SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ADDISON CHARLES H J

(Last)

(First)

(Middle)

HLH BUILDING

101 WORLD DRIVE

(Street)

PEACHTREE CITY

30269

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WORLD AIRWAYS INC /DE/ [ WLDA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior V.P. Operational Suppor

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/19/2004		M		600	A	$0.69	600	D
Common Stock	05/19/2004		M		600	D	$3.29	0	D
Common Stock								211.609	I	World Airways 401 (k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option Right to Buy	$0.69	05/19/2004		M			600	⁽¹⁾	10/28/2008	Common Stock	600	$0.69	3,900	D
Employee Stock Option Right to Buy	$6.75							⁽²⁾	12/22/2005	Common Stock	12,000		12,000	D
Employee Stock Option Right to Buy	$1.25							⁽³⁾	05/31/2010	Common Stock	96,100		96,100	D
Employee Stock Option Right to Buy	$0.84							⁽⁴⁾	02/12/2011	Common Stock	45,000		45,000	D

Explanation of Responses:

1. 15,000 Options were granted on October 30, 2000 and became exercisable as follows: 1,500 on June 1, 2001, 4,500 on October 29, 2001, 4,500 on October 29, 2002, and 4,500 on October 29, 2003.

2. For informational purposes only; Mr Addison holds 12,000 options that have all vested as of this date.

3. For informationl purposes only; Mr Addison holds 96,100 options that were granted on 6/1/2002 that vest as follows: 36,100 are vested; 30,000 vest May 31, 2004; 30,000 vest on May 31, 2005.

4. For informational purposes only; Mr. Addisoin holds 45,000 options that were granted on 2/13/2003 that vest as follows: 15,000 are vested; 15,000 vest on February 13, 2005 and 15,000 vest on February 13, 2006.

Remarks:

	Charles H. J. Addison /s/ Cindy M. Swinson, Attorney in Fact	05/21/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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