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

Filed by the Registrant  |x|
Filed by a Party other than the Registrant  |_|

Check appropriate box:
|_|  Preliminary Proxy Statement              |_|  Confidential, for Use of the
                                                   Commission Only (as permitted
                                                   by Rule 14a-6(e)(2))
|_|  Definitive Proxy Statement
|x|  Definitive Additional Materials
|_|  Soliciting Material under Rule 14a-12

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

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

Payment of filing fee (Check the appropriate box):
|x| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

     (1)  Title of each class of securities to which transaction applies:

     (2)  Aggregate number of securities to which transaction applies:

     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
          the filing fee is calculated and state how it was determined):

     (4)  Proposed maximum aggregate value of transaction:

     (5)  Total fee paid:

|_| Fee paid previously with preliminary materials:

|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

     (1)  Amount Previously Paid:

     (2)  Form, Schedule or Registration Statement No.:

     (3)  Filing Party:

     (4) Date Filed:





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'S LETTER

CLEVELAND, May 1, 2002 - TRW Inc. (NYSE: TRW) today sent the following letter
to Northrop Grumman Corporation (NYSE: NOC).

         May 1, 2002


         W. Burks Terry, Esq.
         Corporate Vice President and
         General Counsel
         Northrop Grumman Corporation
         1840 Century Park East
         Los Angeles, CA 80067-2199

         Dear Mr. Terry:

         We strongly disagree with your characterization of our press
         release. To date, we have proposed two separate versions of a
         standstill, the second of which has been executed by several other
         parties. Additionally, we offered last week to sit down and
         discuss with Northrop this matter. Northrop declined our offer. We
         also invited you by telephone earlier this week to propose an
         alternative to your "75-day standstill," which as you know, based
         on my April 30 letter, simply does not work for TRW shareholders.
         Again, we have received no response.

         I stand by my letter of April 30. Clearly, the significant issue
         is the standstill. As I said in my letter, and at your request I
         am confirming to you now, we can address the standstill period's
         length to some extent.

         I feel compelled to make one additional comment. In your letter to
         shareholders today, Northrop stated: "Without a favorable vote at
         the special meeting, our exchange offer cannot legally proceed,
         and you will not have the opportunity to ever consider the value
         in our current offer or any other enhanced proposal we may make in
         the future." This is simply not the case. Under Ohio Law, nothing
         would prevent Northrop from seeking another special meeting of
         shareholders to vote on a revised offer. In fact, Northrop can go
         back to shareholders at any time.





         If Northrop is truly interested in making its best proposal for
         TRW, you have a clear opportunity to do so in a process that we
         have already set in motion. I am confident that our joint efforts
         would be more productive if they were aimed in that direction.

         If you would like to discuss this at any time, please call me.

         Sincerely,

         /s/ William B. Lawrence
         -------------------------------------------------------
         Executive Vice President, General Counsel and Secretary


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