FILING PURSUANT TO RULE 425 OF THE
                                       SECURITIES ACT OF 1933

                                       FILER: NORTHROP GRUMMAN CORPORATION

                                       SUBJECT COMPANY: TRW INC. NO 1-2384



                                     Contact: Frank Moore (Media) (310) 201-3335
                                          Gaston Kent (Investors) (310) 201-3423


For Immediate Release


NORTHROP GRUMMAN COMMENCES EXCHANGE OFFER FOR ALL OUTSTANDING SHARES OF TRW INC.
AT $47 PER COMMON SHARE


         LOS ANGELES - March 3, 2002 - Northrop Grumman Corporation (NYSE:NOC)
announced today that it has commenced an exchange offer for all outstanding
shares of common stock and preference stock of TRW Inc. (NYSE:TRW).

         Each share of TRW common stock may be exchanged for a number of shares
of common stock of Northrop Grumman equal to $47. The exact exchange ratio will
be determined by dividing 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, but in no event
will the number of Northrop Grumman shares exchanged be more than 0.4563
($47/$103) or less than 0.4159($47/$113). Each share of TRW's Series 1
preference stock II and Series 3 preference stock II may be exchanged for a
number of Northrop Grumman shares equal to the exchange rate described above
multiplied by the effective conversion rate for the shares of preference stock.
The offer to exchange and withdrawal rights will expire at 12:00 midnight, New
York City time, on March 29, 2002, unless extended.

         NORTHROP GRUMMAN IS FILING A REGISTRATION STATEMENT AND A TENDER OFFER
STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO THE OFFER
TO EXCHANGE, WHICH CONTAIN





IMPORTANT INFORMATION. TRW SHAREHOLDERS SHOULD READ THESE DOCUMENTS, COPIES OF
WHICH MAY BE OBTAINED WITHOUT CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S
WEBSITE AT WWW.SEC.GOV. COPIES OF THE OFFERING MATERIALS MAY ALSO BE OBTAINED
FROM D.F. KING & CO., INC., THE INFORMATION AGENT FOR THE OFFER TO EXCHANGE, AT
800-755-7520.

         Kent Kresa, chairman and chief executive officer of Northrop Grumman,
stated "We have not received a substantive response from TRW regarding our
February 21 letter to enter into negotiations for a proposed business
combination. We continue to believe that such a transaction would be in the best
interests of both companies' shareholders. Accordingly, we are moving ahead to
make this offer available to TRW shareholders and to initiate all the steps that
are necessary to see it through to conclusion, including requesting that the TRW
board of directors call the special meeting of shareholders required under Ohio
law to authorize our acquisition of TRW shares. We expect that the TRW
shareholders will respond favorably. In addition, we are filing a lawsuit in
Ohio challenging elements of its anti-takeover laws."

         Mr. Kresa added, "as we stated on February 22, the proposed strategic
combination of Northrop Grumman and TRW will create a third major contributor to
the nation's satellite and missile defense requirements. Following completion of
the acquisition, we intend to promptly separate TRW's automotive business from
the rest of the combined company either through a sale to a third party or
parties or a spin off to the shareholders of the combined companies," Kresa
added.


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         Mr. Kresa noted that Northrop Grumman remains willing to entertain
negotiations with TRW regarding a transaction and would welcome the opportunity
to consider non-public information about TRW in order to consider any enhanced
values that might be demonstrated by such information.

         TRW provides advanced-technology products and services for the
aerospace, information systems and automotive markets worldwide. The company
generated year-end 2001 sales of $16.4 billion.

         Northrop Grumman Corporation is an $18 billion, global defense company
with its worldwide headquarters in Los Angeles. Northrop Grumman provides
technologically advanced, innovative products, services and solutions in defense
and commercial electronics, systems integration, information technology and
nuclear and non-nuclear shipbuilding and systems. With nearly 100,000 employees
and operations in 44 states and 25 countries, Northrop Grumman serves U.S. and
international military, government and commercial customers.

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Note: Certain statements and assumptions in this release contain or are based on
"forward-looking" information (that the company believes to be within the
definition in the Private Securities Litigation Reform Act of 1995) and involve
risks and uncertainties. Such "forward-looking" information includes the
statements above as to the impact of the proposed acquisition on revenues and
earnings. Such statements are subject to numerous assumptions and uncertainties,
many of which are outside the company's control. These include governmental
regulatory processes, the company's ability to successfully integrate the
operations of TRW, achieve a successful transaction or other resolution with
respect to the TRW automotive sector, assumptions with respect to future
revenues, expected program performance and cash flows, the outcome of
contingencies including litigation, environmental remediation, divestitures of
businesses, and anticipated costs of capital investments. The company's
operations are subject to various additional risks and uncertainties resulting
from its position as a supplier, either directly or as subcontractor or team
member, to the U.S. Government and its agencies as well as to foreign
governments and agencies; actual outcomes are dependent upon factors, including,
without limitation, the company's successful performance of internal plans;
government customers' budgetary restraints; customer changes in short-range and
long-range plans; domestic and international competition in both the defense and
commercial areas; product performance; continued development and acceptance of
new products; performance issues with key suppliers and subcontractors;
government import and export policies; acquisition or termination of government
contracts; the outcome of political and legal processes; legal, financial, and
governmental risks related to international transactions and global needs for
military aircraft, military and civilian electronic systems and support and
information technology; as well as other economic, political and technological
risks and uncertainties and other risk factors set out in the company's filings
from time to time with the Securities and Exchange Commission, including,
without limitation, the company's reports on Form 10-K and Form 10-Q.

This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of TRW or Northrop Grumman. Should any such offer be commenced,
Northrop Grumman will file and deliver all forms, notices and documents required
under state and federal law.

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