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

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

                               Not Applicable
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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 COMMENTS ON NORTHROP GRUMMAN EXCHANGE OFFER RESULTS

Less Than 2% of TRW Shares Tendered for Exchange

Says Inadequacy of Northrop Grumman's Offer is Underscored by Lack of
Shareholder Support

CLEVELAND, Mar. 29, 2002 -- TRW Inc. (NYSE: TRW) today responded to
Northrop Grumman's (NYSE: NOC) $47 per share exchange offer results.

Philip A. Odeen, TRW's chairman, said, "Our board has consistently
maintained that Northrop Grumman's offer is financially inadequate and not
in the best interest of shareholders. With less than 2% of shares tendered
for exchange into Northrop Grumman's offer, clearly, TRW shareholders
agree. TRW is a great company with a bright future, and our board has
determined that Northrop Grumman's offer grossly undervalues our businesses
and opportunities.

"As we have stated, this is all about shareholder value, and we believe
that our strategic plan to accelerate our debt reduction program and
separate our Automotive business will deliver greater value to TRW
shareholders than Northrop Grumman's offer."

According to Northrop Grumman's announcement today, only 2.1 million shares
of the approximate 126.6 million outstanding shares of TRW common stock
were tendered for exchange. Northrop Grumman also announced that it has
extended its exchange offer to April 12, 2002.

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

                                   (more)

Northrop Grumman's Offer to Exchange would provide for each share of TRW
common stock to be exchanged for that number of shares of Northrop Grumman
common stock having a value equal to $47. The exact exchange ratio would be
determined by dividing $47 by the average of the closing price of Northrop
Grumman common stock for the five consecutive trading days ending
immediately prior to the second trading day prior to the expiration of the
Offer to Exchange, but in no event will the exchange ratio be greater than
0.4563 ($47/$103) or less than 0.4159 ($47/$113).

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.

This press release contains certain "forward-looking statements" that TRW
believes are within the meaning of the Private Securities Litigation Reform
Act of 1995. The safe harbors intended to be created thereby are not
available to statements made in connection with a tender offer and TRW is
not aware of any judicial determination as to the applicability of such
safe harbors to forward-looking statements made in proxy solicitation
materials when there is a simultaneous tender offer. However, shareholders
should be aware that the preparation of any such 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. Further, 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 reducing the amount of its indebtedness, or that the methods
described for debt reduction 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 reduce
the amount of the Company's indebtedness; (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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