Prospectus Supplement
Filed under Rule 424(b)(3)
Registration Number 33339673
World Airways, Inc.
Selling Securityholders
The Prospectus dated June 26, 1998 (the "Prospectus"),
relating to the public resale of up to $50,000,000 aggregate
principal amount of 8% Convertible Senior Subordinated Debentures
due 2004 (the "Debentures") of World Airways, Inc. (the
"Company") and shares of common stock of the Company (the "Common
Stock") to be issued upon conversion of the Debentures, is hereby
supplemented by replacing the table of selling securityholders
set forth on page 35 of the Prospectus with the new selling
securityholder table provided below, which information is as of
the date of this Prospectus Supplement.
Any or all of the Debentures or Common Stock may be offered
for sale pursuant to the Prospectus by the selling
securityholders from time to time. Accordingly, no estimate can
be given as to the amount of the Debentures or Common Stock that
will be held by the selling securityholders upon consummation of
any such sales. In addition, the selling securityholders
identified below may have sold, transferred or otherwise disposed
of all or a portion of their Debentures since the date on which
the information regarding their Debentures was provided, in
transactions exempt from the registration requirements of the
Securities Act of 1933.
Principal
Amount
Name of Selling Securityholder of Debentures
Beneficially Owned
BankBoston, N.A. 148,000
Bear, Stearns Securities Corp. 1,357,000
Berwyn Income Fund 2,200,000
Catholic Mutual Relief Society of America 380,000
Catholic Mutual Relief Society Retirement Plan
& Trust 200,000
Century National Insurance Company 750,000
Chase Manhattan Bank/Chemical 5,285,000
Chrysler Insurance Company - Total Return 35,000
Citibank, N.A. 4,605,000
CommerzBank Capital Markets Corp. 500,000
Corbel Investments 150,000
Donaldson, Lufkin and Jenrette Securities Corp. 2,289,000
Equity Commonwealth 30,000
Eileen M. Connell, IRA 20,000
Forest Alternative Strategies A-5 150,000
Forest Alternative Strategies A 5 M 10,000
Forest Alternative Strategies Fund A 5 I 25,000
Forest Alternative Strategies Fund B-3 42,000
Forest Greyhound 75,000
Forest Global Convertible Fund A-5 150,000
Forest Global Convertible Fund B-1 50,000
Forest Global Convertible Fund B-2 50,000
Forest Global Convertible Fund B-3 15,000
Forest Global Convertible Fund B-5 30,000
Forest Performance Fund 98,000
Fort Dearborn Life Insurance Company 190,000
Fox Family Foundation DTD 80,000
Fox Family Portfolio Partnership 210,000
Helix Convertible Opportunities L.P. 950,000
Helix Convertible Opportunities Fund LTD 1,030,000
ING Baring Furman Selz LLC 620,000
Investors Bank & Trust/M.F. Custody 2,000,000
Jack C. Massey Foundation 50,000
Lakeshore International, LTD 1,300,000
Levin Charitable Trust 10,000
LLT Limited 15,000
Marie Daly Banks Trust 15,000
McMahon Securities Company, L.P. 148,000
MHR Capital Partners LP 1,000,000
Morgan Stanley & Co. Incorporated 1,105,000
Museum of Fine Arts, Boston 129,000
New Hampshire Retirement System 693,000
PMC Bank, National Association 2,200,000
ProMutual 464,000
Putnam Capital Appreciation Fund 10,000,000
Putnam Convertible Income-Growth Trust 2,319,000
Putnam Convertible Opportunities and Income Trust 458,000
R.C. Roland 30,000
Shepherd Management Services 50,000
State Street Bank -- Custodian 4,985,000
The Common Fund FAO Absolute Return Fund 70,000
University of Rochester 160,000
Value Line Convertible Fund 1,200,000
Zazove Aggressive Growth Fund, L.P. 555,000
Zazove Convertible Fund, L.P. 1,355,000
Zazove Global Convertible Fund, L.P. 135,000
Unnamed holders of Debentures or any
future transferees, pledgees, donees or
successors of or from any such unnamed holder 1,180,000
Business
Effective May 1, 1999, Mr. Russell L. Ray resigned as
Chairman of the Board of Directors, President and Chief Executive
Officer of the Company. Mr. Ray will remain a nonemployee
Director of the Company. Mr. Hollis L. Harris will succeed Mr.
Ray as Chairman of the Board, President and
Chief Executive Officer of the Company.
The date of this Prospectus Supplement is May 7, 1999
