8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                                  March 5, 2002
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                        (Date of earliest event reported)



                             Trans World Corporation
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             (Exact name of registrant as specified in its charter)



       Nevada                        0-25244                  13-3738518
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(State or other jurisdiction (Commission File Number)         (IRS Employer
   of incorporation)                                       Identification No.)



 545 Fifth Avenue, Suite 940, New York, New York                10017
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(Address of principal executive offices)                     (Zip Code)



                                 (212) 983-3355
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              (Registrant's telephone number, including area code)



                                 Not Applicable
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(Former name, former address and former fiscal year, if changed since last
 report)

                                   Page 1 of 3
                         Exhibit Index appears on Page 2




ITEM 5.   Other Events
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On March 5, 2002, Trans World Corporation announced the signing of an
exchange agreement whereby its 12% senior secured bonds due December
31, 2005 in the principal sum of $4.8 million together with unpaid
interest were converted to common stock, which resulted in a
reduction of the Company's long-term liabilities by approximately 25%,
or $6.7 million, and in a decrease of its interest expense by $576,000 per
year, as of January 1, 2002, the effective date of the agreement.  The
exchange of debt for common stock, which was based on an exchange price
of $0.18 per share, resulted in issuance of approximately 37.2 million
shares of common stock and increased the Company's total outstanding
shares to approximately 48.3 million.  For additional information,
reference is made to the Press Release, dated March 5, 2002, which is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.


ITEM 7.   Financial Statements, Pro Forma Financial Information and Exhibits
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Exhibit Number                Description
- --------------                -----------

99.1                Press release dated March 5, 2002.


                                       2



                                  SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    TRANS WORLD CORPORATION



Date: March 8, 2002                 /s/  Rami S. Ramadan
                                    ----------------------------------------
                                    Rami S. Ramadan
                                    Chief Executive Officer
                                     and Chief Financial Officer


                                      3

EX-99.1

                                                                 Exhibit 99.1

Company Contact:
- ---------------
Trans World Corporation
Rami S. Ramadan, CEO
Tel:  212-983-3355
rramadan@ibetworld.com

      TRANS WORLD CORPORATION ANNOUNCES DEBT EXCHANGE AGREEMENT

New York, NY, March 5, 2002--Trans World Corporation (formerly
Trans World Gaming Corp., herein referred to as the "Company"
or "TWC"),  (OTC Bulletin Board: TWCP.OB) today announced the
signing of an exchange agreement whereby its 12% senior secured
bonds due December 31, 2005 in the principal sum of $4.8
million dollars together with unpaid interest were converted to
common stock, which resulted in reduction of the Company's long-
term liabilities by approximately 25%, or $6.7 million, and
decrease of its interest expense by $576,000 per year, as of
January 1, 2002, the effective date of the agreement.  The
exchange of debt for common stock, which was based on an
exchange price of $0.18 per share, resulted in issuance of
approximately 37.2 million shares of common stock and increased
the Company's total outstanding shares to approximately 48.3
million.

Today's announcement comes on the heels of TWC's December 2001
divesture of its casino in Spain, which served to reduce the
Company's liabilities by 23% and to help TWC post a net profit
for the year ended December 31, 2001, its first positive result
since 1997.

Commenting on the exchange agreement, Rami Ramadan, the
president and chief executive officer of TWC, said, "The
exchange agreement represents another important step forward
for TWC, and I am encouraged by the commitment to the Company
that these bondholders have displayed in approving it."
Looking ahead, Mr. Ramadan added, "Our work is far from over.
We are pursuing several other initiatives, including potential
casino and/or hotel expansion projects, for which we will use
the net proceeds from the sale of our property in Spain."

During the past two years, TWC has demonstrated substantial
economic improvement.  The Company's Earnings Before Interest
Taxes Depreciation and Amortization, exclusive of its
discontinued operations, grew by 40% from 1999 to 2000 and 55%
from 2000 to 2001, based on preliminary results for 2001.

Mr. Ramadan summed up the Company's progress by saying, "We're
on the right track.   We expect 2002 to be a growth year for
the Company as we seek to replace the recently sold property in
Spain with a profitable business unit.  Hopefully, the recent
actions, which were successful in improving the Company's
balance sheet and enhancing its share price, will put us in a
position to secure the necessary investment capital to achieve
our future expansion goals."

Trans World Corporation owns and operates three casinos in
Europe and specializes in small to medium sized casinos and
gaming parlors in local venues worldwide.  The Company's
headquarters is located in New York.

"Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995:  The statements contained in
this release which are not historical facts contain forward
looking information with respect to plans, projections or
future performance of the Company, the occurrence of which
involve certain risks and uncertainties detailed in the
Company's filings with the Securities and Exchange Commission.


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