<PAGE>



AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 1996
                                            REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D. C. 20549

                                       FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       TRW INC.
                (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             OHIO                                   34-0575430
     (STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)

                      1900 RICHMOND ROAD, CLEVELAND, OHIO 44124
                 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                           THE TRW EMPLOYEE STOCK OWNERSHIP
                                AND STOCK SAVINGS PLAN
                               (FULL TITLE OF THE PLAN)

                        MARTIN A. COYLE, SECRETARY OF TRW INC.
                      1900 Richmond Road, Cleveland, Ohio  44124
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                    (216) 291-7200
            (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                           CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------

                                          Proposed            Proposed maximum
Title of securities     Amount to be   maximum offering           aggregate             Amount of
 to be registered        registered    price per share(1)       offering price      registration fee
- ----------------------------------------------------------------------------------------------------
<S>                     <C>            <C>                    <C>                   <C>
 Common Stock,
  par value
$0.625 per share,
  of TRW Inc.           7,832,898(2)                           $500,000,000(3)          $172,500


Participations in the Plan(4)
- ----------------------------------------------------------------------------------------------------
</TABLE>

(1) Indeterminable since shares are not used for accounting under the Plan.
    Contributions to the Plan are a percentage of the participant's
    compensation and are accounted for in dollars. The dollars credited to a
    participant's account will vary from time to time depending upon the market
    value of securities held by the Plan and other factors.

(2) This figure (calculated on the basis of $95.75 per share, the average of
    the high and low prices of TRW Common included in the NYSE-Composite
    Transactions report for May 10, 1996, as published in the Midwest edition
    of THE WALL STREET JOURNAL) represents the estimated maximum number of
    currently outstanding shares of TRW Common which could be purchased under
    the Plan with the estimated $750,000,000 maximum aggregate employee
    contributions and employer contributions to the Plan for the period from
    May 1, 1996 through April 30, 2000, inclusive.

(3) Estimated maximum aggregate employee contributions during the period from
    May 1, 1996 through April 30, 2000, inclusive.

(4) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate amount of participation
    interests to be offered or sold pursuant to the Plan described herein.

In accordance with Rule 429 of the General Rules and Regulations under the
Securities Act of 1933, the Prospectus relating to this Registration Statement
on Form S-8 also relates to the securities covered by Registration Statement No.
33-58263 of TRW Inc.

<PAGE>


                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

    The following documents are incorporated herein by reference:

    (a)  (i)  the TRW Inc. ("TRW") Annual Report on Form 10-K for the year
         ended December 31, 1995;

         (ii)  the financial statements required by Form 11-K for The TRW
         Employee Stock Ownership and Stock Savings Plan (the "Plan") for the
         year ended December 31, 1995, attached as Exhibit 99(a) to the TRW
         Annual Report on Form 10-K for the year ended December 31, 1995;

    (b)  (i)  the description of TRW capital stock filed as Exhibit 4(a) to
         TRW's Quarterly Report on Form 10-Q dated May 9, 1996;

         (ii)  the Rights Agreement between TRW and National City Bank as
         Rights Agent filed as Exhibit 1 to TRW's Form 8-A Registration
         Statement dated April 25, 1996;

    (c)  (i)  the TRW Current Report on Form 8-K dated February 29, 1996;

         (ii)  the TRW Current Report on Form 8-K dated March 21, 1996; and

         (iii)  the TRW Current Report on Form 8-K dated April 25, 1996.

    Until TRW files a post-effective amendment to this Registration Statement
indicating that all securities offered have been sold, or deregistering all such
securities which remain unsold, all documents subsequently filed by TRW or the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

    Not applicable.

Item 5.  Interests of Named Experts and Counsel.

    The legality of the purchase of shares of TRW Common Stock, par value
$0.625 per share, under the Plan and the purchase of participation interests in
the Plan have been passed upon by Martin A. Coyle, Esq., 1900 Richmond Road,
Cleveland, Ohio 44124.  Mr. Coyle, Executive Vice President, General Counsel
and Secretary of TRW, is a shareholder of TRW and a participant in the Plan.

Item 6.  Indemnification of Directors and Officers.

         The Ohio Revised Code and TRW's Regulations provide for indemnification
of TRW's Directors and officers in a variety of circumstances, which may include
liabilities under the Securities Act of 1933.  TRW maintains insurance 
indemnifying Directors and officers in certain cases and with certain
deductible limits.  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Directors and officers, TRW has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.

                                         -2-

<PAGE>


Item 7.  Exemption from Registration Claimed.

    Not applicable.

Item 8.  Exhibits.

    The "Exhibit Index" on page 6 is hereby incorporated by reference.

    The undersigned registrant hereby undertakes that it will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan.

Item 9.  Undertakings.

A.  UNDERTAKING PURSUANT TO RULE 415.

    The undersigned registrant hereby undertakes:

    (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

         (i) To include any prospectus required by Section 10(a)(3) of the
    Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after
    the effective date of the Registration Statement (or the most recent post-
    effective amendment thereof) which, individually or in the aggregate, 
    represent a fundamental change in the information set forth in the 
    Registration Statement;

         (iii) To include any material information with respect to the plan of
    distribution not previously disclosed in the Registration Statement or any
    material change to such information in the Registration Statement;

    PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

    (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

B.  UNDERTAKING REGARDING DOCUMENTS SUBSEQUENTLY FILED UNDER THE EXCHANGE ACT.

    The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                         -3-

<PAGE>


C.  UNDERTAKING REGARDING INDEMNIFICATION.

    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                         -4-

<PAGE>

                                      SIGNATURES

    THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lyndhurst, State of Ohio, on the 17th day of
May, 1996.
                             TRW INC.

                             By   /s/ Martin A. Coyle                
                                  -----------------------------------------
                                  Martin A. Coyle, Executive Vice President
                                  and Secretary

    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.

SIGNATURE               TITLE                                   DATE
- -----------           ----------                               ----------
J. T. GORMAN*      Chairman of the Board, Chief                 May 17, 1996
                   Executive Officer and Director

P. S. HELLMAN*     President, Chief Operating                   May 17, 1996
                   Officer and Director

C. G. MILLER*      Executive Vice President and                 May 17, 1996
                   Chief Financial Officer

T. A. CONNELL*     Vice President and Controller                May 17, 1996

M. H. ARMACOST*    Director                                     May 17, 1996

M. FELDSTEIN*      Director                                     May 17, 1996

R. M. GATES*       Director                                     May 17, 1996

C. H. HAHN*        Director                                     May 17, 1996

G. H. HEILMEIER*   Director                                     May 17, 1996

K. N. HORN*        Director                                     May 17, 1995

E. B. JONES*       Director                                     May 17, 1996


W. S. KISER*       Director                                     May 17, 1996

D. B. LEWIS*       Director                                     May 17, 1996

J. T. LYNN*        Director                                     May 17, 1996

R. W. POGUE*       Director                                     May 17, 1996

    MARTIN A. COYLE, by signing his name hereto, does hereby sign and execute
this Registration Statement on behalf of each of the above-named officers and
Directors of TRW Inc., pursuant to a power of attorney executed by each of such
officers and Directors and filed with the Securities and Exchange Commission.

                                                                May 17, 1996
* By     /s/ Martin A. Coyle
    ----------------------------------
    Martin A. Coyle, Attorney-in-fact

    THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Board of Administration of the Plan has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Lyndhurst, State of Ohio, on the 17th day of May, 1996.

                        THE TRW EMPLOYEE STOCK OWNERSHIP
                        AND STOCK SAVINGS PLAN

                        By   /s/ Martin A. Coyle
                             ---------------------------------
                             Martin A. Coyle, Attorney-in-fact

                                         -5-

<PAGE>


                                    EXHIBIT INDEX




Exhibit No.          Exhibit Description
- -----------          --------------------              


5        Legal Opinion of Martin A. Coyle, General Counsel of TRW Inc.

23       Consent of Ernst & Young LLP

         The Consent of Martin A. Coyle is contained in his opinion filed as
         Exhibit 5 to this Registration Statement.

24(a)    Power of Attorney of the Board of Administration of
         The TRW Employee Stock Ownership and Stock Savings Plan

24(b)    Power of Attorney of the Directors and certain officers of TRW Inc.

24(c)    Power of Attorney of Thomas A. Connell, Vice President and Controller
         of TRW Inc.

24(d)    Certified Resolutions of the Directors of TRW Inc.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15616}]
{"company-data": {"conformed-name": "TRW INC", "cik": "0000100030", "assigned-sic": "3714", "irs-number": "340575430", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03973", "film-number": "96569282"}, "business-address": {"street1": "1900 RICHMOND RD", "city": "CLEVELAND", "state": "OH", "zip": "44124", "phone": "2162917000"}, "mail-address": {"street1": "1900 RICHMOND ROAD", "city": "CLEVELAND", "state": "OH", "zip": "44124"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 1996
                                            REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D. C. 20549

                                       FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                       TRW INC.
                (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             OHIO                                   34-0575430
     (STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)

                      1900 RICHMOND ROAD, CLEVELAND, OHIO 44124
                 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                           THE TRW EMPLOYEE STOCK OWNERSHIP
                                AND STOCK SAVINGS PLAN
                               (FULL TITLE OF THE PLAN)

                        MARTIN A. COYLE, SECRETARY OF TRW INC.
                      1900 Richmond Road, Cleveland, Ohio  44124
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                    (216) 291-7200
            (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                           CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------

                                          Proposed            Proposed maximum
Title of securities     Amount to be   maximum offering           aggregate             Amount of
 to be registered        registered    price per share(1)       offering price      registration fee
- ----------------------------------------------------------------------------------------------------
Common Stock,
  par value
$0.625 per share,
  of TRW Inc.           7,832,898(2)                           $500,000,000(3)          $172,500

Participations in the Plan(4)
- ----------------------------------------------------------------------------------------------------
(1) Indeterminable since shares are not used for accounting under the Plan.
    Contributions to the Plan are a percentage of the participant's
    compensation and are accounted for in dollars. The dollars credited to a
    participant's account will vary from time to time depending upon the market
    value of securities held by the Plan and other factors.

(2) This figure (calculated on the basis of $95.75 per share, the average of
    the high and low prices of TRW Common included in the NYSE-Composite
    Transactions report for May 10, 1996, as published in the Midwest edition
    of THE WALL STREET JOURNAL) represents the estimated maximum number of
    currently outstanding shares of TRW Common which could be purchased under
    the Plan with the estimated $750,000,000 maximum aggregate employee
    contributions and employer contributions to the Plan for the period from
    May 1, 1996 through April 30, 2000, inclusive.

(3) Estimated maximum aggregate employee contributions during the period from
    May 1, 1996 through April 30, 2000, inclusive.

(4) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate amount of participation
    interests to be offered or sold pursuant to the Plan described herein.

In accordance with Rule 429 of the General Rules and Regulations under the
Securities Act of 1933, the Prospectus relating to this Registration Statement
on Form S-8 also relates to the securities covered by Registration Statement No.
33-58263 of TRW Inc.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

    The following documents are incorporated herein by reference:

    (a)  (i)  the TRW Inc. ("TRW") Annual Report on Form 10-K for the year
         ended December 31, 1995;

         (ii)  the financial statements required by Form 11-K for The TRW
         Employee Stock Ownership and Stock Savings Plan (the "Plan") for the
         year ended December 31, 1995, attached as Exhibit 99(a) to the TRW
         Annual Report on Form 10-K for the year ended December 31, 1995;

    (b)  (i)  the description of TRW capital stock filed as Exhibit 4(a) to
         TRW's Quarterly Report on Form 10-Q dated May 9, 1996;

         (ii)  the Rights Agreement between TRW and National City Bank as
         Rights Agent filed as Exhibit 1 to TRW's Form 8-A Registration
         Statement dated April 25, 1996;

    (c)  (i)  the TRW Current Report on Form 8-K dated February 29, 1996;

         (ii)  the TRW Current Report on Form 8-K dated March 21, 1996; and

         (iii)  the TRW Current Report on Form 8-K dated April 25, 1996.

    Until TRW files a post-effective amendment to this Registration Statement
indicating that all securities offered have been sold, or deregistering all such
securities which remain unsold, all documents subsequently filed by TRW or the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

    Not applicable.

Item 5.  Interests of Named Experts and Counsel.

    The legality of the purchase of shares of TRW Common Stock, par value
$0.625 per share, under the Plan and the purchase of participation interests in
the Plan have been passed upon by Martin A. Coyle, Esq., 1900 Richmond Road,
Cleveland, Ohio 44124.  Mr. Coyle, Executive Vice President, General Counsel
and Secretary of TRW, is a shareholder of TRW and a participant in the Plan.

Item 6.  Indemnification of Directors and Officers.

         The Ohio Revised Code and TRW's Regulations provide for indemnification
of TRW's Directors and officers in a variety of circumstances, which may include
liabilities under the Securities Act of 1933.  TRW maintains insurance 
indemnifying Directors and officers in certain cases and with certain
deductible limits.  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Directors and officers, TRW has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.

                                         -2-
Item 7.  Exemption from Registration Claimed.

    Not applicable.

Item 8.  Exhibits.

    The "Exhibit Index" on page 6 is hereby incorporated by reference.

    The undersigned registrant hereby undertakes that it will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan.

Item 9.  Undertakings.

A.  UNDERTAKING PURSUANT TO RULE 415.

    The undersigned registrant hereby undertakes:

    (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

         (i) To include any prospectus required by Section 10(a)(3) of the
    Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after
    the effective date of the Registration Statement (or the most recent post-
    effective amendment thereof) which, individually or in the aggregate, 
    represent a fundamental change in the information set forth in the 
    Registration Statement;

         (iii) To include any material information with respect to the plan of
    distribution not previously disclosed in the Registration Statement or any
    material change to such information in the Registration Statement;

    PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

    (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

B.  UNDERTAKING REGARDING DOCUMENTS SUBSEQUENTLY FILED UNDER THE EXCHANGE ACT.

    The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                         -3-
C.  UNDERTAKING REGARDING INDEMNIFICATION.

    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                         -4-
SIGNATURES

    THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lyndhurst, State of Ohio, on the 17th day of
May, 1996.
                             TRW INC.

                             By   /s/ Martin A. Coyle                
                                  -----------------------------------------
                                  Martin A. Coyle, Executive Vice President
                                  and Secretary

    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.

SIGNATURE               TITLE                                   DATE
- -----------           ----------                               ----------
J. T. GORMAN*      Chairman of the Board, Chief                 May 17, 1996
                   Executive Officer and Director

P. S. HELLMAN*     President, Chief Operating                   May 17, 1996
                   Officer and Director

C. G. MILLER*      Executive Vice President and                 May 17, 1996
                   Chief Financial Officer

T. A. CONNELL*     Vice President and Controller                May 17, 1996

M. H. ARMACOST*    Director                                     May 17, 1996

M. FELDSTEIN*      Director                                     May 17, 1996

R. M. GATES*       Director                                     May 17, 1996

C. H. HAHN*        Director                                     May 17, 1996

G. H. HEILMEIER*   Director                                     May 17, 1996

K. N. HORN*        Director                                     May 17, 1995

E. B. JONES*       Director                                     May 17, 1996

W. S. KISER*       Director                                     May 17, 1996

D. B. LEWIS*       Director                                     May 17, 1996

J. T. LYNN*        Director                                     May 17, 1996

R. W. POGUE*       Director                                     May 17, 1996

    MARTIN A. COYLE, by signing his name hereto, does hereby sign and execute
this Registration Statement on behalf of each of the above-named officers and
Directors of TRW Inc., pursuant to a power of attorney executed by each of such
officers and Directors and filed with the Securities and Exchange Commission.

                                                                May 17, 1996
* By     /s/ Martin A. Coyle
    ----------------------------------
    Martin A. Coyle, Attorney-in-fact

    THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Board of Administration of the Plan has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Lyndhurst, State of Ohio, on the 17th day of May, 1996.

                        THE TRW EMPLOYEE STOCK OWNERSHIP
                        AND STOCK SAVINGS PLAN

                        By   /s/ Martin A. Coyle
                             ---------------------------------
                             Martin A. Coyle, Attorney-in-fact

                                         -5-
EXHIBIT INDEX

Exhibit No.          Exhibit Description
- -----------          --------------------              

5        Legal Opinion of Martin A. Coyle, General Counsel of TRW Inc.

23       Consent of Ernst & Young LLP

         The Consent of Martin A. Coyle is contained in his opinion filed as
         Exhibit 5 to this Registration Statement.

24(a)    Power of Attorney of the Board of Administration of
         The TRW Employee Stock Ownership and Stock Savings Plan

24(b)    Power of Attorney of the Directors and certain officers of TRW Inc.

24(c)    Power of Attorney of Thomas A. Connell, Vice President and Controller
         of TRW Inc.

24(d)    Certified Resolutions of the Directors of TRW Inc.