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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K



                                 CURRENT REPORT


                      Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):    December 16, 1996
                                                     ---------------------------

                                    TRW Inc.
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             (Exact name of registrant as specified in its charter)



     Ohio                         1-2384                      34-0575430
- ---------------          ------------------------        -----------------------
(State or other          (Commission File Number)          (I.R.S. Employer
jurisdiction of                                          Identification Number)
incorporation)



                   1900 Richmond Road, Cleveland, Ohio 44124
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              (Address of principal executive offices) (Zip Code)



               Registrant's telephone number, including area code:
                                 (216) 291-7000



                                       N/A
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          (Former name or former address, if change since last report)
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 Item 5.      Other Events.

    TRW Inc. and Magna International Inc. jointly announced on December 
    16, 1996 the formation of a strategic alliance for design, development
    and production of automotive products for the global market. Under the
    alliance, TRW will lead development efforts in occupant restraint
    systems, including air bags, seat belts, inflators, sensors and
    steering wheels, while Magna will focus on complete vehicle interiors
    and total body systems.

    As part of this strategic alliance, TRW and Magna will form and operate
    a technical center that will focus on total vehicle safety system
    integration and will support both companies in the development of
    systems and components.

    TRW will purchase from Magna, as part of the alliance, an 80 percent
    equity interest in two Magna-owned operations: MST Automotive GmbH
    Automobil-Sicherheitstechnik (MST), a European supplier of air bag
    modules, steering wheels and other related automotive components; and
    Temic Bayern-Chemie Airbag GmbH (TBCA), a European supplier of air bag
    inflators and propellants and related automotive components. For the 
    1996 calendar year, MST and TBCA will have sales (excluding intercompany
    transactions) of approximately DM 900 million (US $600 million or 
    CDN $825 million). Combined, MST/TBCA operations employ approximately 
    2,500 people.

    Before the transaction with TRW is completed, Magna will purchase from Temic
    Telefunken Microelectronic GmbH the remaining equity interest not owned by
    it in MST and the majority equity interest not currently owned by it in
    TBCA. Once Magna has completed these purchases, it will immediately sell an
    80 percent interest in the two companies to TRW for a cash payment of DM 650
    million (US $418 million or CDN $570 million), subject to certain specified
    purchase price adjustments. The transactions are subject to required
    regulatory approvals. 
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                                   SIGNATURES

 Pursuant to the requirements of the Securities Exchange Act of 1934, the
 registrant has duly caused this report to be signed on its behalf by the
 undersigned hereunto duly authorized.




                                          TRW INC.


 Date: December 20, 1996                  By:   /s/ Martin A. Coyle
                                                ----------------------------
                                                    Martin A. Coyle
                                                    General Counsel
                                                    and Secretary