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PROSPECTUS

100,000 Shares

New York Airways, Inc.

Capital Stock 
($1.00 Par Value)

THESE SECURITIES HAVE NOT BEEN APPROVED BY OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES ARE OFFERED AS A SPECULATION.

|   |Price to Public|Underwriting Discounts and Commissions (1)|Proceeds to Corporation (1) (2)|
|Per Share ........|$12.50|$1.25|$11.25|
|Total ............| $1,250,000.00|$125,000.00|$1,125,000.00|

(1) This is the maximum commission payable, and the minimum proceeds obtainable, assuming all of the shares are sold. The Corporation has requested Smith, Barney & Co. that it will compensate such firm as follows: (a) $30,000 for services in advising and assisting the Corporation in the setting up and preparation of the proposed issue of Capital Stock for marketing, (b) 10¢ per share for the handling by Smith, Barney & Co. of all shares of Capital Stock placed, and (c) 85¢ for each share sold by Smith, Barney & Co. directly or by dealers (who are members of the National Association of Securities Dealers, Inc.) through Smith, Barney & Co.--to which dealers Smith, Barney & Co. may allow such amount in full as a concession--to (1) purchasers not stockholders of record at the close of business on January 16, 1953 and (2) any stockholder of the Corporation of record at the close of business on January 16, 1953, in excess of 72% of the number of shares of Capital Stock then held of record by him. As further set forth in the Agreement between the Corporation and Smith, Barney & Co., no firm commitment exists in connection with the distribution of the securities being registered, Smith, Barney & Co. being bound only to use its best efforts to sell such securities. The Corporation has agreed to indemnify Smith, Barney & Co. against certain liabilities in connection with the Registration Statement and Prospectus.

(2) Before deducting expenses of the Corporation estimated at $48,500 which includes fees and out-of-pocket expenses of counsel for Smith, Barney & Co.

The Underwriter is:

Smith, Barney & Co.

The date of this Prospectus is January 19, 1953.