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of the filing person)

Copies to:

Peter Allan Atkins Eric L. Cochran Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 (212) 735-3000 Andrew E. Bogen Peter F. Ziegler Gibson, Dunn & Crutcher LLP 333 Grand Avenue Los Angeles, CA 90071 (213) 229-7000

CALCULATION OF FILING FEE

Transaction Valuation *	Amount of Filing Fee
$64,174,006.52	$5,904.01

* The transaction value shown is solely for the purpose of calculating the filing fee. The transaction value calculation assumes the maximum aggregate amount to be paid by TRW Inc. in connection with the offer to purchase all currently outstanding options to purchase TRW common stock described herein. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, is based on the product of (a) the value of such options, calculated based on the average of the high and low prices for shares of TRW common stock as reported on the New York Stock Exchange on November 6, 2002 ($51.87) multiplied by the number of shares of TRW common stock underlying all of the outstanding options to purchase TRW common stock described herein that have an exercise price of less than $51.87 per share (7,259,503 shares), minus the cash consideration payable for such TRW shares upon exercise by the option holders, and (b) $92 for each $1,000,000 of the value of the transaction.

x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$5,904.01	Filing Party:	TRW Inc.
Form or Registration No.:	Schedule TO	Date Filed:	November 12, 2002

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1

x issuer tender offer subject to Rule 13e-4

¨ going-private transaction subject to Rule 13e-3

¨ amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

This Amendment No. 1 to Schedule TO amends and supplements the Schedule TO originally filed by TRW Inc. on November 12, 2002. Except as otherwise indicated, the information set forth in the original Schedule TO remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

ITEM 12.    Exhibits

(a)(1)  Notice Letter dated November 12, 2002*

(a)(2)  Additional Information Regarding the Cash Election Right*

(a)(3)  Election Form

(a)(4)  Notice of Cancellation of Election*

(a)(5)  Joint Proxy Statement/Prospectus, dated November 4, 2002 (incorporated by reference to Joint Proxy Statement/Prospectus filed pursuant to Rule 424(b)(3) by Northrop Grumman Corporation on November 5, 2002)*

(a)(6)  Explanatory Note Regarding Correction to Election Form

* Previously filed as an Exhibit to TRW Inc.’s Schedule TO filed on November 12, 2002.

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TRW INC.
By:	/s/    WILLIAM B. LAWRENCE
	William B. Lawrence Executive Vice President, General Counsel and Secretary

Dated:  November 19, 2002

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EXHIBIT INDEX

Exhibit Number	Description
(a)(1)	Notice Letter dated November 12, 2002*
(a)(2)	Additional Information Regarding the Cash Election Right*
(a)(3)	Election Form
(a)(4)	Notice of Cancellation of Election*
(a)(5)	Joint Proxy Statement/Prospectus, dated November 4, 2002 (incorporated by reference to Joint Proxy Statement/Prospectus filed pursuant to Rule 424(b)(3) by Northrop Grumman Corporation on November 5, 2002)*
(a)(6)	Explanatory Note Regarding Correction to Election Form

* Previously filed as an Exhibit to TRW Inc.’s Schedule TO filed on November 12, 2002.

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EX-99.(A)(3)

EXHIBIT (a)(3)

ELECTION FORM (Revised)

If you wish to exercise your cash election right described below, please complete, SIGN THE BACK, and return your election form in the enclosed return envelope, or by mail or courier to Corporate Election Services, at 200 Corporate Center Drive, Suite 175, Moon Township, PA 15108. You may also return your completed election form by faxing the back of this form to Corporate Election Services at (412) 299-9191. To be effective, this form must be received by Corporate Election Services before the expiration of the cash election period, which is currently scheduled to expire at 4:00 p.m. New York City time, on December 11, 2002. Do not send this form to TRW or Northrop Grumman. If you do not wish to exercise your cash election right, you do not need to return this form.

Ladies and Gentlemen:

I hereby elect to exercise my cash election right (as described in the letter to TRW option holders dated November 12, 2002 from TRW and the accompanying materials) with respect to the options to purchase shares of common stock of TRW, par value $0.625 per share, which have been granted to me pursuant to TRW’s stock option plans or long-term incentive plans on the grant date(s) next to the grant number(s) circled below. I understand that signing and returning this form is my agreement to the terms and conditions specified in those documents and authorizes the cancellation of all such selected options in exchange for cash, if the TRW Trading Price exceeds the exercise price of the option. I understand that if I exercise my cash election right for certain options and the exercise price for those particular options exceeds the TRW Trading Price, the election with respect to those particular options will not be recognized, and those options will be converted into Northrop Grumman options notwithstanding my election.

I acknowledge that TRW has advised me to consult with my own legal, financial and accounting advisors as to the consequences of making, or not making, this cash election. I agree that, with respect to all options granted to me for which the cash election is made and accepted, payment in connection with the cancellation of such options will automatically terminate my option agreement with respect to such options.

I hereby represent and warrant that I have full right, power and authority to make the cash election with respect to my outstanding TRW options and that those options are free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other restrictions or obligations relating to the sale or transfer thereof, and the same are not subject to any adverse claims. By signing this election form, I agree upon request to execute and deliver any additional documents or instruments deemed by TRW to be necessary or desirable to complete the cancellation of my options.

I UNDERSTAND THAT THE PUBLIC TRADING PRICE OF TRW COMMON STOCK WILL VARY FROM TIME TO TIME SUCH THAT THE PUBLIC TRADING PRICE OF TRW COMMON STOCK COULD AT SOME TIME IN THE FUTURE EXCEED THE TRW TRADING PRICE (AS DEFINED IN THE LETTER TO TRW OPTION HOLDERS DATED NOVEMBER 12, 2002). BY MAKING THE CASH ELECTION, I AGREE TO WAIVE ANY CLAIMS AGAINST, AND TO HOLD TRW HARMLESS FROM, ANY ACTUAL OR PERCEIVED LOSS AS A RESULT OF THE VARIANCE IN THE PUBLIC TRADING PRICE OF TRW COMMON STOCK FROM TIME TO TIME AFTER THE TRW TRADING PRICE HAS BEEN CALCULATED.

NOTE:    USE THIS FORM ONLY IF YOU DESIRE TO EXERCISE YOUR CASH ELECTION RIGHT.

By circling the respective Grant Number below, I hereby exercise my cash election right with respect to all of my outstanding TRW options granted on the grant date(s) next to the circled Grant Number.

Please circle the Grant Number below to indicate the TRW option grant(s) for which you would like to exercise the cash election right.

Grant Number Grant Date Number of Options Exercise Price Grant ID

The method of delivery of this election form is at the option and risk of the option holder, and the delivery will be deemed made only when actually received by Corporate Election Services, Inc., at the address set forth on the enclosed reply envelope or at 200 Corporate Center Drive, Suite 175, Moon Township, PA 15108 (fax number (412) 299-9191). Sufficient time should be allowed to ensure timely delivery. Do not send this form to TRW or Northrop Grumman.

All questions as to the validity, form and eligibility of any election to accept the cash election right shall be determined by TRW, and such determination shall be final and binding.

SIGN AND COMPLETE ONLY IF YOU ARE ELECTING TO EXERCISE YOUR CASH ELECTION RIGHT
	Date:                                                                    , 2002
Signature of TRW Option Holder
Please sign exactly as your name appears on the option agreement(s) evidencing your TRW options.
Name:                                                                                                                                                                                                                  (Please Print)
Address:
(Zip/Postal Code) Area Code and Telephone Number:                                                                                                                                                         Tax Identification or Social Security Number:

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EX-99.(A)(6)

EXHIBIT (a)(6)

EXPLANATORY NOTE REGARDING CORRECTION TO ELECTION FORM

Enclosed is a revised election form related to the cash election right provided with respect to TRW stock options issued under TRW's stock option and long-term incentive plans, as described in the materials previously sent to you. The last sentence of the first paragraph after "Ladies and Gentleman" in the original election form incorrectly stated that “…if I exercise my cash election right for certain options and the TRW Trading Price exceeds the exercise price for those particular options, the election with respect to those particular options will not be recognized, and those options will be converted into Northrop Grumman options notwithstanding my election.” (emphasis added)

As disclosed in the letter dated November 12, 2002 to option holders and the Additional Information accompanying that letter, if you exercise your cash election right with respect to options granted on a particular grant date and the exercise price for the options granted on that particular grant date exceeds the TRW Trading Price (meaning the options are “out of the money”), the election with respect to those particular options will not be recognized, and those options will be converted in Northrop Grumman stock options notwithstanding your election.

The revised election form included in this mailing reflects this correction. If you wish to exercise your cash election right, you may use the enclosed election form. If you have returned or return the original election form, the error described above in the original election form will be deemed to have been corrected by virtue of this communication. Therefore, if you submit an election and the TRW Trading Price exceeds the exercise price, the election will be honored notwithstanding the language of the original election form. If you submit more than one election form, the later dated form will be deemed to be the effective election form. You may cancel a previous election by returning the cancellation form that was included in the materials previously sent to you.

If you want to exercise your cash election right, when you complete the election form, please remember to circle the Grant Number(s) of the options for which you elect the cash election right.

Please contact TRW’s information agent, Georgeson Shareholder Communications Inc., at (866) 454-5142 if you have any questions.