S-8

Registration No. 333-

As filed with the Securities and Exchange Commission on January 20, 2000.
                                                                                                                                                                      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
(State or other jurisdiction of incorporation or organization) 4512
(Primary Standard Industrial Classification Code Number)
One City Centre
515 N. Sixth Street
St. Louis, Missouri 63101
(314) 589-3000 43-1145889
(I.R.S. Employer
Identification No.)

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices). 401(k) PLAN FOR PILOTS OF TRANS WORLD AIRLINES, INC.
(Full title of the Plan)
Kathleen A. Soled
Senior Vice President and General Counsel
Trans World Airlines, Inc.
One City Centre
515 N. Sixth Street
St. Louis, Missouri 63101
(314) 589-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per unit (1)	Proposed Maximum Aggregate offering price (1)	Amount of Registration fee
Common Stock, par value $.01 per share	2,500,000 shares(2)	$3.03(3)	$7,500,000(3)	$2,000.00

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described above.
(2) This Registration Statement also relates to such indeterminate number of additional shares of Common Stock of the Registrant as may be issuable as a result of stock splits, stock dividends or similar transactions.
(3) Estimated solely for the purpose of calculating the registration fee pursuant to the provisions of Rule 457(c) & (h)(i) under the Securities Act. Based on prices of the Common Stock on the American Stock Exchange Composite Tape as of January 14, 2000.

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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 Statements on Form S-8 (Reg. Nos. 333-04787 and 333-81093), as filed with the Commission on May 30, 1996 and June 18, 1999, by which the Company registered a total of 2,500,000 shares of Common Stock for purchase by the Plan.

Item 8. Exhibits.

The following exhibits are filed as part of this Registration Statement:

Exhibit

Number           Description

23.1                 Consent of KPMG LLP

24                    Powers of Attorney

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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 January 13, 2000.

                                                                                       TRANS WORLD AIRLINES, INC.

                                                                                       /s/ Michael J. Palumbo
                                                                                       Michael J. Palumbo, Executive 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
/s/ William F. Compton William F. Compton	Director, President and Chief Executive Officer (Principal Executive Officer)	January 13, 2000
/s/ Michael J. Palumbo Michael J. Palumbo	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	January 13, 2000
*                             John W. Bachmann	Director	January 13, 2000
*                             Eugene P. Conese	Director	January 13, 2000
Sherry L. Cooper	Director
*                             Gerald L. Gitner	Director	January 13, 2000
*                             Edgar M. House	Director	January 13, 2000
*                             Thomas H. Jacobsen	Director	January 13, 2000
*                             Myron Kaplan	Director	January 13, 2000
*                             David M. Kennedy	Director	January 13, 2000
*                             Merrill A. McPeak	Director	January 13, 2000
*                             Thomas F. Meagher	Director	January 13, 2000
*                             William O'Driscoll	Director	January 13, 2000
*                             Robert A. Pastore	Director	January 13, 2000
*                             G. Joseph Reddington	Director	January 13, 2000
*                             Blanche M. Touhill	Director	January 13, 2000

* Signed pursuant to Power of Attorney by:

/s/ Kathleen A. Soled
Kathleen A. Soled, as Attorney-In-Fact EX-23 2

Exhibit 23.1

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 February 19, 1999, relating to the consolidated balance sheets of Trans World Airlines, Inc. and subsidiaries as of December 31, 1998 and 1997, and the related consolidated statements of operations and cash flows and the related schedule for each of the years in the three-year period ended December 31, 1998, which report appears in the December 31, 1998 annual report on Form 10-K of Trans World Airlines, Inc.

                                                                               KPMG LLP

Kansas City, Missouri
January 17, 2000

EX-24

EXHIBIT 24

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 William F. Compton, Michael J. Palumbo, 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 additional shares of the Company's Common Stock to be offered to employees pursuant to the 401(k) plan known as the 401(k) Plan for Pilots 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 7th day of January, 2000.

                                                                   /s/ John W. Bachmann
                                                                   John W. Bachmann

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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 William F. Compton, Michael J. Palumbo, 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 additional shares of the Company's Common Stock to be offered to employees pursuant to the 401(k) plan known as the 401(k) Plan for Pilots 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 10th day of January, 2000.

                                                                   /s/ Eugene P. Conese
                                                                   Eugene P. Conese

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POWER OF ATTORNEY

             KNOW ALL MEN BY THESE PRESENTS, that I, Gerald L. Gitner, a Director of TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do constitute and appoint William F. Compton, Michael J. Palumbo, 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 additional shares of the Company's Common Stock to be offered to employees pursuant to the 401(k) plan known as the 401(k) Plan for Pilots 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 January, 2000.

                                                                   /s/ Gerald L. Gitner
                                                                   Gerald L. Gitner

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POWER OF ATTORNEY

             KNOW ALL MEN BY THESE PRESENTS, that I, Edgar M. House, a Director of TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do constitute and appoint William F. Compton, Michael J. Palumbo, 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 additional shares of the Company's Common Stock to be offered to employees pursuant to the 401(k) plan known as the 401(k) Plan for Pilots 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 10th day of January, 2000.

                                                                   /s/ Edgar M. House
                                                                   Edgar M. House

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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 William F. Compton, Michael J. Palumbo, 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 additional shares of the Company's Common Stock to be offered to employees pursuant to the 401(k) plan known as the 401(k) Plan for Pilots 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 January, 2000.

                                                                   /s/ Thomas H. Jacobsen
                                                                   Thomas H. Jacobsen

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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 William F. Compton, Michael J. Palumbo, 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 additional shares of the Company's Common Stock to be offered to employees pursuant to the 401(k) plan known as the 401(k) Plan for Pilots 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 January, 2000.

                                                                   /s/ Myron Kaplan
                                                                   Myron Kaplan

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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 William F. Compton, Michael J. Palumbo, 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 additional shares of the Company's Common Stock to be offered to employees pursuant to the 401(k) plan known as the 401(k) Plan for Pilots 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 10th day of January, 2000.

                                                                   /s/ David M. Kennedy
                                                                   David M. Kennedy

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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 William F. Compton, Michael J. Palumbo, 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 additional shares of the Company's Common Stock to be offered to employees pursuant to the 401(k) plan known as the 401(k) Plan for Pilots 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 January, 2000.

                                                                   /s/ Merrill A. McPeak
                                                                   Merrill A. McPeak

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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 William F. Compton, Michael J. Palumbo, 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 additional shares of the Company's Common Stock to be offered to employees pursuant to the 401(k) plan known as the 401(k) Plan for Pilots 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 January, 2000.

                                                                   /s/ Thomas F. Meagher
                                                                   Thomas F. Meagher

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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 William F. Compton, Michael J. Palumbo, 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 additional shares of the Company's Common Stock to be offered to employees pursuant to the 401(k) plan known as the 401(k) Plan for Pilots 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 January, 2000.

                                                                   /s/ William O'Driscoll
                                                                   William O'Driscoll

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POWER OF ATTORNEY

             KNOW ALL MEN BY THESE PRESENTS, that I, Robert A. Pastore, a Director of TRANS WORLD AIRLINES, INC. (the "Company"), a Delaware corporation, do constitute and appoint William F. Compton, Michael J. Palumbo, 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 additional shares of the Company's Common Stock to be offered to employees pursuant to the 401(k) plan known as the 401(k) Plan for Pilots 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 10th day of January, 2000.

                                                                   /s/ Robert A. Pastore
                                                                   Robert A. Pastore

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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 William F. Compton, Michael J. Palumbo, 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 additional shares of the Company's Common Stock to be offered to employees pursuant to the 401(k) plan known as the 401(k) Plan for Pilots 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 January, 2000.

                                                                   /s/ G. Joseph Reddington
                                                                   G. Joseph Reddington

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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 William F. Compton, Michael J. Palumbo, 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 additional shares of the Company's Common Stock to be offered to employees pursuant to the 401(k) plan known as the 401(k) Plan for Pilots 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 January, 2000.

                                                                   /s/ Blanche M. Touhill
                                                                   Blanche M. Touhill