<PAGE> 1
PROSPECTUS SUPPLEMENT NO. 6 TO PROSPECTUS DATE JULY 29, 1997
TRANS WORLD AIRLINES, INC.
28,833 WARRANTS TO
PURCHASE SHARES OF COMMON STOCK
The 28,833 Warrants to purchase Common Stock (the "Warrants") 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
Warrants as listed herein and has requested the Company to file this
supplement to the Company's Prospectus dated July 29, 1997 (the
"Prospectus"). The Warrants are exercisable commencing on March 31, 1998
through their expiration on April 1, 2002, unless previously redeemed by
the Company as described in the Prospectus. The Warrants entitle the
holder thereof to purchase 126.26 shares of Common Stock per Warrant at an
exercise price of approximately $7.92 per share. 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 Warrants 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 Warrants
beneficially owned by each Selling Holder, and the Warrants 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 Warrants in accordance with
the requirements set forth in the Prospectus. Other beneficial owners of
the Warrants not set forth below may be added as Selling Holders to this
Prospectus in the future. The table is cumulative and includes information
provided to the Company by the Selling Holders and previously reported by
the Company. 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 Warrants and the Common Stock.
_______________
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
APPROXIMATE
NUMBER OF SHARES
PERCENTAGE OF OF COMMON STOCK
NUMBER OF WARRANTS NUMBER OF OUTSTANDING RECEIVED UPON
NAME BENEFICIALLY OWNED WARRANTS OFFERED WARRANTS EXERCISE
- ---- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Triton Capital Investments, LTD 3,000 3,000 6.0% 378,780
JMG Capital Management, Inc. 3,550 3,550 7.1% 448,223
Credit Research & Trading LLC 1,500 1,500 3.0% 189,390
GPZ Trading, LLC 666 666 1.3% 84,089
<F*>Shepherd Management Svc 80 80 0.2% 10,101
<F*>WP Investment Partners 65 65 0.1% 8,207
<F*>Simpson Group Retirement Fund 300 300 0.6% 37,878
<F*>Worldwide Transactions, LTD 135 135 0.3% 17,045
<F*>Helix Convertible Opportunities LP 1,420 1,420 2.8% 179,289
<F*>Helix Convertible Opportunities, LTD 325 325 0.7% 41,035
<F*>The Common Fund FAO Absolute
Return Fund 125 125 0.3% 15,783
Kennilworth Partners, LP 8,917 8,917 17.83% 1,125,860
Deutsche Bank Securities 8,750 8,750 17.50% 1,104,775
------ ------ ----- ---------
Total 28,833 28,833 57.67% 3,640,455
====== ====== ===== =========
<FN>
<F*>c/o Helix Investment Partners LP
</TABLE>
Information concerning the sale of other Warrants by their
beneficial holders will be set forth in additional Prospectus
Supplements. As of the date of this Prospectus Supplement, the
aggregate number of Warrants outstanding is 50,000.
It is not possible to predict the number of Warrants that will be
sold hereby. Consequently, it is not possible to predict the number of
Warrants that will be owned by the Selling Holders following completion
of sales of the securities offered hereby.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS FEBRUARY 23, 1999
