SC 14D9/A

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                              ------------------

                                SCHEDULE 14D-9

                  Solicitation/Recommendation Statement Under
            Section 14(d)(4) of the Securities Exchange Act of 1934

                              (Amendment No. 12)
                              ------------------
                                   TRW INC.
                           (Name of Subject Company)


                                   TRW INC.
                     (Name of Person(s) Filing Statement)


                   Common Stock, Par Value $0.625 Per Share
       Cumulative Serial Preference Stock II, $4.40 Convertible Series 1
       Cumulative Serial Preference Stock II, $4.50 Convertible Series 3

                        (Title of Class of Securities)

                                   872649108
                                   872649504
                                   872649603
                     (CUSIP Number of Class of Securities)

                               -----------------

                              William B. Lawrence
            Executive Vice President, General Counsel and Secretary
                                   TRW Inc.
                              1900 Richmond Road
                             Cleveland, Ohio 44124
                                (216) 291-7000

 (Name, Address and Telephone Number of Person Authorized to Receive Notice and
          Communications on Behalf of the Person(s) Filing Statement)

                               -----------------

                                With 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

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





         This Amendment No. 12 to Schedule 14D-9 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 originally filed by
TRW Inc. on March 13, 2002 and amended on March 25, 2002, April 2, 2002, April
3, 2002, April 4, 2002, April 10, 2002, April 11, 2002, April 15, 2002, April
17, 2002, April 19, 2002, April 24, 2002 and May 1, 2002. Except as otherwise
indicated, the information set forth in the original Schedule 14D-9 and
Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment
No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9,
Amendment No. 10 and Amendment No. 11 thereto remains unchanged. Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Schedule 14D-9 and the amendments thereto.


ITEM 8.  ADDITIONAL INFORMATION TO BE FURNISHED.

         Item 8(a) is hereby amended by adding the following disclosure at
the end of the subsection entitled Litigation:

         On May 1, 2002, the Court of Appeals for the Sixth Circuit ordered
a schedule for final briefing to be completed by June 21, 2002.


ITEM 9.  EXHIBITS.

         Item 9 is hereby amended and supplemented by adding the following
thereto:

Exhibit No.

(a)(26)  Press Release issued by TRW on May 1, 2002.
(a)(27)  Press Release issued by TRW on May 3, 2002.


                                 SIGNATURE

         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:  May 3, 2002

EX-99.1

Exhibit (a)(26)


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.

                                   # # #

EX-99.2

Exhibit (a)(27)

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 SHAREHOLDERS AGAIN SUPPORT TRW'S BOARD AND REJECT NORTHROP'S CONTROL SHARE
ACQUISITION PROPOSAL AT TRW'S SPECIAL MEETING OF SHAREHOLDERS

TRW Remains Committed To Its Value Enhancement Plan And Exploration Of
Strategic Alternatives

Continues To Urge Shareholders To Reject Northrop's Inadequate Offer


Cleveland, May 3, 2002 - TRW Inc. (NYSE: TRW) today announced that it appears
that TRW shareholders have rejected Northrop Grumman Corporation's (NYSE: NOC)
control share acquisition proposal on both required votes under Ohio law,
based on the number of proxies submitted to the independent inspector of
election, IVS Associates, Inc., at today's Special Meeting of TRW
Shareholders. Approval of the proposal would have allowed Northrop, under
Ohio's Control Share Acquisition Statute, to purchase more than 20 percent of
TRW's shares pursuant to Northrop's unsolicited $53* per share exchange offer.
TRW's Board of Directors has unanimously rejected Northrop's offer as
financially inadequate, highly conditional and not in the best interests of
TRW shareholders.

"TRW shareholders have spoken and their message is clear - they support the
TRW Board and the actions it is taking to enhance shareholder value. As you
are aware, the focus of our Board has been on shareholder value. In this
regard, in addition to our Value Enhancement Plan, we are exploring other
strategic alternatives. We are already working with several parties toward
that end," said Philip A. Odeen, chairman of TRW. "We have encouraged Northrop
to participate in this process. Much attention, I know, has been focused on
this issue. Last night, Northrop and TRW representatives met. We had a very
constructive discussion regarding the confidentiality agreement. If Northrop
wishes to proceed, I am confident that we can reach a mutually acceptable
agreement.

"TRW's strong operating performance and recent key contract wins demonstrate
the strength of our businesses. Our Board and management are taking all the
right steps to ensure our shareholders receive full value for their
investment. We urge our shareholders to reject Northrop's offer and not tender
their shares," concluded Mr. Odeen.

Prior to the closing of the polls at the Special Meeting, all proxy cards
received by TRW were turned over to the independent inspector of election who
will tabulate the results. It is expected that the certified results will be
provided in the near future. TRW will publicly announce the certified results
once they are made available to the Company.

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

* 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 $53. The exact exchange ratio would be
determined by dividing $53 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 more than 0.4690
($53/$113) or less than 0.4309 ($53/$123)

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 by the end of the fourth quarter 2002;
(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
assumptions or changes in other factors affecting such estimates other than as
required by law.

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