<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
<PAGE>
[SMITH, GAMBRELL & RUSSELL, LLP LETTERHEAD]
November 7, 1997
Trans World Airlines, Inc.
One City Centre
515 N. Sixth Street
St. Louis, Missouri 63101
Re: Registration Statement on Form S-8
Amended Key Employee Stock Incentive Plan
-----------------------------------------
Ladies and Gentlemen:
We have served as counsel for Trans World Airlines, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on Form
S-8 (the "Registration Statement"), of an aggregate of 4,159,936 shares (the
"Shares") of the common stock, $.01 par value per share, of the Company (the
"Common Stock"), to be offered and sold by the Company pursuant to the Trans
World Airlines, Inc. Key Employee Stock Incentive Plan, as amended (the "Plan").
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the adoption of the Plan as we have deemed necessary and advisable.
In all such examinations, we have assumed the genuineness of all signatures
on all originals and copies of documents we have examined, the authenticity of
all documents submitted to us as originals and the conformity to original
documents of all certified, conformed or photostatic copies. As to questions of
fact material and relevant to our opinion, we have relied upon certificates or
representations of Company officials and of appropriate public officials.
We express no opinion as to matters under or involving laws of any
jurisdiction other than the State of Delaware and its political subdivisions.
Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that:
i. The Shares have been duly authorized; and
<PAGE>
Trans World Airlines, Inc.
November 7, 1997
Page 2
ii. Upon the issuance and delivery of the Shares upon the exercise
of options and payment therefor as provided in the Plan and as
contemplated in the Registration Statement, such Shares will be
legally and validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
SMITH, GAMBRELL & RUSSELL, LLP
/s/ Howard E. Turner
------------------------------
Howard E. Turner
<PAGE>
EXHIBIT 23.2
ACCOUNTANTS' CONSENT
--------------------
The Board of Directors
Trans World Airlines, Inc.:
We consent to incorporation by reference in this Registration Statement on Form
S-8 of Trans World Airlines, Inc. of our report dated March 24, 1997, relating
to the consolidated balance sheets of Trans World Airlines, Inc. and
subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of operations and cash flows and the related schedule for each of the
periods in the three-year period ended December 31, 1996, which report appears
in the December 31, 1996 annual report on Form 10-K of Trans World Airlines,
Inc.
Our report referred to above contains an explanatory paragraph that states that
the Company's recurring losses from operations and its limited sources of
additional liquidity raise substantial doubt about the Company's ability to
continue as a going concern. In addition, our report refers to the application
of fresh start reporting as of September 1, 1995.
Kansas City, Missouri
November 6, 1997
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, William M. Hoffman, a Director of
TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do
constitute and appoint Michael J. Palumbo, Richard P. Magurno and Kathleen A.
Soled, jointly and severally, my true and lawful attorneys-in-fact, with full
power of substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, the Registration Statement on Form
S-8 for TRANS WORLD AIRLINES, INC. in connection with the Company's registration
of participation interests issuable pursuant to the Company's Retirement Savings
Plan for Flight Attendants of Trans World Airlines, Inc., and to file the same
with the Securities and Exchange Commission, together with all exhibits thereto
and other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the said attorneys-
in-fact deems appropriate, in the matter of the proposed offering by the Company
of the securities registered pursuant to said Registration Statement, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 6th day of
October, 1997.
/s/ William M. Hoffman
--------------------------
William M. Hoffman
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, William F. Compton, a Director of
TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do
constitute and appoint Michael J. Palumbo, Richard P. Magurno and Kathleen A.
Soled, jointly and severally, my true and lawful attorneys-in-fact, with full
power of substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, the Registration Statement on Form
S-8 for TRANS WORLD AIRLINES, INC. in connection with the Company's registration
of participation interests issuable pursuant to the Company's Retirement Savings
Plan for Flight Attendants of Trans World Airlines, Inc., and to file the same
with the Securities and Exchange Commission, together with all exhibits thereto
and other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the said attorneys-
in-fact deems appropriate, in the matter of the proposed public offering by the
Company of the securities registered pursuant to said Registration Statement,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 5th day of
October, 1997.
/s/ William F. Compton
----------------------------
William F. Compton
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Eugene P. Conese, a Director of
TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do
constitute and appoint Michael J. Palumbo, Richard P. Magurno and Kathleen A.
Soled, jointly and severally, my true and lawful attorneys-in-fact, with full
power of substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, the Registration Statement on Form
S-8 for TRANS WORLD AIRLINES, INC. in connection with the Company's registration
of participation interests issuable pursuant to the Company's Retirement Savings
Plan for Flight Attendants of Trans World Airlines, Inc., and to file the same
with the Securities and Exchange Commission, together with all exhibits thereto
and other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the said attorneys-
in-fact deems appropriate, in the matter of the proposed public offering by the
Company of the securities registered pursuant to said Registration Statement,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 8th day of
October, 1997.
/s/ Eugene P. Conese
---------------------------
Eugene P. Conese
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, John W. Bachmann, a Director of
TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do
constitute and appoint Michael J. Palumbo, Richard P. Magurno and Kathleen A.
Soled, jointly and severally, my true and lawful attorneys-in-fact, with full
power of substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, the Registration Statement on Form
S-8 for TRANS WORLD AIRLINES, INC. in connection with the Company's registration
of participation interests issuable pursuant to the Company's Retirement Savings
Plan for Flight Attendants of Trans World Airlines, Inc., and to file the same
with the Securities and Exchange Commission, together with all exhibits thereto
and other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the said attorneys-
in-fact deems appropriate, in the matter of the proposed public offering by the
Company of the securities registered pursuant to said Registration Statement,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 6th day of
October, 1997.
/s/ John W. Bachmann
-----------------------------
John W. Bachmann
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Thomas H. Jacobsen, a Director of
TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do
constitute and appoint Michael J. Palumbo, Richard P. Magurno and Kathleen A.
Soled, jointly and severally, my true and lawful attorneys-in-fact, with full
power of substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, the Registration Statement on Form
S-8 for TRANS WORLD AIRLINES, INC. in connection with the Company's registration
of participation interests issuable pursuant to the Company's Retirement Savings
Plan for Flight Attendants of Trans World Airlines, Inc., and to file the same
with the Securities and Exchange Commission, together with all exhibits thereto
and other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the said attorneys-
in-fact deems appropriate, in the matter of the proposed public offering by the
Company of the securities registered pursuant to said Registration Statement,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 6th day of
October, 1997.
/s/ Thomas H. Jacobsen
---------------------------
Thomas H. Jacobsen
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, David M. Kennedy, Director of TRANS
WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do constitute and
appoint Michael J. Palumbo, Richard P. Magurno and Kathleen A. Soled, jointly
and severally, my true and lawful attorneys-in-fact, with full power of
substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, the Registration Statement on Form
S-8 for TRANS WORLD AIRLINES, INC. in connection with the Company's registration
of participation interests issuable pursuant to the Company's Retirement Savings
Plan for Flight Attendants of Trans World Airlines, Inc., and to file the same
with the Securities and Exchange Commission, together with all exhibits thereto
and other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the said attorneys-
in-fact deems appropriate, in the matter of the proposed public offering by the
Company of the securities registered pursuant to said Registration Statement,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 7th day of
October, 1997.
/s/ David M. Kennedy
---------------------------
David M. Kennedy
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Myron Kaplan, a Director of TRANS
WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do constitute and
appoint Michael J. Palumbo, Richard P. Magurno and Kathleen A. Soled, jointly
and severally, my true and lawful attorneys-in-fact, with full power of
substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, the Registration Statement on Form
S-8 for TRANS WORLD AIRLINES, INC. in connection with the Company's registration
of participation interests issuable pursuant to the Company's Retirement Savings
Plan for Flight Attendants of Trans World Airlines, Inc., and to file the same
with the Securities and Exchange Commission, together with all exhibits thereto
and other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the said attorneys-
in-fact deems appropriate, in the matter of the proposed public offering by the
Company of the securities registered pursuant to said Registration Statement,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 3rd day of
October, 1997.
/s/ Myron Kaplan
----------------------------
Myron Kaplan
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Merrill A. McPeak, a Director of
TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do
constitute and appoint Michael J. Palumbo, Richard P. Magurno and Kathleen A.
Soled, jointly and severally, my true and lawful attorneys-in-fact, with full
power of substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, the Registration Statement on Form
S-8 for TRANS WORLD AIRLINES, INC. in connection with the Company's registration
of participation interests issuable pursuant to the Company's Retirement Savings
Plan for Flight Attendants of Trans World Airlines, Inc., and to file the same
with the Securities and Exchange Commission, together with all exhibits thereto
and other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the said attorneys-
in-fact deems appropriate, in the matter of the proposed public offering by the
Company of the securities registered pursuant to said Registration Statement,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day of
October, 1997.
/s/ Merrill A. McPeak
----------------------------
Merrill A. McPeak
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Stephen M. Tumblin, a Director of
TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do
constitute and appoint Michael J. Palumbo, Richard P. Magurno and Kathleen A.
Soled, jointly and severally, my true and lawful attorneys-in-fact, with full
power of substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, the Registration Statement on Form
S-8 for TRANS WORLD AIRLINES, INC. in connection with the Company's registration
of participation interests issuable pursuant to the Company's Retirement Savings
Plan for Flight Attendants of Trans World Airlines, Inc., and to file the same
with the Securities and Exchange Commission, together with all exhibits thereto
and other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the said attorneys-
in-fact deems appropriate, in the matter of the proposed public offering by the
Company of the securities registered pursuant to said Registration Statement,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 3rd day of
October, 1997.
/s/ Stephen M. Tumblin
----------------------------
Stephen M. Tumblin
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Thomas F. Meagher, a Director of
TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do
constitute and appoint Michael J. Palumbo, Richard P. Magurno and Kathleen A.
Soled, jointly and severally, my true and lawful attorneys-in-fact, with full
power of substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, the Registration Statement on Form
S-8 for TRANS WORLD AIRLINES, INC. in connection with the Company's registration
of participation interests issuable pursuant to the Company's Retirement Savings
Plan for Flight Attendants of Trans World Airlines, Inc., and to file the same
with the Securities and Exchange Commission, together with all exhibits thereto
and other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the said attorneys-
in-fact deems appropriate, in the matter of the proposed public offering by the
Company of the securities registered pursuant to said Registration Statement,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 6th day of
October, 1997.
/s/ Thomas F. Meagher
----------------------------
Thomas F. Meagher
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, William O'Driscoll, a Director of
TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do
constitute and appoint Michael J. Palumbo, Richard P. Magurno and Kathleen A.
Soled, jointly and severally, my true and lawful attorneys-in-fact, with full
power of substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, the Registration Statement on Form
S-8 for TRANS WORLD AIRLINES, INC. in connection with the Company's registration
of participation interests issuable pursuant to the Company's Retirement Savings
Plan for Flight Attendants of Trans World Airlines, Inc., and to file the same
with the Securities and Exchange Commission, together with all exhibits thereto
and other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the said attorneys-
in-fact deems appropriate, in the matter of the proposed public offering by the
Company of the securities registered pursuant to said Registration Statement,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 6th day of
October, 1997.
/s/ William O'Driscoll
----------------------------
William O'Driscoll
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, G. Joseph Reddington, a Director of
TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do
constitute and appoint Michael J. Palumbo, Richard P. Magurno and Kathleen A.
Soled, jointly and severally, my true and lawful attorneys-in-fact, with full
power of substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, the Registration Statement on Form
S-8 for TRANS WORLD AIRLINES, INC. in connection with the Company's registration
of participation interests issuable pursuant to the Company's Retirement Savings
Plan for Flight Attendants of Trans World Airlines, Inc., and to file the same
with the Securities and Exchange Commission, together with all exhibits thereto
and other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the said attorneys-
in-fact deems appropriate, in the matter of the proposed public offering by the
Company of the securities registered pursuant to said Registration Statement,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 6th day of
October, 1997.
/s/ G. Joseph Reddington
----------------------------
G. Joseph Reddington
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Blanche M. Touhill, a Director of
TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do
constitute and appoint Michael J. Palumbo, Richard P. Magurno and Kathleen A.
Soled, jointly and severally, my true and lawful attorneys-in-fact, with full
power of substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, the Registration Statement on Form
S-8 for TRANS WORLD AIRLINES, INC. in connection with the Company's registration
of participation interests issuable pursuant to the Company's Retirement Savings
Plan for Flight Attendants of Trans World Airlines, Inc., and to file the same
with the Securities and Exchange Commission, together with all exhibits thereto
and other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the said attorneys-
in-fact deems appropriate, in the matter of the proposed public offering by the
Company of the securities registered pursuant to said Registration Statement,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 3rd day of
October, 1997.
/s/ Blanche M. Touhill
----------------------------
Blanche M. Touhill
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, William W. Winpisinger, a Director
of TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do
constitute and appoint Michael J. Palumbo, Richard P. Magurno and Kathleen A.
Soled, jointly and severally, my true and lawful attorneys-in-fact, with full
power of substitution for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Act of 1933, the Registration Statement on Form
S-8 for TRANS WORLD AIRLINES, INC. in connection with the Company's registration
of participation interests issuable pursuant to the Company's Retirement Savings
Plan for Flight Attendants of Trans World Airlines, Inc., and to file the same
with the Securities and Exchange Commission, together with all exhibits thereto
and other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments and supplements to said
Registration Statement, incorporating such changes as any of the said attorneys-
in-fact deems appropriate, in the matter of the proposed public offering by the
Company of the securities registered pursuant to said Registration Statement,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 4th day of
October, 1997.
/s/ William W. Winpisinger
----------------------------
William W. Winpisinger
