<PAGE>
 
  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 1997  
                                                     
                                                     Registration No.333-_______
================================================================================


                       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                                          43-1145889
(State or other jurisdiction of                                (I.R.S.
incorporation or organization)                      Employer Identification No.)
                                  

                                ONE CITY CENTRE
                                515 N. SIXTH ST.
                           ST. LOUIS, MISSOURI 63101
                                 (314) 589-3000
         (Address, including zip code, and telephone number, including
            area code, of Registrant's principal executive offices)

                           TRANS WORLD AIRLINES, INC.
                       KEY EMPLOYEE STOCK INCENTIVE PLAN
                            (Full title of the Plan)

                                GERALD L. GITNER
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                           TRANS WORLD AIRLINES, INC.
                                ONE CITY CENTRE
                                515 N. SIXTH ST.
                           ST. LOUIS, MISSOURI 63101
                                 (314) 589-3000
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                        
                                   Copies to:
                             HOWARD E. TURNER, ESQ.
                           SMITH, GAMBRELL & RUSSELL
                            SUITE 3100, PROMENADE II
                          1230 PEACHTREE STREET, N.E.
                          ATLANTA, GEORGIA  30309-1010
                                 (404) 815-3500
<TABLE> 
<CAPTION> 
                                        CALCULATION OF REGISTRATION FEE

=============================================================================================================== 
                                                               Proposed           Proposed                      
                                                               maximum            maximum           Amount of   
                                            Amount to be    offering price    aggregate offering  registration  
Title of securities to be registered        registered         per unit (1)        price (1)          fee (1)   
<S>                                       <C>               <C>              <C>                  <C>
---------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share    4,159,936 shares          $7.3125          $30,419,532         $9,219
===============================================================================================================
</TABLE> 

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to the provisions of Rule 457(c) & (h)(1) under the Securities Act
     of 1933, as amended (the "Securities Act").  Based on prices as of 
     November 4, 1997.
<PAGE>
 
      Pursuant to Instruction E of the General Instructions to Form S-8 under
   the regulations of the Securities Act of 1933, as amended, the registrant
   hereby incorporates by reference the Company's Registration Statement on Form
   S-8 (Reg. No. 333-01561), as filed with the Commission on March 8, 1996, by
   which the Company registered 2,882,632 shares of Common Stock issuable upon
   exercise of options granted pursuant to the Plan.

   ITEM 8.  EXHIBITS.

      The following exhibits are filed as part of this Registration Statement:

   Exhibit
   Number   Description
   -------  -----------

     5      Opinion of Smith, Gambrell & Russell, LLP

     23.1   Consent of Smith, Gambrell & Russell, LLP, included in Exhibit 5

     23.2   Consent of KPMG Peat Marwick LLP

     24     Powers of Attorney
<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
   OCTOBER 31, 1997.

                                  TRANS WORLD AIRLINES, INC.


                                  By: Michael J. Palumbo
                                      -----------------------------------------
                                      Michael J. Palumbo, Senior 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
    ----------                     -----                        ----


   Gerald L. Gitner          Director, Chairman              October 31, 1997
   -----------------------   of the Board and Chief 
   Gerald L. Gitner          Executive Officer (Principal 
                             Executive Officer)

 
   Michael J. Palumbo        Senior Vice President
   -----------------------   and Chief Financial             October 31, 1997
   Michael J. Palumbo        Officer (Principal
                             Financial Officer and 
                             Principal Accounting Officer)

             *               Director                        October 31, 1997
   ----------------------- 
   John W. Bachmann



             *               Director                        October 31, 1997
   ----------------------- 
   William F. Compton


             *               Director                        October 31, 1997
   ----------------------- 
   Eugene P. Conese


             *               Director                        October 31, 1997
   ----------------------- 
   William M. Hoffman


             *               Director                        October 31, 1997
   ----------------------- 
   Thomas H. Jacobsen
<PAGE>
 
             *               Director                        October 31, 1997
   ----------------------- 
   Myron Kaplan


             *               Director                        October 31, 1997
   ----------------------- 
   David M. Kennedy


             *               Director                        October 31, 1997
   ----------------------- 
   Merrill A. McPeak


             *               Director                        October 31, 1997
   ----------------------- 
   Thomas F. Meagher


             *               Director                        October 31, 1997
   ----------------------- 
   William O'Driscoll


             *               Director                        October 31, 1997
   ----------------------- 
   G. Joseph Reddington


             *               Director                        October 31, 1997
   ----------------------- 
   Blanche M. Touhill


             *               Director                        October 31, 1997
   ----------------------- 
   Stephen M. Tumblin


             *               Director                        October 31, 1997
   ----------------------- 
   William W. Winpisinger


   * Signed pursuant to Power of Attorney by:


   Richard P. Magurno
   ---------------------------------------
   Richard P. Magurno, as Attorney-In-Fact
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 8264}]
{"company-data": {"conformed-name": "TRANS WORLD AIRLINES INC /NEW/", "cik": "0000278327", "assigned-sic": "4512", "irs-number": "431145889", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39739", "film-number": "97710020"}, "business-address": {"street1": "ONE CITY CENTRE", "street2": "515 N SIXTH ST", "city": "ST LOUIS", "state": "MO", "zip": "63101", "phone": "3145893000"}, "mail-address": {"street1": "ONE CITY CENTRE", "street2": "515 N 6TH ST", "city": "ST LOUIS", "state": "MO", "zip": "63101"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 1997  
                                                     
                                                     Registration No.333-_______
================================================================================

                       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                                          43-1145889
(State or other jurisdiction of                                (I.R.S.
incorporation or organization)                      Employer Identification No.)
                                  

                                ONE CITY CENTRE
                                515 N. SIXTH ST.
                           ST. LOUIS, MISSOURI 63101
                                 (314) 589-3000
         (Address, including zip code, and telephone number, including
            area code, of Registrant's principal executive offices)

                           TRANS WORLD AIRLINES, INC.
                       KEY EMPLOYEE STOCK INCENTIVE PLAN
                            (Full title of the Plan)

                                GERALD L. GITNER
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                           TRANS WORLD AIRLINES, INC.
                                ONE CITY CENTRE
                                515 N. SIXTH ST.
                           ST. LOUIS, MISSOURI 63101
                                 (314) 589-3000
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                        
                                   Copies to:
                             HOWARD E. TURNER, ESQ.
                           SMITH, GAMBRELL & RUSSELL
                            SUITE 3100, PROMENADE II
                          1230 PEACHTREE STREET, N.E.
                          ATLANTA, GEORGIA  30309-1010
                                 (404) 815-3500
CALCULATION OF REGISTRATION FEE

=============================================================================================================== 
                                                               Proposed           Proposed                      
                                                               maximum            maximum           Amount of   
                                            Amount to be    offering price    aggregate offering  registration  
Title of securities to be registered        registered         per unit (1)        price (1)          fee (1)
---------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share    4,159,936 shares          $7.3125          $30,419,532         $9,219
===============================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to the provisions of Rule 457(c) & (h)(1) under the Securities Act
     of 1933, as amended (the "Securities Act").  Based on prices as of 
     November 4, 1997.
Pursuant to Instruction E of the General Instructions to Form S-8 under
   the regulations of the Securities Act of 1933, as amended, the registrant
   hereby incorporates by reference the Company's Registration Statement on Form
   S-8 (Reg. No. 333-01561), as filed with the Commission on March 8, 1996, by
   which the Company registered 2,882,632 shares of Common Stock issuable upon
   exercise of options granted pursuant to the Plan.

   ITEM 8.  EXHIBITS.

      The following exhibits are filed as part of this Registration Statement:

   Exhibit
   Number   Description
   -------  -----------

     5      Opinion of Smith, Gambrell & Russell, LLP

     23.1   Consent of Smith, Gambrell & Russell, LLP, included in Exhibit 5

     23.2   Consent of KPMG Peat Marwick LLP

     24     Powers of Attorney
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
   OCTOBER 31, 1997.

                                  TRANS WORLD AIRLINES, INC.

                                  By: Michael J. Palumbo
                                      -----------------------------------------
                                      Michael J. Palumbo, Senior 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
    ----------                     -----                        ----

   Gerald L. Gitner          Director, Chairman              October 31, 1997
   -----------------------   of the Board and Chief 
   Gerald L. Gitner          Executive Officer (Principal 
                             Executive Officer)

 
   Michael J. Palumbo        Senior Vice President
   -----------------------   and Chief Financial             October 31, 1997
   Michael J. Palumbo        Officer (Principal
                             Financial Officer and 
                             Principal Accounting Officer)

             *               Director                        October 31, 1997
   ----------------------- 
   John W. Bachmann

             *               Director                        October 31, 1997
   ----------------------- 
   William F. Compton

             *               Director                        October 31, 1997
   ----------------------- 
   Eugene P. Conese

             *               Director                        October 31, 1997
   ----------------------- 
   William M. Hoffman

             *               Director                        October 31, 1997
   ----------------------- 
   Thomas H. Jacobsen
*               Director                        October 31, 1997
   ----------------------- 
   Myron Kaplan

             *               Director                        October 31, 1997
   ----------------------- 
   David M. Kennedy

             *               Director                        October 31, 1997
   ----------------------- 
   Merrill A. McPeak

             *               Director                        October 31, 1997
   ----------------------- 
   Thomas F. Meagher

             *               Director                        October 31, 1997
   ----------------------- 
   William O'Driscoll

             *               Director                        October 31, 1997
   ----------------------- 
   G. Joseph Reddington

             *               Director                        October 31, 1997
   ----------------------- 
   Blanche M. Touhill

             *               Director                        October 31, 1997
   ----------------------- 
   Stephen M. Tumblin

             *               Director                        October 31, 1997
   ----------------------- 
   William W. Winpisinger

   * Signed pursuant to Power of Attorney by:

   Richard P. Magurno
   ---------------------------------------
   Richard P. Magurno, as Attorney-In-Fact