As filed with the Securities and Exchange Commission on October 4, 1996.
                                          Registration Statement No. 333-_____

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                             ____________________

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

                             WORLD AIRWAYS, INC.
            (Exact name of Registrant as specified in its Charter)

       Delaware                                      94-1358276
    (State or other jurisdiction of               (I.R.S. Employer 
     incorporation or organization)             Identification Number)

                             World Airways, Inc.
                   Washington Dulles International Airport
                            13873 Park Center Road
                                  Suite 490
                        Herndon, Virginia  22071-3223
         (Address of principal executive office, including zip code)

                         WORLD AIRWAYS, INC. EMPLOYEE
                       SAVINGS AND STOCK OWNERSHIP PLAN
                           (Full title of the Plan)
                            ______________________

                              Charles W. Pollard
                              World Airways, Inc.
                   Washington Dulles International Airport
                             13873 Park Center Road
                                  Suite 490
                          Herndon, Virginia  22071-3223
                               (703) 834-9209
           (Name, address, including zip code, and telephone number
                  including area code, of agent for service)

                               With copies to:

                            David M. Carter, Esq.
                              Hunton & Williams
                        Riverfront Plaza, East Tower
                            951 East Byrd Street
                        Richmond, Virginia 23219-4074
                                 804-788-8200
                             ____________________

                       CALCULATION OF REGISTRATION FEE

                                 Proposed       Proposed
Title of                         maximum        maximum
securities           Amount      offering       aggregate   Amount of
to be                to be       price          offering  registration
registered          registered   per share(1)    price        fee

Common Stock(2)  225,000 shares    $6.94      $1,561,500      $474.00

(1)  Calculated pursuant to Rule 457(c) on the basis of $6.94 per share, which
was the average of the high and low prices of the Common Stock as quoted on
the Nasdaq National Market on September 30, 1996.
(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement also covers an
indeterminate amount of interests in the employee benefit plan described
herein.

<PAGE>

                                    PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

          Not required to be filed with the Securities and Exchange Commission
(the "Commission").

Item 2.  Registrant Information and Employee Plan Annual Information.

          Not required to be filed with the Commission.


<PAGE>

                                   PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The following documents filed by World Airways, Inc. (the "Company"
or "World Airways") with the Commission (File No. 0-26582) are incorporated
herein by reference and made a part hereof:  


          1.        the Plan's Annual Report on Form 11-K for the fiscal year
ended December 31, 1995;

          2.        the Company's Annual Report on Form 10-K for the year
ended December 31, 1995; and

          3.        the Company's Quarterly Report on Form 10-Q for the
quarters ended March 31 and June 30, 1996, respectively.

          In addition, all documents filed by the Company pursuant to Section
13(a) and 13(c) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date of the Prospectus and prior to the termination
of the offering of shares of the Company's Common Stock pursuant to the World
Airways, Inc. Employee Savings and Stock Ownership Plan (the "Plan"), any
definitive proxy or information statement filed pursuant to Section 14 of the
Exchange Act in connection with any subsequent meeting of shareholders and any
reports filed pursuant to Section 15(d) of the Exchange Act prior to any such
termination of the offering of shares, shall be deemed to be incorporated by
reference in the Prospectus and to be a part hereof from the date of filing of
such documents.  Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that is or is
deemed to be incorporated by reference herein modifies or supersedes such
earlier statement.  Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of the
Prospectus.

Item 4.  Description of Securities.

          Not applicable.

Item 5.  Interests of Named Experts and Counsel.

          Not applicable.

Item 6.  Indemnification of Directors and Officers.

          Section 145 of the Delaware General Corporation Law ("DGCL")
authorizes, inter alia, a corporation generally to indemnify any person
("indemnitee") who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation, in a similar position
with another corporation or entity, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful.  With respect to actions or suits by or in the right of the
corporation; however, an indemnitee who acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation is generally limited to attorneys' fees and other expenses, and no
indemnification shall be made if such person is adjudged liable to the
corporation unless and only to the extent that a court of competent
jurisdiction determines that indemnification is appropriate.  Section 145
further provides that any indemnification shall be made by the corporation
only as authorized in each specific case upon a determination by the (i)
stockholders, (ii) board of directors by a majority voted of a quorum
consisting of directors who were not parties to such action, suit or
proceeding or (iii) independent counsel if a quorum of disinterested directors
so directs, that indemnification of the indemnitee is proper because he has
met the applicable standard of conduct.  Section 145 provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise.

          Section 8.02 of the Company's Bylaws, a copy of which is filed as
Exhibit 3.2 to the Registration Statement and incorporated herein by
reference, provides, in substance, that directors, officers, employees and
agents shall be indemnified to the fullest extent permitted by Section 145 of
the DGCL.

          Articles VIII and IX of the Company's Amended and Restated
Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to the
Registration Statement and incorporated herein by reference, limits the
liability of directors of the Company to the Company or its stockholders (in
their capacity as directors but not in their capacity as officers) to the
fullest extent permitted by the DGCL.  Specifically, directors of the Company
will not be personally liable for monetary damages for breach of a director's
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payments of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the DGCL or
(iv) for any transaction from which the director derived an improper personal
benefit.  The Restated Certificate of Incorporation also provides that if the
DGCL is amended after the approval of the Restated Certificate of
Incorporation to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Company will be eliminated or limited to the full extent permitted by the
DGCL, as so amended.

          The Company intends to enter into indemnification agreements with
certain of its directors providing for indemnification to the fullest extent
permitted by the laws of the State of Delaware.  These agreements provide for
specific procedures to better assure the directors' rights to indemnification,
including procedures for directors to submit claims, for determination of
directors' entitlement to indemnification (including the allocation of the
burden of proof and selection of a reviewing party) and for enforcement of
directors' indemnification rights.

Item 7.  Exemption from Registration Claimed.

          Not applicable.

Item 8.  Exhibits.

Exhibit No.

         3.1  Amended and Restated Certificate of Incorporation of the Company
(Incorporated herein by reference from Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (File No. 33-95488)).

         3.2  Amended and Restated Bylaws of the Company (Incorporated herein
by reference from Exhibit 3.2 to the Company's Registration Statement on Form
S-1 (No. 33-95488)).

         4.1  Article IV of the Company's Amended and Restated Certificate of
Incorporation and Section 6 of the Company's Bylaws (Incorporated by reference 
from Exhibits 3.1 and 3.2, respectively).

        10.1  WorldCorp, Inc. Employee Savings and Stock Ownership Plan,
amended and restated as of January 1, 1994.

        10.2  Amendment No. 1 to WorldCorp, Inc. Amended and Restated Employee
Savings and Stock Ownership Plan.

        10.3  Amendment No. 2 to WorldCorp, Inc. Amended and Restated Employee
Savings and Stock Ownership Plan.

        10.4  Amendment No. 3 to WorldCorp, Inc. Amended and Restated Employee
Savings and Stock Ownership Plan.

        23.1  Consent of KPMG Peat Marwick LLP.

         24   Power of Attorney (included on signature page).

Item 9.  Undertakings

          (a)       The undersigned registrant hereby undertakes:

                    1.        To file, during any period in which offers or
sales are made, a post-effective amendment to this registration statement:

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

                              (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 in such information in the
registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
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 Exchange Act that are incorporated by
reference in the registration statement.

                    2.        That, for the purpose of determining any
liability under the Securities Act, 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, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act, and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act, 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.

          (c)       Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of
the 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 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.

          (d)       The undersigned registrant hereby undertakes that the
registrant will submit or has submitted the Plan and any amendment thereto to
the Internal Revenue Service (the "IRS") in a timely manner and has made or
will make all changes required by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code.

<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 to be signed on its behalf by the undersigned,
thereunto duly authorized, in Herndon, Commonwealth of Virginia on September
25, 1996.

                                          WORLD AIRWAYS, INC.
                                          (Registrant)


                                           By:  /s/ Charles W. Pollard         
                                               Charles W. Pollard 
                                               President


<PAGE>

                              POWER OF ATTORNEY

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 25, 1996.  Each of the directors and/or
officers of World Airways, Inc. whose signature appears below hereby appoints
T. Coleman Andrews, III, Charles W. Pollard and David M. Carter, and each of
them severally, as his attorney-in-fact to sign in his name and behalf, in any
and all capacities stated below and to file with the Securities and Exchange
Commission, any and all amendments, including post-effective amendments to
this registration statement, making such changes in the registration statement
as appropriate, and generally to do all such things in their behalf in their
capacities as officers and directors to enable World Airways, Inc., to comply
with the provisions of the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission.

            Signature                  Title

                
  /s/ T. Coleman Andrews, III          Chief Executive Officer, Chairman
T. Coleman Andrews, III                of the Board and Director
                                       (Principal Executive Officer)

  /s/ Charles W. Pollard               President and Director
Charles W. Pollard


  /s/ Michael E. Savage                Vice President-Chief Financial Officer
Michael E. Savage                      (Principal Financial and Accounting
                                       Officer)


  /s/ Ahmad M. Khatib                  Executive Vice President - Operations
Ahmad M. Khatib                        and Director


  /s/ A. Scott Andrews                 Director
A. Scott Andrews


                                       Director
Wan Malek Ibrahim


  /s/ Russell L. Ray, Jr.              Director
Russell L. Ray, Jr.


  /s/ Peter M. Sontag                  Director
Peter M. Sontag


                                       Director
Lim Kheng Yew


<PAGE>


                The Plan.  Pursuant to the requirements of the Securities Act,
the trustees of the Plan have caused this registration statement to be signed
on their behalf by the undersigned, thereto duly authorized, in the City of
Herndon, State of Virginia, on this 4th day of October 1996.

                                          WORLD AIRWAYS, INC. EMPLOYEE SAVINGS
                                          AND STOCK OWNERSHIP PLAN

                                                                  
                                          By:     /s/ A. Scott Andrews
                                                  A. Scott Andrews
                                                  Trustee 


<PAGE>

                                EXHIBIT INDEX


Exhibit No.                             Description


3.1                     Amended and Restated Certificate of Incorporation of
                        the Company (Incorporated herein by reference from
                        Exhibit 3.1 of the Company's Registration Statement on
                        Form S-1 (File No. 33-95488)).

3.2                     Amended and Restated Bylaws of the Company
                        (Incorporated herein by reference from Exhibit 3.2 to
                        the Company's Registration Statement on Form S-1 (No.
                        33-95488)). 

4.1                     Article IV of the Company's Amended and Restated
                        Certificate of Incorporation and Section 6 of the
                        Company's Bylaws (Incorporated by reference from
                        Exhibits 3.1 and 3.2, respectively).

10.1                    WorldCorp, Inc. Employee Savings and Stock Ownership
                        Plan, amended and restated as of January 1, 1994.

10.2                    Amendment No. 1 to WorldCorp, Inc. Amended and
                        Restated Employee Savings and Stock Ownership Plan.

10.3                    Amendment No. 2 to WorldCorp, Inc. Amended and
                        Restated Employee Savings and Stock Ownership Plan.

10.4                    Amendment No. 3 to WorldCorp, Inc. Amended and
                        Restated Employee Savings and Stock Ownership Plan.

23.1                    Consent of KPMG Peat Marwick LLP.

24                      Power of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20638}]
{"company-data": {"conformed-name": "WORLD AIRWAYS INC /DE/", "cik": "0000949240", "assigned-sic": "4512", "irs-number": "941358276", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13575", "film-number": "96639930"}, "business-address": {"street1": "13873 PKCENTER RD STE 490", "street2": "C/O WASHINGTON DULLES INTL AIRPPORT", "city": "HERNDON", "state": "VA", "zip": "22071"}}
As filed with the Securities and Exchange Commission on October 4, 1996.
                                          Registration Statement No. 333-_____

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                             ____________________

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

                             WORLD AIRWAYS, INC.
            (Exact name of Registrant as specified in its Charter)

       Delaware                                      94-1358276
    (State or other jurisdiction of               (I.R.S. Employer 
     incorporation or organization)             Identification Number)

                             World Airways, Inc.
                   Washington Dulles International Airport
                            13873 Park Center Road
                                  Suite 490
                        Herndon, Virginia  22071-3223
         (Address of principal executive office, including zip code)

                         WORLD AIRWAYS, INC. EMPLOYEE
                       SAVINGS AND STOCK OWNERSHIP PLAN
                           (Full title of the Plan)
                            ______________________

                              Charles W. Pollard
                              World Airways, Inc.
                   Washington Dulles International Airport
                             13873 Park Center Road
                                  Suite 490
                          Herndon, Virginia  22071-3223
                               (703) 834-9209
           (Name, address, including zip code, and telephone number
                  including area code, of agent for service)

                               With copies to:

                            David M. Carter, Esq.
                              Hunton & Williams
                        Riverfront Plaza, East Tower
                            951 East Byrd Street
                        Richmond, Virginia 23219-4074
                                 804-788-8200
                             ____________________

                       CALCULATION OF REGISTRATION FEE

                                 Proposed       Proposed
Title of                         maximum        maximum
securities           Amount      offering       aggregate   Amount of
to be                to be       price          offering  registration
registered          registered   per share(1)    price        fee

Common Stock(2)  225,000 shares    $6.94      $1,561,500      $474.00

(1)  Calculated pursuant to Rule 457(c) on the basis of $6.94 per share, which
was the average of the high and low prices of the Common Stock as quoted on
the Nasdaq National Market on September 30, 1996.
(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement also covers an
indeterminate amount of interests in the employee benefit plan described
herein.
PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

          Not required to be filed with the Securities and Exchange Commission
(the "Commission").

Item 2.  Registrant Information and Employee Plan Annual Information.

          Not required to be filed with the Commission.
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The following documents filed by World Airways, Inc. (the "Company"
or "World Airways") with the Commission (File No. 0-26582) are incorporated
herein by reference and made a part hereof:  

          1.        the Plan's Annual Report on Form 11-K for the fiscal year
ended December 31, 1995;

          2.        the Company's Annual Report on Form 10-K for the year
ended December 31, 1995; and

          3.        the Company's Quarterly Report on Form 10-Q for the
quarters ended March 31 and June 30, 1996, respectively.

          In addition, all documents filed by the Company pursuant to Section
13(a) and 13(c) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date of the Prospectus and prior to the termination
of the offering of shares of the Company's Common Stock pursuant to the World
Airways, Inc. Employee Savings and Stock Ownership Plan (the "Plan"), any
definitive proxy or information statement filed pursuant to Section 14 of the
Exchange Act in connection with any subsequent meeting of shareholders and any
reports filed pursuant to Section 15(d) of the Exchange Act prior to any such
termination of the offering of shares, shall be deemed to be incorporated by
reference in the Prospectus and to be a part hereof from the date of filing of
such documents.  Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that is or is
deemed to be incorporated by reference herein modifies or supersedes such
earlier statement.  Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of the
Prospectus.

Item 4.  Description of Securities.

          Not applicable.

Item 5.  Interests of Named Experts and Counsel.

          Not applicable.

Item 6.  Indemnification of Directors and Officers.

          Section 145 of the Delaware General Corporation Law ("DGCL")
authorizes, inter alia, a corporation generally to indemnify any person
("indemnitee") who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation, in a similar position
with another corporation or entity, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful.  With respect to actions or suits by or in the right of the
corporation; however, an indemnitee who acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation is generally limited to attorneys' fees and other expenses, and no
indemnification shall be made if such person is adjudged liable to the
corporation unless and only to the extent that a court of competent
jurisdiction determines that indemnification is appropriate.  Section 145
further provides that any indemnification shall be made by the corporation
only as authorized in each specific case upon a determination by the (i)
stockholders, (ii) board of directors by a majority voted of a quorum
consisting of directors who were not parties to such action, suit or
proceeding or (iii) independent counsel if a quorum of disinterested directors
so directs, that indemnification of the indemnitee is proper because he has
met the applicable standard of conduct.  Section 145 provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise.

          Section 8.02 of the Company's Bylaws, a copy of which is filed as
Exhibit 3.2 to the Registration Statement and incorporated herein by
reference, provides, in substance, that directors, officers, employees and
agents shall be indemnified to the fullest extent permitted by Section 145 of
the DGCL.

          Articles VIII and IX of the Company's Amended and Restated
Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to the
Registration Statement and incorporated herein by reference, limits the
liability of directors of the Company to the Company or its stockholders (in
their capacity as directors but not in their capacity as officers) to the
fullest extent permitted by the DGCL.  Specifically, directors of the Company
will not be personally liable for monetary damages for breach of a director's
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payments of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the DGCL or
(iv) for any transaction from which the director derived an improper personal
benefit.  The Restated Certificate of Incorporation also provides that if the
DGCL is amended after the approval of the Restated Certificate of
Incorporation to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Company will be eliminated or limited to the full extent permitted by the
DGCL, as so amended.

          The Company intends to enter into indemnification agreements with
certain of its directors providing for indemnification to the fullest extent
permitted by the laws of the State of Delaware.  These agreements provide for
specific procedures to better assure the directors' rights to indemnification,
including procedures for directors to submit claims, for determination of
directors' entitlement to indemnification (including the allocation of the
burden of proof and selection of a reviewing party) and for enforcement of
directors' indemnification rights.

Item 7.  Exemption from Registration Claimed.

          Not applicable.

Item 8.  Exhibits.

Exhibit No.

         3.1  Amended and Restated Certificate of Incorporation of the Company
(Incorporated herein by reference from Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (File No. 33-95488)).

         3.2  Amended and Restated Bylaws of the Company (Incorporated herein
by reference from Exhibit 3.2 to the Company's Registration Statement on Form
S-1 (No. 33-95488)).

         4.1  Article IV of the Company's Amended and Restated Certificate of
Incorporation and Section 6 of the Company's Bylaws (Incorporated by reference 
from Exhibits 3.1 and 3.2, respectively).

        10.1  WorldCorp, Inc. Employee Savings and Stock Ownership Plan,
amended and restated as of January 1, 1994.

        10.2  Amendment No. 1 to WorldCorp, Inc. Amended and Restated Employee
Savings and Stock Ownership Plan.

        10.3  Amendment No. 2 to WorldCorp, Inc. Amended and Restated Employee
Savings and Stock Ownership Plan.

        10.4  Amendment No. 3 to WorldCorp, Inc. Amended and Restated Employee
Savings and Stock Ownership Plan.

        23.1  Consent of KPMG Peat Marwick LLP.

         24   Power of Attorney (included on signature page).

Item 9.  Undertakings

          (a)       The undersigned registrant hereby undertakes:

                    1.        To file, during any period in which offers or
sales are made, a post-effective amendment to this registration statement:

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

                              (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 in such information in the
registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
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 Exchange Act that are incorporated by
reference in the registration statement.

                    2.        That, for the purpose of determining any
liability under the Securities Act, 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, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act, and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act, 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.

          (c)       Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of
the 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 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.

          (d)       The undersigned registrant hereby undertakes that the
registrant will submit or has submitted the Plan and any amendment thereto to
the Internal Revenue Service (the "IRS") in a timely manner and has made or
will make all changes required by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code.
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 to be signed on its behalf by the undersigned,
thereunto duly authorized, in Herndon, Commonwealth of Virginia on September
25, 1996.

                                          WORLD AIRWAYS, INC.
                                          (Registrant)

                                           By:  /s/ Charles W. Pollard         
                                               Charles W. Pollard 
                                               President
POWER OF ATTORNEY

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 25, 1996.  Each of the directors and/or
officers of World Airways, Inc. whose signature appears below hereby appoints
T. Coleman Andrews, III, Charles W. Pollard and David M. Carter, and each of
them severally, as his attorney-in-fact to sign in his name and behalf, in any
and all capacities stated below and to file with the Securities and Exchange
Commission, any and all amendments, including post-effective amendments to
this registration statement, making such changes in the registration statement
as appropriate, and generally to do all such things in their behalf in their
capacities as officers and directors to enable World Airways, Inc., to comply
with the provisions of the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission.

            Signature                  Title

                
  /s/ T. Coleman Andrews, III          Chief Executive Officer, Chairman
T. Coleman Andrews, III                of the Board and Director
                                       (Principal Executive Officer)

  /s/ Charles W. Pollard               President and Director
Charles W. Pollard

  /s/ Michael E. Savage                Vice President-Chief Financial Officer
Michael E. Savage                      (Principal Financial and Accounting
                                       Officer)

  /s/ Ahmad M. Khatib                  Executive Vice President - Operations
Ahmad M. Khatib                        and Director

  /s/ A. Scott Andrews                 Director
A. Scott Andrews

                                       Director
Wan Malek Ibrahim

  /s/ Russell L. Ray, Jr.              Director
Russell L. Ray, Jr.

  /s/ Peter M. Sontag                  Director
Peter M. Sontag

                                       Director
Lim Kheng Yew
The Plan.  Pursuant to the requirements of the Securities Act,
the trustees of the Plan have caused this registration statement to be signed
on their behalf by the undersigned, thereto duly authorized, in the City of
Herndon, State of Virginia, on this 4th day of October 1996.

                                          WORLD AIRWAYS, INC. EMPLOYEE SAVINGS
                                          AND STOCK OWNERSHIP PLAN

                                                                  
                                          By:     /s/ A. Scott Andrews
                                                  A. Scott Andrews
                                                  Trustee
EXHIBIT INDEX

Exhibit No.                             Description

3.1                     Amended and Restated Certificate of Incorporation of
                        the Company (Incorporated herein by reference from
                        Exhibit 3.1 of the Company's Registration Statement on
                        Form S-1 (File No. 33-95488)).

3.2                     Amended and Restated Bylaws of the Company
                        (Incorporated herein by reference from Exhibit 3.2 to
                        the Company's Registration Statement on Form S-1 (No.
                        33-95488)). 

4.1                     Article IV of the Company's Amended and Restated
                        Certificate of Incorporation and Section 6 of the
                        Company's Bylaws (Incorporated by reference from
                        Exhibits 3.1 and 3.2, respectively).

10.1                    WorldCorp, Inc. Employee Savings and Stock Ownership
                        Plan, amended and restated as of January 1, 1994.

10.2                    Amendment No. 1 to WorldCorp, Inc. Amended and
                        Restated Employee Savings and Stock Ownership Plan.

10.3                    Amendment No. 2 to WorldCorp, Inc. Amended and
                        Restated Employee Savings and Stock Ownership Plan.

10.4                    Amendment No. 3 to WorldCorp, Inc. Amended and
                        Restated Employee Savings and Stock Ownership Plan.

23.1                    Consent of KPMG Peat Marwick LLP.

24                      Power of Attorney (included on signature page).