SCHEDULE 14A INFORMATION
        Proxy Statement Pursuant to Section 14(a) of the Securities
                            Exchange Act of 1934

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                                  TRW INC.
- ------------------------------------------------------------------------------
              (Name of Registrant as Specified in Its Charter)


                               Not Applicable
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  (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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News Release                 TRW Inc.                    [TRW Logo]
                             1900 Richmond Road
                             Cleveland, OH 44124


For Immediate Release                   Contact
                                        Judy Wilkinson or Barrett Godsey
                                        Joele Frank, Wilkinson Brimmer Katcher
                                        212-355-4449

                                        Jay McCaffrey, TRW Media
                                        216-291-7179

                                        Ron Vargo, TRW Investors
                                        216-291-7506

TRW RESPONDS TO NORTHROP GRUMMAN

CLEVELAND, March 26, 2002 - TRW Inc. (NYSE: TRW) issued the following
statement in response to the release issued today by Northrop Grumman
(NYSE: NOC).

"There is nothing new in today's announcement by Northrop Grumman. The TRW
board continues to urge TRW shareholders to reject Northrop's grossly
inadequate, below-market $47 per share offer. In light of this offer - now
more than $4.00 below TRW's current market price - it simply makes no sense
for TRW to share confidential, business sensitive information with Northrop
Grumman. As we have said before, this is all about shareholder value. We
believe that TRW's announced plan to accelerate debt reduction and separate
our Automotive business in a tax-efficient manner will provide value
significantly in excess of Northrop Grumman's below-market offer."

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

                                   (more)



The directors and certain executive officers of TRW may be deemed to be
participants in the solicitation of proxies from shareholders of TRW in
connection with TRW's special meeting of shareholders under the Ohio
Control Share Acquisition Statute. Information concerning such participants
is contained in TRW's definitive proxy statement relating to TRW's 2002
Annual Meeting filed with the Securities and Exchange Commission on March
4, 2002 on Schedule 14A.

This press release relates to Northrop Grumman's exchange offer commenced
March 4, 2002. Shareholders of TRW are advised to read TRW's
Solicitation/Recommendation Statement on Schedule 14D-9, filed March 13,
2002, as it may be amended from time to time, and TRW's PROXY STATEMENT FOR
THE SPECIAL MEETING IN CONNECTION WITH THE SOLICITATION OF PROXIES FROM TRW
SHAREHOLDERS WHEN IT BECOMES AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Shareholders of TRW and other interested parties may obtain,
free of charge, copies of the Schedule 14D-9, TRW's proxy statement and
other documents filed by TRW with the SEC at the SEC's internet website at
www.sec.gov. Each of these documents may also be obtained, free of charge,
by calling investor relations at TRW at 216-291-7506.

Certain of the information contained in this press release may be
considered "forward-looking statements" which are subject to a number of
risks and uncertainties. The preparation of forward-looking statements
requires the use of estimates of future revenues, expenses, activity levels
and economic and market conditions, many of which are outside the Company's
control. The Company's results could be affected by the ability to obtain
new contract awards; the level of defense funding by the government and the
termination of existing government contracts; pricing pressures from
customers; moderation or decline in the automobile build rate; changes in
consumer debt levels; work stoppages; unanticipated downturn in the
financial condition of, or business relationships with customers or
suppliers; the ability to reduce the level of outstanding debt from cash
flow from operations and the proceeds from asset dispositions; a credit
rating downgrade; increase in interest rates; customer recall and warranty
claims; product liability and litigation issues; changes to the regulatory
environment regarding automotive safety; the introduction of competing
products or technology by competitors; the ability to attract and retain
skilled employees with high-level technical competencies; the financial
results of companies in which we have made technology investments; the
availability of funding for research and development; economic, regulatory
and political domestic and international conditions; fluctuations in
currency exchange rates; and the impact of additional terrorist attacks,
which could result in reduced automotive production, disruptions to the
transportation system, or significant and prolonged disruption to air
travel. In addition, there can be no assurance: (i) that an agreement
relating to any investment in the Company, or relating to any sale or other
distribution of all or a part of the Company's operating businesses will be
reached, or that if an agreement is reached, that the transactions
contemplated by such agreement will be consummated; (ii) that the Company
will spin off the Automotive business or that such spin-off will be
complete within six to nine months; (iii) that the Company will be
successful in delevering the Company, or that the methods described for
delevering will be utilized; (iv) as to the amount by which debt will be
reduced; (v) that the Company's strategy will deliver any particular level
of value to TRW shareholders; (vi) that defense spending will rise and
research, development, test and evaluation budgets will increase; (vii)
that the commercial aerospace industry will stabilize; (viii) that North
American 2002 light vehicle production will increase from 2001 levels; (ix)
that 2002 earnings per share estimates will be met or exceeded; (x) with
respect to the expected amounts of the Company's operating cash flows in
2002, that such amounts will be utilized to delever the Company's balance
sheet; (xi) with respect to the amounts that will be realized, if any, by
the Company from divestitures; (xii) with respect to the amount of sales,
earnings per share or cash flow that will be realized by the Company in
2002; and (xiii) that the Company's costs will decrease in 2002. Other
factors and assumptions not identified above are also involved in the
preparation of forward-looking statements, and the failure of such other
factors and assumptions to be realized may also cause actual results to
differ materially from those discussed. The Company assumes no obligation
to update such estimates to reflect actual results, changes in assumption
or changes in other factors affecting such estimates other than as required
by law.

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