SCHEDULE 13E-4
                                 (RULE 13e-101)

            Tender Offer Statement Pursuant to Section 13(e)(1) of the
             Securities Exchange Act of 1934 and Rule 13e-4 Thereunder

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549

            Issue Tender Offer Statement (Pursuant to Section 13(e)(1)
                    of the Securities Exchange Act of 1934)
                               (Amendment No. 2)

                     Interactive Flight Technologies, Inc.
           --------------------------------------------------------
                                (Name of Issuer)


                     Interactive Flight Technologies, Inc.
           --------------------------------------------------------
                      (Name of Person(s) Filing Statement)


                     Class A Common Stock Purchase Warrants
           --------------------------------------------------------
                          (Title of Class of Securities)


                                    45838C114
           --------------------------------------------------------
                        (CUSIP Number of Class of Securities)


                       Robert J. Aten, Chief Financial Officer
                                3070 West Point Road
                                 Las Vegas, NV 89118
                                   (702) 896-8900
           --------------------------------------------------------
      (Name, Address and Telephone Number of Person Authorized to Receive
       Notices and Communications on Behalf of Person(s) Filing Statement)


                                    April 11, 1996
           --------------------------------------------------------
                        (Date Tender Offer First Published,
                        Sent or Given to Security-Holders)



ITEM 9.  MATERIAL TO BE FILED AS EXHIBITS.

             (a) Supplement dated May 6, 1996, to the Prospectus/Exercise 
Offer which is hereby acknowledged by the Issuer to be part of the 
Prospectus/Exercise Offer.








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                                  SIGNATURE

    After  due inquiry and to the  best of my  knowledge and belief,  I 
certify that the information set forth in this statement is true, complete 
and correct.

Dated: May 6, 1996

                                       /s/ Robert J. Aten
                                       ----------------------------------------
                                       Robert J. Aten, Chief Financial Officer






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                        INTERACTIVE FLIGHT TECHNOLOGIES, INC.

                                PROSPECTUS SUPPLEMENT
                                 DATED MAY 6, 1996 TO
                    PROSPECTUS/EXERCISE OFFER DATED APRIL 12, 1996

         Prospectus/Exercise Offer dated April 12, 1996 (the
"Prospectus/Exercise Offer") of Interactive Flight Technologies, Inc. (the
"Company") is hereby supplemented as follows (each capitalized term used herein
without definition shall have the meaning ascribed to it in the
Prospectus/Exercise Offer):

                             RECENT BUSINESS DEVELOPMENTS

         LETTER OF INTENT WITH SWISSAIR AIRLINES - On May 1, 1996, the Company
entered into a letter of intent with Swissair for the installation of the
Company's Entertainment Network on sixteen (16) Swissair MD-11 aircraft and on
five (5) B-747 aircraft commencing in October, 1996. If the arrangement is
consummated, the Company will be responsible for installation, maintenance and
periodic upgrades of the system and, in return, will have the exclusive right to
operate video gaming on the installed systems. The term of the proposed
agreement is to be seven (7) years from the date of operation of the systems for
each of the MD-11 aircraft and five (5) years for each of the B-747 aircraft.
Video gaming revenue would be allocated first to reimburse Swissair for cargo
loss, cost of additional fuel consumption and for the cleaning of handsets and
screens used in the Entertainment Networks and then to the Company to reimburse
it for its investment in installing the systems and for maintenance costs. The
parties have until July 31, 1996 to reach a formal agreement incorporating the
terms outlined in the letter of intent. If an agreement is not reached by this
time, neither the Company nor Swissair will have any liability to the other.

         LETTER OF INTENT WITH OASIS INTERNATIONAL AIRLINES S.A. - As announced
by the Company on May 1, 1996, the Company entered into a letter of intent with
Oasis International Airlines S.A. ("Oasis") for the installation of its
Entertainment Network on two (2) Oasis Airbus A-310 aircraft. Oasis is a charter
airline operating in Spain. The Company will bear the costs of installation,
maintenance and periodic upgrades of the systems and in return will have the
exclusive right to operate video gaming in the systems for a period of eight (8)
years from the date of operation of each system. The Company intends to enter
into detailed negotiations with Oasis for a formal agreement incorporating the
terms of the letter of intent, although the letter of intent does not set a time
frame within which the formal agreement is to be executed and delivered.



         CONTRACT WITH DEBONAIR AIRWAYS - The Prospectus/Exercise Offer 
described a letter of intent with Debonair Airways, a startup airline in 
England. As announced on April 30, 1996, the Company has entered into a 
definitive contract with Debonair. Pursuant to the contract, the Company has 
sold to Debonair its Entertainment Network for installation on six (6) 
Debonair aircraft commencing on or about July 1, 1996. The parties anticipate 
that the purchase price for the system to be installed on each aircraft will 
be paid to the Company by the sharing of casino gaming revenues generated by 
the systems. If Debonair does not commence casino gaming or ceases to allow 
casino gaming without being required to do so by appropriate authorities, the 
purchase price plus interest is to be paid in thirty-six (36) equal monthly 
installments. If Debonair is ordered by law to cease casino gaming on its 
aircraft, it has no obligation to make any payment of the purchase price. The 
Company will have the exclusive right to operate the Entertainment Network, 
including the sole right to conduct casino gaming, for a period of eight (8) 
years from the date each system begins operation. Inasmuch as Debonair is a 
startup airline, there is no assurance that is will ever commence operations 
or, if it does, that its operations will be successful.

         ADDITIONAL RISK FACTORS. There can be no assurance that the Company 
will successfully negotiate definitive agreements with either Swissair or 
Oasis. In addition to the funds needed to perform its obligations under the 
Debonair contract as described in the Prospectus/Exercise Offer, substantial 
additional funds will need to be raised by the Company to perform its 
obligations to Swissair or Oasis in the event definitive agreements are 
concluded with either or both of them.

                                  MANAGEMENT CHANGES

         Donald H. Goldman, the President and a director of the Company since
its inception in February, 1994, has advised the Company of his intent to resign
effective as of May 10, 1996 subject to reaching agreement with the Company on
certain terms. The Company is actively conducting a search for a successor to
Mr. Goldman.


                        PROPOSED INCREASE IN STOCK OPTION PLAN

         As described in the Prospectus/Exercise Offer, the Company's 1994
Stock Option Plan covers 600,000 shares of the Company's Class A Common Stock.
The Company's management has recommended to the Board of Directors that the
number of shares issuable under the Plan be increased to 2,400,000. If approved
by the Board of Directors, the Company will submit such an amendment to
stockholders for approval at the Company's next Annual Meeting.


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