1
                                            Filed Pursuant to Rule 424(b)(1)
                                            Registration Statement No. 333-04977

 
         PROSPECTUS SUPPLEMENT NO. 3 TO PROSPECTUS DATED JULY 29, 1997
 
                           TRANS WORLD AIRLINES, INC.
                               5,216 WARRANTS TO
                        PURCHASE SHARES OF COMMON STOCK
 
    The 5,216 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. 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. The table is
cumulative and includes information previously provided to the Company by the
Selling Holders and previously reported by the Company. Other beneficial owners
of the Warrants not set forth below may be added as Selling Holders to this
Prospectus in the future. None of the Selling Holders has, or within the past
three years has had, any position, office or other material relationship with
the Company or any of its predecessors or affiliates except as may be set forth
below. 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.
                             ---------------------
 


                                                                                                    APPROXIMATE
                                                                                                  NUMBER OF SHARES
                                                                                  PERCENTAGE OF   OF COMMON STOCK
                                          NUMBER OF WARRANTS      NUMBER OF        OUTSTANDING     RECEIVED UPON
NAME                                      BENEFICIALLY OWNED   WARRANTS OFFERED     WARRANTS          EXERCISE
- ----                                      ------------------   ----------------   -------------   ----------------
                                                                                      
Triton Capital Investments, LTD. .......        1,000               1,000              2.00%          126,260
JMG Capital Management, Inc. ...........        2,550               2,550              5.10%          321,963
Credit Research & Trading LLC...........        1,000               1,000              2.00%          126,260
*GPZ Trading, LLC.......................          666                 666              1.33%           84,089
                                                -----               -----             -----           -------
          Total.........................        5,216               5,216             10.43%          658,572
                                                =====               =====             =====           =======

 
- ---------------
* Holder being reported for the first time in this Prospectus Supplement.
 
    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 MARCH 27, 1998