<PAGE>                                    Registration No. 333-

As filed with the Securities and Exchange Commission on September 8, 1999.
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                          ____________
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                          ____________
                   TRANS WORLD AIRLINES, INC.
     (Exact name of registrant as specified in its charter)

      Delaware                       4512                     43-1145889
  (State or other          (Primary Standard Industrial    (I.R.S. Employer
  jurisdiction of          Classification Code Number)     Identification No.)
  incorporation or                One City Centre
   organization)               515 North Sixth Street
                             St. Louis, Missouri 63101
                                  (314) 589-3000
        (Address, including zip code, and telephone number, including
           area code, of Registrant's principal executive offices)

         INTERNATIONAL ASSOCIATION OF MACHINISTS AND AEROSPACE WORKERS
                        COLLECTIVE BARGAINING AGREEMENT
                           (Full title of the Plan)

                              Kathleen A. Soled
                   Senior Vice President and General Counsel
                           Trans World Airlines, Inc.
                                One City Centre
                              515 N. Sixth Street
                           St. Louis, Missouri 63101
                                  (314) 589-3000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE

Title of            Amount to be     Proposed         Proposed    Amount of
securities to be    registered (1)   maximum          maximum     registration
registered                           offering price   aggregate   fee
                                     per unit (1)     offering
                                                      price (1)
_____________________________________________________________________________
Common Stock,
par value $.01      500,000 shares   $3.97(1)         $1,985,000   $552.00
per share
_____________________________________________________________________________
(1)  Estimated solely for the purpose of calculating the registration fee
pursuant to the provisions of Rule 457(c) & (h)(i) under the Securities Act.
Based on prices of the Common Stock on the American Stock Exchange Composite
Tape as of September 2, 1999.

<PAGE>                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  Incorporation of Documents by Reference

     The reports listed below have been filed with or furnished
to the Securities and Exchange Commission (the "Commission") by
the Registrant and are incorporated herein by reference to the
extent not superseded by reports or other information
subsequently filed or furnished.

     (a)  The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998.

     (b)  The Registrant's Quarterly reports on Form 10-Q for the
quarterly periods ended March 31 and June 30, 1999.

     (c)  The description of the Common Stock of the Registrant
(the "Common Stock") contained in the Registrant's Form 8-A,
dated August 1, 1995, filed under the Exchange Act, including any
amendment or reports filed for the purpose of updating such
description.

     (d)  The Registrant's Proxy Statement and Notice of Meeting
relating to the Annual Meeting of Stockholders held on May 25,
1999.

     (e)  All of the Registrant's reports filed with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
after the date of this Registration Statement and prior to filing
a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof
from the date of filing of such reports.

     Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in any
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.

ITEM 4.  Description of Securities

     Not applicable.

ITEM 5.  Interests of Named Experts and Counsel

     Not applicable.

ITEM 6.  Indemnification of Directors and Officers

     Under the Delaware General Corporation Law (the "DGCL"),
directors, officers, employees and other individuals may be
indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection
with specified actions, suits or proceedings, whether civil,
criminal, administrative or investigative (other than a
derivative action) if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best
interests of TWA and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was
unlawful. A similar standard of care is applicable in the case of
a derivative action, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with
the defense or settlement of such an action, and the DGCL
requires court approval before there can be any indemnification
of expenses where the person seeking indemnification has been
found liable to TWA.

     The eleventh article of TWA's Third Amended and Restated
Certificate of Incorporation ("Article Eleventh") provides that
the Registrant shall indemnify any person who was or is a party
or is threatened to be made a party to, or testifies in, any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative in
nature, by reason of the fact that such person is or was a
director, officer, employee or agent of the Registrant, or is or
was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership,
joint venture, employee benefit plan, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding
to the full extent permitted by law, and the Registrant may adopt
By-laws or enter into agreements with any such person for the
purpose of providing for such indemnification.

     To the extent that a director or officer of the Registrant
has been successful on the merits or otherwise (including without
limitation settlement by nolo contendere) in defense of any
action, suit or proceeding referred to in the immediately
preceding paragraph, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
such person in connection therewith.

     Expenses incurred by an officer, director, employee or agent
in defending or testifying in a civil, criminal, administrative
or investigative action, suit or proceeding may be paid by the
Registrant in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall
ultimately be determined that such director or officer is not
entitled to be indemnified by the Registrant against such
expenses as authorized by Article Eleventh and the Registrant may
adopt By-laws or enter into agreements with such persons for the
purpose of providing for such advances.

     The indemnification permitted by Article Eleventh shall not
be deemed exclusive of any other rights to which any person may
be entitled under any agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity
while holding an office, and shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators
of such person.

     The Registrant shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the Registrant, or is or was
serving at the request of the Registrant as a director, officer,
employee or agent of another corporation, partnership, joint
venture, employee benefit plan trust or other enterprise, against
any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such person's
status as such, whether or not the Registrant would have the
power to indemnify such person against such liability under the
provisions of Article Eleventh or otherwise.

     If the DGCL is amended to further expand the indemnification
permitted to directors, officers, employees or agents of the
Registrant, then the Registrant shall indemnify such persons to
the fullest extent permitted by the DGCL, as so amended.

     The obligations of the Registrant to indemnify any person
serving as one of its directors, officers or employees as of or
following the Registrant's '93 Reorganization, by reason of such
person's past or future service in such a capacity, or as a
director, officer or employee of another corporation, partnership
or other legal entity, to the extent provided in Article Eleventh
or in similar constituent documents or by statutory law or
written agreement of or with the Registrant, shall be deemed and
treated as executory contracts assumed by the Registrant pursuant
to the Registrant's '93 Reorganization. Accordingly, such
indemnification obligations survive and were unaffected by the
entry of the order confirming the Registrant's '93
Reorganization. The obligations of the Registrant to indemnify
any person who, as of the '93 Reorganization, was no longer
serving as one of its directors, officers or employees, which
indemnity obligation arose by reason of such person's prior
service in any such capacity, or as a director, officer or
employee of another corporation, partnership or other legal
entity, to the extent provided in the certificate of
incorporation, by-laws or other constituent documents or by
statutory law or written agreement of or with TWA were terminated
and discharged pursuant to Section 502(e) of the United States
Bankruptcy Code or otherwise, as of the date the '93
Reorganization was confirmed. Nothing contained in the Third
Amended and Restated Certificate of Incorporation of the
Registrant shall be deemed to reinstate any obligation of the
Corporation to indemnify any person or entity, which was
otherwise released under or in connection with the Comprehensive
Settlement Agreement entered into pursuant to the '93
Reorganization.

     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 Securities 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 of whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.

ITEM 7.  Exemption from Registration Claimed

     Not applicable.

ITEM 8.  Exhibits

     The following exhibits are filed with or incorporated by
reference into this Registration Statement:

     4.1       Tentative Agreement between the Registrant
               and the International Association of Machinists
               and Aerospace Workers dated June 13, 1999

     5.1       Opinion of Counsel of Kathleen A. Soled,
               Senior Vice President and General Counsel to the
               Registrant, as to the legality of the shares being
               registered.

     23.1      Consent of KPMG LLP

     24        Powers of Attorney


ITEM 9.  Undertakings

  (a)    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 and 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.

     (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)    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.



<PAGE>                           SIGNATURES

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 on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly
authorized in the City of St. Louis, State of Missouri, on
September 7, 1999.

                    TRANS WORLD AIRLINES, INC.



                    By:  /s/ Michael J. Palumbo
                         ----------------------
                         Michael J. Palumbo, Executive Vice President
                         and Chief Financial Officer


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 dates indicated.

     Signatures                      Title                         Date


/s/ William F. Compton     Director, President and Chief    September 7, 1999
----------------------     Executive Officer
William F. Compton         (Principal Executive Officer)


/s/ Michael J. Palumbo     Executive Vice President and     September 7, 1999
----------------------     Chief Financial Officer
Michael J. Palumbo         (Principal Financial Officer
                           and Principal Accounting Officer)


        *                  Director                         September 7, 1999
----------------------
John W. Bachmann


        *                  Director                         September 7, 1999
----------------------
Eugene P. Conese


        *                  Director                         September 7, 1999
----------------------
Sherry L. Cooper


        *                  Director                         September 7, 1999
----------------------
Gerald L. Gitner


        *                  Director                         September 7, 1999
----------------------
Edgar M. House


        *                  Director                         September 7, 1999
----------------------
Thomas H. Jacobsen


        *                  Director                         September 7, 1999
----------------------
Myron Kaplan


        *                  Director                         September 7, 1999
----------------------
David M. Kennedy


        *                  Director                         September 7, 1999
----------------------
Merrill A. McPeak


        *                  Director                         September 7, 1999
----------------------
Thomas F. Meagher


        *                  Director                         September 7, 1999
----------------------
William O'Driscoll


        *                  Director                         September 7, 1999
----------------------
Robert A. Pastore


        *                  Director                         September 7, 1999
----------------------
G. Joseph Reddington


        *                  Director                         September 7, 1999
----------------------
Blanche M. Touhill




* Signed pursuant to Power of Attorney by:



/s/ Kathleen A. Soled
---------------------
Kathleen A. Soled, as Attorney-In-Fact


<PAGE>                          Exhibit Index


     4.1       Tentative  Agreement between the  Registrant
               and  the  International Association of  Machinists
               and Aerospace Workers dated June 13, 1999

     5.1       Opinion  of  Counsel of Kathleen  A.  Soled,
               Senior  Vice President and General Counsel to  the
               Registrant, as to the legality of the shares being
               registered.

     23.1      Consent of KPMG LLP

     24        Powers of Attorney


<PAGE>
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Registration No. 333-

As filed with the Securities and Exchange Commission on September 8, 1999.
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                          ____________
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                          ____________
                   TRANS WORLD AIRLINES, INC.
     (Exact name of registrant as specified in its charter)

      Delaware                       4512                     43-1145889
  (State or other          (Primary Standard Industrial    (I.R.S. Employer
  jurisdiction of          Classification Code Number)     Identification No.)
  incorporation or                One City Centre
   organization)               515 North Sixth Street
                             St. Louis, Missouri 63101
                                  (314) 589-3000
        (Address, including zip code, and telephone number, including
           area code, of Registrant's principal executive offices)

         INTERNATIONAL ASSOCIATION OF MACHINISTS AND AEROSPACE WORKERS
                        COLLECTIVE BARGAINING AGREEMENT
                           (Full title of the Plan)

                              Kathleen A. Soled
                   Senior Vice President and General Counsel
                           Trans World Airlines, Inc.
                                One City Centre
                              515 N. Sixth Street
                           St. Louis, Missouri 63101
                                  (314) 589-3000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE

Title of            Amount to be     Proposed         Proposed    Amount of
securities to be    registered (1)   maximum          maximum     registration
registered                           offering price   aggregate   fee
                                     per unit (1)     offering
                                                      price (1)
_____________________________________________________________________________
Common Stock,
par value $.01      500,000 shares   $3.97(1)         $1,985,000   $552.00
per share
_____________________________________________________________________________
(1)  Estimated solely for the purpose of calculating the registration fee
pursuant to the provisions of Rule 457(c) & (h)(i) under the Securities Act.
Based on prices of the Common Stock on the American Stock Exchange Composite
Tape as of September 2, 1999.
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference

     The reports listed below have been filed with or furnished
to the Securities and Exchange Commission (the "Commission") by
the Registrant and are incorporated herein by reference to the
extent not superseded by reports or other information
subsequently filed or furnished.

     (a)  The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998.

     (b)  The Registrant's Quarterly reports on Form 10-Q for the
quarterly periods ended March 31 and June 30, 1999.

     (c)  The description of the Common Stock of the Registrant
(the "Common Stock") contained in the Registrant's Form 8-A,
dated August 1, 1995, filed under the Exchange Act, including any
amendment or reports filed for the purpose of updating such
description.

     (d)  The Registrant's Proxy Statement and Notice of Meeting
relating to the Annual Meeting of Stockholders held on May 25,
1999.

     (e)  All of the Registrant's reports filed with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
after the date of this Registration Statement and prior to filing
a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof
from the date of filing of such reports.

     Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in any
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.

ITEM 4.  Description of Securities

     Not applicable.

ITEM 5.  Interests of Named Experts and Counsel

     Not applicable.

ITEM 6.  Indemnification of Directors and Officers

     Under the Delaware General Corporation Law (the "DGCL"),
directors, officers, employees and other individuals may be
indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection
with specified actions, suits or proceedings, whether civil,
criminal, administrative or investigative (other than a
derivative action) if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best
interests of TWA and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was
unlawful. A similar standard of care is applicable in the case of
a derivative action, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with
the defense or settlement of such an action, and the DGCL
requires court approval before there can be any indemnification
of expenses where the person seeking indemnification has been
found liable to TWA.

     The eleventh article of TWA's Third Amended and Restated
Certificate of Incorporation ("Article Eleventh") provides that
the Registrant shall indemnify any person who was or is a party
or is threatened to be made a party to, or testifies in, any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative in
nature, by reason of the fact that such person is or was a
director, officer, employee or agent of the Registrant, or is or
was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership,
joint venture, employee benefit plan, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding
to the full extent permitted by law, and the Registrant may adopt
By-laws or enter into agreements with any such person for the
purpose of providing for such indemnification.

     To the extent that a director or officer of the Registrant
has been successful on the merits or otherwise (including without
limitation settlement by nolo contendere) in defense of any
action, suit or proceeding referred to in the immediately
preceding paragraph, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
such person in connection therewith.

     Expenses incurred by an officer, director, employee or agent
in defending or testifying in a civil, criminal, administrative
or investigative action, suit or proceeding may be paid by the
Registrant in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall
ultimately be determined that such director or officer is not
entitled to be indemnified by the Registrant against such
expenses as authorized by Article Eleventh and the Registrant may
adopt By-laws or enter into agreements with such persons for the
purpose of providing for such advances.

     The indemnification permitted by Article Eleventh shall not
be deemed exclusive of any other rights to which any person may
be entitled under any agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity
while holding an office, and shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators
of such person.

     The Registrant shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the Registrant, or is or was
serving at the request of the Registrant as a director, officer,
employee or agent of another corporation, partnership, joint
venture, employee benefit plan trust or other enterprise, against
any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such person's
status as such, whether or not the Registrant would have the
power to indemnify such person against such liability under the
provisions of Article Eleventh or otherwise.

     If the DGCL is amended to further expand the indemnification
permitted to directors, officers, employees or agents of the
Registrant, then the Registrant shall indemnify such persons to
the fullest extent permitted by the DGCL, as so amended.

     The obligations of the Registrant to indemnify any person
serving as one of its directors, officers or employees as of or
following the Registrant's '93 Reorganization, by reason of such
person's past or future service in such a capacity, or as a
director, officer or employee of another corporation, partnership
or other legal entity, to the extent provided in Article Eleventh
or in similar constituent documents or by statutory law or
written agreement of or with the Registrant, shall be deemed and
treated as executory contracts assumed by the Registrant pursuant
to the Registrant's '93 Reorganization. Accordingly, such
indemnification obligations survive and were unaffected by the
entry of the order confirming the Registrant's '93
Reorganization. The obligations of the Registrant to indemnify
any person who, as of the '93 Reorganization, was no longer
serving as one of its directors, officers or employees, which
indemnity obligation arose by reason of such person's prior
service in any such capacity, or as a director, officer or
employee of another corporation, partnership or other legal
entity, to the extent provided in the certificate of
incorporation, by-laws or other constituent documents or by
statutory law or written agreement of or with TWA were terminated
and discharged pursuant to Section 502(e) of the United States
Bankruptcy Code or otherwise, as of the date the '93
Reorganization was confirmed. Nothing contained in the Third
Amended and Restated Certificate of Incorporation of the
Registrant shall be deemed to reinstate any obligation of the
Corporation to indemnify any person or entity, which was
otherwise released under or in connection with the Comprehensive
Settlement Agreement entered into pursuant to the '93
Reorganization.

     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 Securities 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 of whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.

ITEM 7.  Exemption from Registration Claimed

     Not applicable.

ITEM 8.  Exhibits

     The following exhibits are filed with or incorporated by
reference into this Registration Statement:

     4.1       Tentative Agreement between the Registrant
               and the International Association of Machinists
               and Aerospace Workers dated June 13, 1999

     5.1       Opinion of Counsel of Kathleen A. Soled,
               Senior Vice President and General Counsel to the
               Registrant, as to the legality of the shares being
               registered.

     23.1      Consent of KPMG LLP

     24        Powers of Attorney

ITEM 9.  Undertakings

  (a)    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 and 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.

     (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)    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.
SIGNATURES

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 on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly
authorized in the City of St. Louis, State of Missouri, on
September 7, 1999.

                    TRANS WORLD AIRLINES, INC.

                    By:  /s/ Michael J. Palumbo
                         ----------------------
                         Michael J. Palumbo, Executive Vice President
                         and Chief Financial Officer

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 dates indicated.

     Signatures                      Title                         Date

/s/ William F. Compton     Director, President and Chief    September 7, 1999
----------------------     Executive Officer
William F. Compton         (Principal Executive Officer)

/s/ Michael J. Palumbo     Executive Vice President and     September 7, 1999
----------------------     Chief Financial Officer
Michael J. Palumbo         (Principal Financial Officer
                           and Principal Accounting Officer)

        *                  Director                         September 7, 1999
----------------------
John W. Bachmann

        *                  Director                         September 7, 1999
----------------------
Eugene P. Conese

        *                  Director                         September 7, 1999
----------------------
Sherry L. Cooper

        *                  Director                         September 7, 1999
----------------------
Gerald L. Gitner

        *                  Director                         September 7, 1999
----------------------
Edgar M. House

        *                  Director                         September 7, 1999
----------------------
Thomas H. Jacobsen

        *                  Director                         September 7, 1999
----------------------
Myron Kaplan

        *                  Director                         September 7, 1999
----------------------
David M. Kennedy

        *                  Director                         September 7, 1999
----------------------
Merrill A. McPeak

        *                  Director                         September 7, 1999
----------------------
Thomas F. Meagher

        *                  Director                         September 7, 1999
----------------------
William O'Driscoll

        *                  Director                         September 7, 1999
----------------------
Robert A. Pastore

        *                  Director                         September 7, 1999
----------------------
G. Joseph Reddington

        *                  Director                         September 7, 1999
----------------------
Blanche M. Touhill

* Signed pursuant to Power of Attorney by:

/s/ Kathleen A. Soled
---------------------
Kathleen A. Soled, as Attorney-In-Fact
Exhibit Index

     4.1       Tentative  Agreement between the  Registrant
               and  the  International Association of  Machinists
               and Aerospace Workers dated June 13, 1999

     5.1       Opinion  of  Counsel of Kathleen  A.  Soled,
               Senior  Vice President and General Counsel to  the
               Registrant, as to the legality of the shares being
               registered.

     23.1      Consent of KPMG LLP

     24        Powers of Attorney