Exhibit 4(a)

                        DESCRIPTION OF TRW CAPITAL STOCK


GENERAL

     TRW's authorized capital stock consists of 255,099,536 shares, classified
as follows:  250,000,000 shares of Common Stock, par value $0.625 per share;
5,000,000 shares of Serial Preference Stock II, without par value ("Serial
Preference Stock II"); and 99,536 shares of Serial Preference Stock, without par
value ("Serial Preference Stock" and, together with Serial Preference Stock II,
"Preference Stock").

     Each share of Common Stock is generally entitled to one vote on the
election of directors and upon all other matters on which shareholders may vote.
All shares are fully paid and nonassessable.  They are entitled to participate
equally and ratably in dividends, if any, as may be declared by the Directors
out of funds legally available therefor and in distributions on liquidation, in
each case subject to preferential rights of the holders of Preference Stock.
Dividends may not be paid to holders of Common Stock if the dividends fixed 
with respect to the Preference Stock have not been paid or provided for.  
Holders of Common Stock have no preemptive or cumulative voting rights, 
except if requested by shareholders pursuant to Ohio law.  TRW has a 
classified board of Directors, and TRW's Regulations provide that a 
two-thirds vote is required to remove Directors without cause; accordingly, at 
least two annual shareholders' meetings will be required to effect a change 
in a majority of the Directors, regardless of whether cumulative voting is 
invoked.  The Common Stock is traded on the New York, Chicago, Pacific and 
Philadelphia Stock Exchanges, as well as on the Frankfurt and London Stock 
Exchanges.

     TRW may issue shares of Preference Stock in series having whatever 
rights and preferences the Directors may determine consistent with TRW's 
Amended Articles of Incorporation.  One or more series of Preference Stock 
may be made convertible into Common Stock at rates determined by the 
Directors, and Preference Stock may be redeemable.  Shares of Preference 
Stock rank, as to dividend and liquidation rights, senior to Common Stock and 
on a parity with each other.  The holders of Serial Preference Stock are 
entitled to receive $100 per share in the event of any involuntary 
liquidation.  Dividends on Preference Stock are cumulative from the date of 
issuance or from such other date or dates as may be fixed for the series by 
the Directors.  Each share of Serial Preference Stock II is entitled to one 
vote, and the holders of Serial Preference Stock are entitled to two votes 
for each share.  Holders of Common Stock, Serial Preference Stock II and 
Serial Preference Stock vote together as one class on all matters, except 
following certain defaults in the payment of dividends on the Preference 
Stock, or with respect to certain transactions or amendments to the Articles 
of Incorporation,





which require the vote of holders of Preference Stock voting separately as a
class.  Preference Stock may be issued from time to time upon authorization of
the Directors without action of the shareholders.

     There are no shares of Serial Preference Stock outstanding and two series
of Serial Preference Stock II outstanding:  Cumulative Serial Preference Stock
II, $4.40 Convertible Series 1 ("Series 1"), and Cumulative Serial
Preference Stock II, $4.50 Convertible Series 3 ("Series 3").  TRW has 1,735,000
authorized shares of Series 1 and 2,120,000 authorized shares of Series 3.  In
addition, there are authorized, but not outstanding, 1,145,000 shares of
Cumulative Redeemable Serial Preference Stock II, Series 4 ("Series 4").  The
annual dividend rates fixed are $4.40 per share for Series 1 and $4.50 per share
for Series 3, and in the event of liquidation, the holders of outstanding shares
of Series 1 and Series 3 are entitled to receive $104 and $40 per share,
respectively, in case of any involuntary liquidation and an amount equal to the
redemption price in effect on the distribution date in case of any voluntary
liquidation.  The quarterly dividend rate fixed for each share of Series 4 is
the lesser of $100 or 100 times the aggregate per share dividend amounts
declared on a share of Common Stock since the immediately preceding quarterly
dividend payment date.  In the event of any liquidation, the holders of
outstanding shares of Series 4 are entitled to receive an amount per share at
least equal to the redemption price in effect on the distribution date.

     Shares of Series 1 are convertible into Common Stock at the option of 
the holders at any time prior to redemption at the rate of 4.4 shares of 
Common Stock for each share of Series 1, and outstanding shares of Series 3 
are convertible into Common Stock at the option of the holders at any time 
prior to redemption at the rate of 3.724 shares (as adjusted) of Common Stock 
for each share of Series 3, in each case subject to adjustment to reflect 
stock splits, stock dividends, combinations and certain issuances of 
securities and distributions.  Shares of Series 4 are not convertible into 
shares of TRW Common.  Series 1 and Series 3 are redeemable at a price of 
$104 and $100 per share, respectively.  Series 4 is redeemable at a price of 
$30,000 per share, subject to adjustment from time to time based on the 
Rights Agreement dated as of April 24, 1996, between TRW and National City 
Bank (the "Rights Agreement"), which sets forth the terms of the shareholder 
purchase rights plan adopted by the Directors of TRW.


     Pursuant to the terms of the Rights Agreement, each shareholder of 
record on May 17, 1996 received as a dividend one right ("Right") for each 
share of TRW Common owned on that date. Each Right entitles the holder, upon 
the occurrence of certain events, to buy one one-hundredth of a share of 
Series 4 from TRW at a price of $300.  In addition, in certain other events, 
each right will entitle the holder (other than an acquiring party) to 
purchase $600 of TRW Common or common stock of another person at a 50 percent 
discount.  TRW may redeem each Right for 


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$.01 per share at any time prior to the earlier of (a) the close of business 
on the tenth day following the first occurrence of certain events which would 
result in the Rights becoming exercisable to purchase TRW Common or common 
stock of another person or (b) April 24, 2006.  The Rights do not confer any 
right to vote, to receive dividends or other distributions, or any other 
rights of a shareholder prior to their exercise.

     THE DESCRIPTION OF THE TERMS OF TRW COMMON, SERIAL PREFERENCE STOCK II AND
SERIAL PREFERENCE STOCK SET FORTH HEREIN IS ONLY A SUMMARY AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO TRW'S AMENDED ARTICLES OF INCORPORATION, WHICH
CONTAIN A COMPLETE DESCRIPTION OF THE TERMS OF EACH SUCH CLASS OF STOCK.  THE
DESCRIPTION OF THE RIGHTS IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE
RIGHTS AGREEMENT.

TRANSFER AGENTS AND REGISTRARS

     The Transfer Agents for TRW Common are TRW Inc. in Cleveland, Ohio and
First Chicago Trust Company in New York, New York; the Registrars are National
City Bank in Cleveland, Ohio and First Chicago Trust Company in New York, 
New York.  The Rights Agent is National City Bank in Cleveland, Ohio.

TRW INDENTURES AND AGREEMENTS

     TRW is, and from time to time will become, a party to indentures and
agreements, some of which may have the effect of restricting dividends (except
stock dividends) and other distributions on, and the purchase, redemption or
retirement of, TRW stock, unless the total amount involved in such transactions
does not exceed a specified amount plus the consolidated net income of TRW (as
defined in the indenture or agreement), subject to certain adjustments.



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