SECURITIES ACT OF 1933, AS AMENDED


                       SUBJECT COMPANY: TRW INC. NO 1-2384

                          (REGISTRATION NO. 333-83672)

Northrop Grumman Corporation filed a registration statement on Form S-4 (File
No. 333-83672) and a tender offer statement on Schedule TO with the SEC on March
4, 2002 with respect to its offer to exchange all outstanding shares of TRW Inc.
capital stock for Northrop Grumman Corporation stock. These documents contain
important information. TRW Inc. shareholders should read these documents and any
amendments or supplements thereto before making any decision regarding the offer
to exchange. Copies of such documents may be obtained without charge at the
SEC's website at or from D.F. King & Co., Inc. the information agent
for the offer to exchange, at 800-755-7520.

The directors, certain executive officers and other employees and
representatives of Northrop Grumman Corporation may be deemed to be participants
in the solicitation of proxies of TRW Inc. shareholders in connection with
shareholder proposals relating to the 2002 Annual Meeting of TRW Inc.
Shareholders and a Special Meeting of TRW Inc. Shareholders to be held on April
24, 2002 and April 22, 2002, respectively. Northrop Grumman Corporation has
filed preliminary materials for these shareholder meetings which contain
information regarding such potential participants. Northrop Grumman
Corporation's proxy materials contain important information and should be read
by TRW Inc. shareholders. These proxy materials and any amendments thereto
may be obtained at no charge at the SEC's website at as they become


The text of the following press release was issued by TRW Inc. on February 26,

TRW Sends Letter to Northrop Grumman

CLEVELAND, Feb. 26 /PRNewswire-FirstCall/ -- TRW Inc. (NYSE: TRW-news) today
sent a letter to Kent Kresa, Chairman of the Board and Chief Executive Officer,
of Northrop Grumman Corporation (NYSE:NOC-news). The full text of the letter

                                February 26, 2002

     Mr. Kent Kresa
     Chairman of the Board and Chief Executive Officer
     Northrop Grumman Corporation
     1840 Century Park East
     Los Angeles, CA 90067

     Dear Mr. Kresa:

     We received your letter on the evening of February 21, 2002, and note
     that it requests a response by February 27, 2002.  In view of your
     request for a response by that date, we wanted to inform you of our needs
     and timing.

     Our Board of Directors will address your letter promptly and in an
     orderly manner.  In this regard, as is obviously necessary and
     appropriate, we have engaged financial and legal advisors to help us
     properly evaluate the situation.  We will conduct Board discussions in
     the near future and will respond in a timely fashion, but it will not be
     before the close of business February 27, 2002.

     /s/ Philip A. Odeen                /s/ Kenneth W. Freeman
     Philip A. Odeen                    Kenneth W. Freeman
     Non-executive Chairman             Lead Director