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. 13)
                             ------------------
                                  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. 13 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, May 1, 2002 and May
3, 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, Amendment No. 11 and
Amendment No. 12 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 9.  EXHIBITS.

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

Exhibit No.

(a)(28)           Press Release issued by TRW on May 6, 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 6, 2002

EX-99

Exhibit (a)(28)

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 SIGNS CONFIDENTIALITY AGREEMENT WITH NORTHROP GRUMMAN

CLEVELAND, May 6, 2002 - TRW Inc. (NYSE: TRW) today announced that as part
of its review of strategic alternatives, it has signed a confidentiality
agreement with Northrop Grumman Corporation (NYSE: NOC) who, along with
other interested parties, will begin receiving non-public information
shortly. Terms of the agreement were not disclosed.

Philip A. Odeen, chairman of TRW stated, "We are pleased that we have
reached a mutually acceptable agreement with Northrop and that it has
chosen to participate in the process our Board has established to deliver
to TRW shareholders the value they deserve. The focus of our Board has been
on enhancing shareholder value and this will not change. In addition to
exploring strategic alternatives, we are continuing to move forward with
our Value Enhancement Plan. We are confident that each of these avenues can
deliver value to TRW shareholders in excess of Northrop's $53* per share
offer."

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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