Prepared by R.R. Donnelley Financial -- Form 425

                                                                                    FILING PURSUANT TO RULE 425 OF THE 
                                                                                    SECURITIES ACT OF 1933, AS AMENDED

                                                                                    FILER: NORTHROP GRUMMAN CORPORATION

                                                                                    SUBJECT COMPANY: TRW INC. (NO. 1-2384)

                                                                                    FILING: REGISTRATION STATEMENT ON FORM S-4
                                                                                                   (REGISTRATION NO. 333-83672)

Northrop Grumman filed a registration statement on Form S-4 (File No. 333-83672) and a tender offer statement on Schedule TO with the Securities and Exchange Commission on March 4, 2002 with respect to its offer to exchange all outstanding shares of TRW Inc. stock for Northrop Grumman common stock. These documents, and any amendments or supplements thereto, contain important information which should be read by TRW Inc. shareholders before making any decision regarding the offer to exchange.

The directors, certain executive officers and other employees and representatives of Northrop Grumman may be deemed to be participants in the solicitation of proxies for the Special Meeting of TRW Inc. Shareholders to be held on May 3, 2002. Northrop Grumman's proxy materials contain important information regarding such potential participants and other matters and should be read by TRW Inc. shareholders.

Copies of any of the foregoing documents may be obtained without charge at the Securities and Exchange Commission's website at or upon request from D.F. King & Co., Inc., the information agent for Northrop Grumman's offer to exchange, at 800-755-7250.

                       The following advertisement was placed by Northrop Grumman on May 1, 2002