<PAGE> 1
PROSPECTUS SUPPLEMENT NO. 2 TO PROSPECTUS DATED JULY 13, 1998
TRANS WORLD AIRLINES, INC.
895,718 SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE
The 895,718 shares of Common Stock, $.01 par value per share (the
"Common Stock") of Trans World Airlines, Inc. (the "Company") offered hereby
are being offered by the Selling Holders identified below. Each of such
Selling Holders has notified the Company in writing of his or her or its
intention to sell the shares of restricted Common Stock as listed herein and
has requested the Company to file this supplement to the Company's Prospectus
dated July 13, 1998 (the "Prospectus"). Capitalized terms used herein and
not otherwise defined shall have the meanings ascribed to such terms in the
Prospectus.
The Selling Holders will receive all of the net proceeds from the sale
of the restricted Common Stock and, accordingly, the Company will receive
none of the proceeds from the sales thereof.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
No person is authorized by the Company or by any dealer to give
information or to make any representations other than those contained or
incorporated by reference in this Prospectus Supplement or the accompanying
Prospectus and, if given or made, such information or representations must
not be relied upon as having been so authorized. Neither this Prospectus
Supplement nor the accompanying Prospectus constitutes an offer to sell or
the solicitation of an offer to buy any securities other than the securities
described in this Prospectus Supplement or an offer to sell or the
solicitation of an offer to buy such securities in any jurisdiction to any
person to whom it is unlawful to make such offer in such jurisdiction. The
delivery of this Prospectus Supplement or the accompanying Prospectus or any
sale made hereunder does not imply that the information contained herein or
therein is correct as of any time subsequent to the date on which such
information is given.
The Section entitled "Selling Holders" is hereby supplemented to
include the following information:
SELLING HOLDERS
The following table sets forth information with respect to the Selling
Holders of the securities offered hereby, the number of shares of restricted
Common Stock beneficially owned by each Selling Holder, and the shares of
restricted Common Stock that are being offered hereby. Each of the Selling
Holders has notified the Company in writing of his or her or its intention to
sell shares of restricted Common Stock in accordance with the requirements
set forth in the Prospectus. The table is cumulative and includes
information provided to the Company by the Selling Holders and previously
reported by the Company. Other beneficial owners of the restricted Common
Stock not set forth below may be added as Selling Holders to this Prospectus
in the future. This table has been prepared based upon information furnished
to the Company by the Selling Holders and American Stock Transfer & Trust
Company as the transfer agent for the Common Stock.
<TABLE>
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<CAPTION>
Number of shares of Restricted Number of shares of Percentage of total shares of
Common Stock Beneficially Restricted Common Stock Restricted Common Stock
Name Owned Offered which may be sold pursuant
to this Prospectus
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<S> <C> <C> <C>
PaineWebber Incorporated<F1> 165,001 165,001 13.5%
Salomon Brothers Capital Structure Arbitrage
Fund-I L. P. 115,501 115,501 9.4%
Salomon Brothers Equity Arbitrage Finance
Limited I 37,714 37,714 3.1%
Salomon Brothers Diversified Arbitrage
Strategies Fund Limited 56,571 56,571 4.6%
Salomon Brothers Variable Capital Fund, Inc. 2,357 2,357 0.2%
Salomon Brothers Capital Fund, Inc. 235,715 235,715 19.2%
Lakeshore International 188,573 188,573 15.4%
Global Bermuda Ltd, Partnership 94,286 94,286 7.7%
------ ------ ----
Total. . . . . . . . . . . . . . 895,718 895,718 73.1%
======= ======= =====
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<FN>
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<F1> In the past PaineWebber Incorporated has acted as manager or co-manager
for offerings of securities issued by the Company, has provided investment
banking or other advisory services to the Company and has received fees
from the Company for these services. PaineWebber Incorporated may continue
to provide investment banking or advisory services to the Company in the
future.
</TABLE>
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Information concerning the sale of other shares of restricted Common
Stock by their beneficial holders will be set forth in additional Prospectus
Supplements.
It is not possible to predict the number of shares of restricted Common
Stock that will be sold hereby. Consequently, it is not possible to predict
the number of shares of restricted Common Stock that will be owned by the
Selling Holders following completion of sales of the securities offered
hereby.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JULY 23, 1998
