8-K

                                UNITED STATES
                     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


                                May 13, 2003
______________________________________________________________________________

                      (Date of earliest event reported)



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



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



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



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



                               Not Applicable
______________________________________________________________________________
 (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 and Required FD Disclosure.
- --------------------------------------------------

     On May 13, 2003, Trans World Corporation (the "Registrant" or "TWC")
held a special meeting of its stockholders.  At that meeting, the
stockholders of the Registrant voted to approve the proposal to amend TWC's
articles of incorporation to increase the number of authorized shares of
capital stock of the Registrant from 104 million to 954 million, of which 4
million will be designated as preferred stock and 950 million will be
designated as common stock.

     The Registrant filed, on May 13, 2003, an amendment to its Articles of
Incorporation with the Secretary of State of the State of Nevada, which
accepted the amendment for filing on such date.  A copy of the amendment is
attached hereto as Exhibit 3.0.

     On May 14, 2003, the Securities and Exchange Commission declared
effective the Registrant's Form S-4 registration statement which registered
up to 452,797,000 shares of common stock, up to $20 million in $1,000
principal amount Variable Rate Promissory Notes due 2010 (the "Replacement
Notes") and $2.5 million of 8% Promissory Notes due 2006 (the "Interest
Notes").  Those securities will be used in the Registrant's note exchange
offer, discussed below.

     On May 14, 2003, the Registrant commenced its note exchange offer
pursuant to which TWC is offering to the holders of its 12% Senior Secured
Notes due March 17, 2005 (the "Notes") to exchange the Notes for 22,640 (or
more under certain circumstances) shares of its common stock or $1,000
principal amount Replacement Notes, and, to certain tendering Noteholders
who have not received certain past interest payments on the Notes, the
Interest Notes.  A copy of the Registrant's press release announcing the
commencement of the note exchange offer is attached as Exhibit 99.1.  The
note exchange offer is scheduled to expire at 5:00 p.m. EDT on Wednesday,
June 11, 2003, unless extended by the Registrant as provided in the
prospectus.

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

Exhibit Number                          Description
- --------------                          -----------

    3.0             Amendment to Articles of Incorporation dated May 13, 2003.

    99.1            Press release dated May 14, 2003.








                                     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:  May 15, 2003           /s/  Rami S. Ramadan
                              --------------------------------
                              Rami S. Ramadan
                              Chief Executive Officer and
                              Chief Financial Officer



























                                     3

EX-3

                                                                   Exhibit 3.0

                           CERTFICATE OF AMENDMENT

                                   OF THE

                          ARTICLES OF INCORPORATION

                                     OF

                           TRANS WORLD CORPORATION

     Pursuant to the provisions of the Nevada Revised Statutes, Title 7,
Chapter 78, the undersigned officers do hereby certify:

     FIRST:  The name of the Corporation is Trans World Corporation (the
"Company").  The Articles of Incorporation of the Company were filed with
the office of the Secretary of State of the State of Nevada on October 20,
1993, and amended December 8, 1994, August 15, 2000, and July 16, 2002.

     SECOND:  The Board of Directors of the Company duly executed
resolutions on August 31, 2002 and November 1, 2002, which were reaffirmed
and ratified on May 6, 2003 as follows:

          RESOLVED, that the Board hereby approves, adopts, votes for and
consents to an amendment to the Company's Articles of Incorporation in order
to increase the number of shares of common stock authorized for issuance
from 100,000,000 to 950,000,000 by revising the first sentence of Article
"Third" of the Company's Articles of Incorporation and hereby authorizes,
directs and empowers management to present such amendment to the Articles of
Incorporation of the Company to the shareholders for consideration at a
special meeting to be held May 13, 2003, ("Special Meeting"), such Article
Third to be amended to read as follows:

     "Article THIRD:  The Corporation shall have the authority to issue
     a total of 954,000,000 shares of capital stock of which 4,000,000
     shares, each having a par value of $.001 per share, shall be
     designated "Preferred Stock," and 950,000,000 shares, each having
     a par value of $.001 per share, shall be designated "Common
     Stock."

     BE IT FURTHER RESOLVED, that in the event that the holders of at least
a majority of the outstanding Common Stock of this Company shall adopt the
aforesaid proposed amendment in the manner prescribed by the Nevada Revised
Statutes, Title 7, Chapter 78, Rami S. Ramadan and Paul D. Benkley (the
"Authorized Officers") are further directed by the Board to file this
Certificate of Amendment of the Articles of Incorporation with the Secretary
of State for the State of Nevada upon its approval by the shareholders at
the Special Meeting; and

     THIRD:  As of the record date for the Corporation's Special Meeting,
April 16, 2003, the total number of outstanding shares of Common Stock of
the Corporation is 50,328,175 and the total number of votes entitled to be
cast by the holders of all of said outstanding shares is 50,328,175.



Certificate of Amendment
Page 2

     FOURTH:  Holders of greater than 25,164,088 shares of Common Stock,
representing at least a majority of the outstanding shares of Common Stock
of the Company, have adopted the amendments herein at the Special Meeting on
May 13, 2003, in accordance with the provisions of Nevada Revised Statutes,
Title 7, Section 78.320.


Signed on May 13, 2003

                            TRANS WORLD CORPORATION


                            By: /s/Rami S. Ramadan
                                --------------------------------------
                                   Rami S. Ramadan, President
                                   Chief Executive Officer, and
                                   Chief Financial Officer



                            By: /s/ Paul Benkley
                                --------------------------------------
                                Paul Benkley
                                Corporate Secretary

STATE OF NEW YORK   )
                    )  SS:
COUNTY OF NEW YORK  )

     On May 13, 2003, personally appeared before me, a Notary Public, for
the State and County aforesaid, Paul D. Benkley and Rami S. Ramadan, as
Corporate Secretary and President, Chief Executive Officer and Chief
Financial Officer of Trans World Corporation, respectively, who acknowledge
that they executed the above instrument.


[Notarial Seal]


                         /s/Hung D. Le
                         -------------
                         Hung D. Le
                         Notary Public

EX-99.1

                                                                 Exhibit 99.1

FOR IMMEDIATE RELEASE

                                   Contact:  Rami S. Ramadan
                                             Chief Executive Officer
                                             Trans World Corporation
                                             (212) 983-3355

                           TRANS WORLD CORPORATION
                         ANNOUNCES TENDER OFFER FOR
                         ALL OUTSTANDING 12% SENIOR
                                SECURED NOTES

     NEW YORK, NEW YORK-May 14, 2003-Trans World Corporation (OTC: TWCP.OB),
the owner and operator of three casinos in the Czech Republic, announced
today that it was commencing a tender offer for all of its $20.0 million
principal amount of 12% Senior Secured Notes in exchange for shares of its
common stock or for Variable Rate Promissory Notes Due 2010.  The full text
of the announcement is attached below as Annex A.

     The expiration date for the tender offer is Wednesday, June 11, 2003 at
5:00 p.m. New York City time.  The offer is subject to a number of
conditions, including the requirement that 100% of the Noteholders tender
and that at least 92% of the principal amount of the outstanding Notes be
tendered for shares of the Company's common stock, as well as other
conditions, all of which may be waived by the Company with the consent of
the holder of a majority of the principal amount of the Notes.  The tender
offer is being made only by a prospectus, a related letter of transmittal
and an agreement and plan of recapitalization to the holders of the Notes.

     If the Noteholders exchange all of their Notes for shares of the
Company's common stock, Trans World would reduce the long term portion of
its long term debt from $21.1 million (inclusive of unamortized debt
discount of $1.9 million) as of December 31, 2002 to approximately $2.8
million, and the Noteholders would own 95.9% of the issued and outstanding
shares of the Company's common stock.

     Trans World Corporation urges all Noteholders to read the Company's
note exchange offer materials which have been filed with the Securities and
Exchange Commission.  Such materials are available upon request to the
Company (write to: Secretary, Trans World Corporation, 545 Fifth Avenue,
Suite 940, New York, New York 10017; email to pbenkley@ibetworld.com; or
call collect (212) 983-3355).

About Trans World Corporation

     Headquartered in New York City, Trans World Corporation owns and
operates three casinos in the Czech Republic.  The casinos, which operate
under the brand name "American Chance Casinos," showcase themes portraying
recognizable eras in American history.  Located in border towns, a majority
of the Company's clientele come from Germany and Austria, attracted by the
casual and exciting atmosphere and high level of personal service.

                                   -More-



                                  ANNEX A

     This announcement is neither an offer to purchase nor a solicitation of
an offer to sell the Notes (as defined below).  The Offer (as defined below)
is made by the Prospectus (as defined below) and the related letter of
transmittal and the Agreement and Plan of Recapitalization, and any
amendments or supplements thereto, and is being made only to all holders of
the Notes.  This Offer, however, is not being made to, nor will Notes be
accepted from or on behalf of, a holder of Notes in any jurisdiction in
which the making of the Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction.  TWC (as defined below) may
in its discretion, however, take such action as it may deem necessary to
make the Offer in any jurisdiction and extend the Offer to holder of Notes
in such jurisdiction.

                         NOTICE OF OFFER TO EXCHANGE
                        22,640 SHARES OF COMMON STOCK
                                     OR
                  $1,000 PRINCIPAL AMOUNT OF VARIABLE RATE
                          PROMISSORY NOTES DUE 2010
                      (AND 8% PROMISSORY NOTES DUE 2006
                          TO CERTAIN HOLDERS ONLY)
               FOR EACH OUTSTANDING $1,000 PRINCIPAL AMOUNT OF
                        12% SENIOR SECURED NOTES DUE
                               MARCH 17, 2005
                                     OF
                           TRANS WORLD CORPORATION

     Trans World Corporation ("TWC"), a Nevada corporation, is offering to
exchange 22,640 shares (or more under certain circumstances) of TWC common
stock, $0.001 par value per share ("TWC Common Stock"), or $1,000 principal
amount of Variable Rate Promissory Note due 2010 (the "Replacement Notes"),
together with an 8% Promissory Note due 2006 (the "Interest Note") to
certain Noteholders to whom TWC owes accrued but unpaid interest on the
Notes, for each outstanding $1,000 principal amount of the 12% Senior
Secured Notes due March 17, 2005 (the "Notes") of TWC, upon the terms and
subject to the conditions set forth in the Agreement and Plan of
Recapitalization by and among TWC and all tendering Noteholders (the
"Agreement"), the prospectus, dated May 14, 2003 (the "Prospectus"), and in
the related letter of transmittal (which, together with the Agreement and
the Prospectus and any amendments or supplements thereto, collectively
constitute the "Offer").  Noteholders of record who tender directly to the
Exchange Agent (as defined below) will not be obligated to pay brokerage
fees or commissions, if any, on the exchange of Notes pursuant to the Offer.
Noteholders who hold their Notes through a broker or bank should consult
such institution as to whether it charges any service fees.  TWC will pay
all charges and expenses of Continental Stock Transfer & Trust Company,
which is acting as exchange agent (the "Exchange Agent"), and to other
persons rendering services that were or will be incurred in connection with
the Offer.

  THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
     TIME, ON WEDNESDAY, JUNE 11, 2003, UNLESS THE OFFER IS EXTENDED.

     The Offer is conditioned upon 100% of the Notes being tendered and upon
92% of the principal amount of the Notes being tendered for shares of the
TWC Common Stock.  The Offer is subject to other terms and conditions.  We
may waive any condition in our sole discretion with the consent of Value
Partners, Ltd., a Texas limited partnership ("Value Partners"), the holders
of a majority of the principal amount of the Notes.

                                   A 1



     For purposes of the Offer, TWC shall be deemed to have accepted for
exchange Notes validly tendered and not properly withdrawn when, as and if
TWC gives oral or written notice to the Exchange Agent of its acceptance of
the tenders of such Notes.  Delivery of TWC Common Stock or the Replacement
Notes, and the Interest Note, if applicable, in exchange for the Notes
pursuant to the Offer will be made by the Exchange Agent as soon as
practicable after receipt of such notice, provided that all conditions to
the Offer have been satisfied or waived by TWC, with the consent of Value
Partners.  The Exchange Agent will act as agent for tendering Noteholders
for the purpose of receiving TWC Common Stock and transmitting such TWC
Common Stock to validly tendering Noteholders.  In all cases, payment for
the Notes accepted for exchange pursuant to the Offer will be made only
after timely receipt by the Exchange Agent of (i) original certificates
representing such Notes, (ii) a duly executed copy of the Agreement, (iii) a
properly completed and duly executed letter of transmittal (or a properly
completed and manually signed facsimile thereof) with any required signature
guarantees, and (iv) any other documents required by the Agreement or the
letter of transmittal, or the tendering Noteholders must comply with the
guaranteed delivery procedures described in the Prospectus.  See "The Note
Exchange Offer - Guaranteed Delivery."

     The term "Expiration Date" means 5:00 p.m., New York City time, on
Wednesday, June 11, 2003, unless and until TWC extends the period of time
for which the Offer is open, in which event the term "Expiration Date" shall
mean the latest time and date at which the Offer, as so extended by TWC,
shall expire.  TWC may at any time or from time to time extend the Offer for
any period required by any rule, regulation or order of the Securities and
Exchange Commission ("SEC") applicable to the Offer.  TWC expressly reserves
the right to waive the conditions to the Offer and to make any other changes
in the terms and conditions of the Offer with the consent of Value Partners;
provided, however, that certain other conditions identified in the
Prospectus relating to the effectiveness of the registration statement filed
with the SEC in connection with the Offer will not be modified or waived.
See the Prospectus.  If a material change occurs in the information provided
to the Noteholders, TWC will promptly disseminate a public announcement
regarding such change.

     If TWC extends the Offer, TWC will make a public announcement to that
effect no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled Expiration Date. During any such extension,
all Notes previously tendered and not properly withdrawn will remain subject
to the Offer, subject to the right to withdraw the Notes.

     Notes tendered pursuant to the Offer may be withdrawn at any time prior
to the Expiration Date, and unless theretofore accepted for exchange
pursuant to the Offer, may also be withdrawn at any time after July 11,
2003.  For a withdrawal of Notes tendered to be effective, a written or
facsimile transmission notice of withdrawal must be timely received by the
Exchange Agent at one of its addresses set forth in the Prospectus.  Any
notice of withdrawal must specify the name, address and social security (or
taxpayer identification) number of the person who tendered the Notes to be
withdrawn, the Note certificate number(s) and the aggregate principal amount
of the Notes to be withdrawn and the name(s) in which the certificate(s)
representing such Notes are registered, if different from that of the person
who tendered such Notes.  If certificates for Notes to be withdrawn have
been delivered or otherwise identified to the Exchange Agent, the name of
the registered holder and the serial numbers shown on the particular
certificate evidencing the Notes to be withdrawn must also be furnished to
the Exchange Agent prior to the physical release of the Notes to be
withdrawn.  The signature(s) on the notice of withdrawal must be guaranteed
by an Eligible Institution (as defined in the Prospectus) (except in the
case of Notes tendered by an Eligible Institution).  All questions as to the
form and validity (including time of receipt) of notices of withdrawal will
be determined by TWC, in its sole discretion, and its determination will be
final and binding on all parties.

                                   A 2



     The Prospectus, the Agreement, the related letter of transmittal and
other related materials will be mailed to registered holders of Notes and
will be furnished to brokers, dealers, commercial banks, trust companies and
similar persons whose names, or the names of whose nominees, appear on the
Noteholder list or, if applicable, who are listed as participants in a
clearing agency's security position listing for subsequent transmittal to
beneficial owners of Notes.  The Prospectus, the Agreement, and the related
letter of transmittal contain important information that should be read
carefully before any decision is made with respect to the Offer.

     Any questions or requests for assistance or for additional copies of
the Prospectus, the Agreement, the related letter of transmittal and other
related tender offer materials may be directed to TWC at its address and
telephone number set forth below, and copies will be furnished promptly at
TWC's expense.  TWC will not pay any fees or commissions to any broker or
dealer or any other person (other than the Exchange Agent) in connection
with the solicitation of tenders of Notes pursuant to the Offer.

The contact information for TWC regarding the Offer is:

     Attn:  Paul Benkley, Secretary
     Trans World Corporation
     545 Fifth Avenue, Suite 940
     New York, New York 10017
     Telephone:  (212) 983-3355
     Fax:  (212) 983-8129
     Noteholders may call collect.


                                   - END -





















                                   A 3