As filed with the Securities and Exchange Commission
                         on July 14, 1998

                                    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                4512               43-1145889
      (State of          (Primary Standard         (I.R.S.
    Incorporation)           Industrial            Employer
                        Classification Code     Identification
                              Number)                 No.)


                         One City Centre
                       515 N. 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)

                           ------------

                 Employee Stock Incentive Program
                     (Full title of the plan)

                           ------------

                                               Copies to:
     Gerald L. Gitner                     David W. Hirsch, Esq.
    Chairman and Chief                  Cleary, Gottlieb, Steen
     Executive Officer                        & Hamilton
      One City Centre,                     One Liberty Plaza
    515 N. Sixth Street                 New York, New York 10006
 St. Louis, Missouri 63101                    (212) 225-2000
       (314) 589-3000
(Name, Address, Including
  Zip Code, and Telephone
 Number, Including Area Code,
    of Agents for Service)

                           ------------

                 CALCULATION OF REGISTRATION FEE
=================================================================
Title of
Each                      Proposed     Proposed
Class of                  Maximum      Maximum         Amount of
Securities    Amount      Offering     Aggregate       Regis-
to be         to be       Price        Offering        tration
Registered    Registered  Per Unit     Price           Fee
-----------------------------------------------------------------
Common Stock,
$.01 par
value per     2,374,566
share(1) .... shares      $10.7812(2)  $25,600,670.96  $7,552.20
=================================================================

(1) Includes Common Stock issuable upon conversion of Employee
    Preferred Stock granted pursuant to the plan.

(2) Estimated solely for the purpose of calculating the
    registration fee pursuant to Rule 457(h) under the
    Securities Act of 1933, as amended (the "Securities Act"),
    on the basis of the average of the high and low reported
    sales prices on July 10, 1998.


<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, 1997; as amended on June 30, 1998.

      (b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998.

      (c) The Registrant's Current Report on Form 8-K filed
January 28, 1998.

      (d) 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.

      (e) The Registrant's Proxy Statement and Notice of Meeting
relating to the Annual Meeting of Stockholders held on May 19,
1998.

      (f) 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.


<PAGE>


      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 indemnifi-
cation 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


                              II-2
<PAGE>


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    Employee Stock Incentive Program (Exhibit 10.49 to
              Registrant's Form 10-K for the period ending
              12/31/95).

       5.1    Opinion of Counsel of Cleary, Gottlieb, Steen &
              Hamilton, counsel to the Registrant, as to the
              legality of the shares being registered.

      23.1    Consent of KPMG Peat Marwick.

      23.2    Consent of Cleary, Gottlieb, Steen & Hamilton,
              counsel to the Registrant (included in Exhibit 5.1)

      24.1    Power of Attorney

----------------
*  Incorporated by reference.

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.


                              II-3
<PAGE>


      (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.


                              II-4
<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 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, July 14,
1998.

                                  TRANS WORLD AIRLINES, INC.

July 14, 1998
                                  By /s/ 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 on Form S-8 has been signed by the
following persons in the capacities and on the dates indicated.

     Signatures                Title                   Date
     ----------                -----                   ----

 /s/ Gerald L. Gitner    Director, Chairman of    July 14, 1998
 --------------------    the Board and Chief
   Gerald L. Gitner      Executive Officer
                         (Principal Executive
                         Officer)


/s/ Michael J. Palumbo   Senior Vice President    July 14, 1998
 --------------------    and Chief Financial
  Michael J. Palumbo     Officer (Principal
                         Financial Officer
                         and Principal
                         Accounting Officer)

           *             Director                 July 14, 1998
 --------------------
   John W. Bachmann

           *             Director                 July 14, 1998
 --------------------
  William F. Compton

           *             Director                 July 14, 1998
 --------------------
   Eugene P. Conese

                         Director 
 --------------------
   Sherry L. Cooper

           *             Director                 July 14, 1998
 --------------------
    Edgar M. House

           *             Director                 July 14, 1998
 --------------------
  Thomas H. Jacobsen

           *             Director                 July 14, 1998
 --------------------
     Myron Kaplan

           *             Director                 July 14, 1998
 --------------------
   David M. Kennedy


                              II-5
<PAGE>


           *             Director                 July 14, 1998
 --------------------
   General Merrill A.
        McPeak

           *             Director                 July 14, 1998
 --------------------
   Thomas F. Meagher

           *             Director                 July 14, 1998
 --------------------
    Brent S. Miller

           *             Director                 July 14, 1998
 --------------------
  William O'Driscoll

           *             Director                 July 14, 1998
 --------------------
 G. Joseph Reddington

           *             Director                 July 14, 1998
 --------------------
  Blanche M. Touhill

*By: /s/ Kathleen A. Soled                        July 14, 1998
---------------------------
   Kathleen A. Soled
  as Attorney-in-fact


                              II-6
<PAGE>


                          EXHIBIT INDEX


   *4.1    Employee Stock Incentive Program (Exhibit 10.49 to
           Registrant's Form 10-K for the period ending
           12/31/95).

    5.1    Opinion of Counsel of Cleary, Gottlieb, Steen &
           Hamilton, counsel to the Registrant, as to the
           legality of the shares being registered

   23.1    Consent of KPMG Peat Marwick

   23.2    Consent of Cleary, Gottlieb, Steen & Hamilton,
           counsel to the Registrant (included in Exhibit 5.1)

   24.1    Power of Attorney

----------------
*  Incorporated by reference
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As filed with the Securities and Exchange Commission
                         on July 14, 1998

                                    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                4512               43-1145889
      (State of          (Primary Standard         (I.R.S.
    Incorporation)           Industrial            Employer
                        Classification Code     Identification
                              Number)                 No.)

                         One City Centre
                       515 N. 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)

                           ------------

                 Employee Stock Incentive Program
                     (Full title of the plan)

                           ------------

                                               Copies to:
     Gerald L. Gitner                     David W. Hirsch, Esq.
    Chairman and Chief                  Cleary, Gottlieb, Steen
     Executive Officer                        & Hamilton
      One City Centre,                     One Liberty Plaza
    515 N. Sixth Street                 New York, New York 10006
 St. Louis, Missouri 63101                    (212) 225-2000
       (314) 589-3000
(Name, Address, Including
  Zip Code, and Telephone
 Number, Including Area Code,
    of Agents for Service)

                           ------------

                 CALCULATION OF REGISTRATION FEE
=================================================================
Title of
Each                      Proposed     Proposed
Class of                  Maximum      Maximum         Amount of
Securities    Amount      Offering     Aggregate       Regis-
to be         to be       Price        Offering        tration
Registered    Registered  Per Unit     Price           Fee
-----------------------------------------------------------------
Common Stock,
$.01 par
value per     2,374,566
share(1) .... shares      $10.7812(2)  $25,600,670.96  $7,552.20
=================================================================

(1) Includes Common Stock issuable upon conversion of Employee
    Preferred Stock granted pursuant to the plan.

(2) Estimated solely for the purpose of calculating the
    registration fee pursuant to Rule 457(h) under the
    Securities Act of 1933, as amended (the "Securities Act"),
    on the basis of the average of the high and low reported
    sales prices on July 10, 1998.
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, 1997; as amended on June 30, 1998.

      (b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998.

      (c) The Registrant's Current Report on Form 8-K filed
January 28, 1998.

      (d) 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.

      (e) The Registrant's Proxy Statement and Notice of Meeting
relating to the Annual Meeting of Stockholders held on May 19,
1998.

      (f) 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 indemnifi-
cation 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

                              II-2
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    Employee Stock Incentive Program (Exhibit 10.49 to
              Registrant's Form 10-K for the period ending
              12/31/95).

       5.1    Opinion of Counsel of Cleary, Gottlieb, Steen &
              Hamilton, counsel to the Registrant, as to the
              legality of the shares being registered.

      23.1    Consent of KPMG Peat Marwick.

      23.2    Consent of Cleary, Gottlieb, Steen & Hamilton,
              counsel to the Registrant (included in Exhibit 5.1)

      24.1    Power of Attorney

----------------
*  Incorporated by reference.

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.

                              II-3
(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.

                              II-4
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets 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, July 14,
1998.

                                  TRANS WORLD AIRLINES, INC.

July 14, 1998
                                  By /s/ 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 on Form S-8 has been signed by the
following persons in the capacities and on the dates indicated.

     Signatures                Title                   Date
     ----------                -----                   ----

 /s/ Gerald L. Gitner    Director, Chairman of    July 14, 1998
 --------------------    the Board and Chief
   Gerald L. Gitner      Executive Officer
                         (Principal Executive
                         Officer)

/s/ Michael J. Palumbo   Senior Vice President    July 14, 1998
 --------------------    and Chief Financial
  Michael J. Palumbo     Officer (Principal
                         Financial Officer
                         and Principal
                         Accounting Officer)

           *             Director                 July 14, 1998
 --------------------
   John W. Bachmann

           *             Director                 July 14, 1998
 --------------------
  William F. Compton

           *             Director                 July 14, 1998
 --------------------
   Eugene P. Conese

                         Director 
 --------------------
   Sherry L. Cooper

           *             Director                 July 14, 1998
 --------------------
    Edgar M. House

           *             Director                 July 14, 1998
 --------------------
  Thomas H. Jacobsen

           *             Director                 July 14, 1998
 --------------------
     Myron Kaplan

           *             Director                 July 14, 1998
 --------------------
   David M. Kennedy

                              II-5
*             Director                 July 14, 1998
 --------------------
   General Merrill A.
        McPeak

           *             Director                 July 14, 1998
 --------------------
   Thomas F. Meagher

           *             Director                 July 14, 1998
 --------------------
    Brent S. Miller

           *             Director                 July 14, 1998
 --------------------
  William O'Driscoll

           *             Director                 July 14, 1998
 --------------------
 G. Joseph Reddington

           *             Director                 July 14, 1998
 --------------------
  Blanche M. Touhill

*By: /s/ Kathleen A. Soled                        July 14, 1998
---------------------------
   Kathleen A. Soled
  as Attorney-in-fact

                              II-6
EXHIBIT INDEX

   *4.1    Employee Stock Incentive Program (Exhibit 10.49 to
           Registrant's Form 10-K for the period ending
           12/31/95).

    5.1    Opinion of Counsel of Cleary, Gottlieb, Steen &
           Hamilton, counsel to the Registrant, as to the
           legality of the shares being registered

   23.1    Consent of KPMG Peat Marwick

   23.2    Consent of Cleary, Gottlieb, Steen & Hamilton,
           counsel to the Registrant (included in Exhibit 5.1)

   24.1    Power of Attorney

----------------
*  Incorporated by reference