As filed with the Securities and Exchange Commission on November 7, 2005

Registration Statement No. 333-                   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

HAWAIIAN HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

3375 Koapaka Street, Suite G-350
Honolulu, HI 96819
(808) 835-3700

(Address, including ZIP Code, and telephone number, including area code, of registrant’s principal executive offices)

Mark B. Dunkerley
Chief Executive Officer
Hawaiian Holdings, Inc.
3375 Koapaka Street, Suite G-350
Honolulu, HI 96819
(808) 835-3700

(Name, address, including ZIP Code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.   ý

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.   o

CALCULATION OF REGISTRATION FEE

(1)          Estimated in accordance with Rule 457(c) under the Securities Act of 1933 for the purpose of calculating the registration fee based on the average of the high and low prices of the common stock of Hawaiian Holdings, Inc. as reported on the American Stock Exchange on November 1, 2005.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 7, 2005

PRELIMINARY PROSPECTUS

19,444,170 Shares

Hawaiian Holdings, Inc.

Common Stock

This prospectus relates to the resale of up to 19,444,170 shares of our common stock by the selling stockholders listed in this prospectus under the section ”Selling Stockholders.”  These shares include: (i) 10,000,000 shares of common stock currently owned directly by RC Aviation, LLC, a principal stockholder of our company, (ii) 2,159,403 shares of common stock owned directly by AIP, LLC, a former controlling stockholder of our company, (iii) 6,283,705 shares of common stock currently issuable upon exercise of a warrant held by RC Aviation, LLC, (iv) 650,000 shares of common stock issued to three institutional investors in December 2004, and (v) 351,062 shares of common stock issued to Donald J. Carty, one of our directors, in July 2004.  As described in this prospectus under the heading “Plan of Distribution,” RC Aviation, LLC intends to distribute to its members, as soon as practicable following the effective date of the registration statement of which this prospectus is a part, the aforementioned shares of common stock and warrant.

The prices at which the selling stockholders may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions. We will not receive any of the proceeds from the sale of the shares by the selling stockholders.

Our common stock is quoted on the American Stock Exchange (Ticker: HA) and the Pacific Exchange (Ticker: HA).  On November 1, 2005, the last reported sale price of our common stock was $2.65 per share.

THE SHARES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS COMMENCING ON PAGE 7 IN DETERMINING WHETHER TO PURCHASE THE SHARES.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is           , 2005

TABLE OF CONTENTS

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PROSPECTUS SUMMARY

The following summary highlights selected information contained elsewhere in this prospectus. It does not contain all the information that may be important to you. You should read this entire prospectus carefully, particularly the “Risk Factors” section and the financial statements and related notes to those financial statements contained in this prospectus. Reference to the term “Holdings” refers only to Hawaiian Holdings, Inc., and reference to the term “Hawaiian” refers only to Hawaiian Airlines, Inc., Holdings’ sole operating subsidiary. Unless the context otherwise requires, references in this prospectus to the terms “Company”, “we”, “our”, and “us” refer to: (i) Hawaiian  only, with respect to periods prior to August 29, 2002 (the date of the corporate restructuring that resulted in the creation of Holdings as the holding company for Hawaiian); (ii) Holdings and its subsidiaries, including Hawaiian, with respect to the period from August 29, 2002 through and including March 31, 2003 (the date that Holdings deconsolidated Hawaiian for accounting purposes); (iii) Holdings only, with respect to the period from April 1, 2003 and through June 1, 2005; and (iv) Holdings and its subsidiaries, including Hawaiian, from and after June 2, 2005 (the effective date of Hawaiian’s joint plan of reorganization).

Our Company

We are a holding company whose primary asset is the sole ownership of all issued and outstanding shares of common stock of Hawaiian.  Based on the number of scheduled miles flown by revenue passengers in 2004, Hawaiian is the largest airline headquartered in Hawaii and the sixteenth largest domestic airline in the U.S.  Hawaiian offers daily service on transpacific routes between Hawaii and Los Angeles, Sacramento, San Diego, San Francisco, San Jose, Las Vegas, Phoenix, Portland, and Seattle, as well as approximately 100 daily jet flights among the Hawaiian Islands, and additional service to Australia, American Samoa and Tahiti.

Hawaiian was originally incorporated in January 1929 under the laws of the Territory of Hawaii and became our indirect wholly-owned subsidiary pursuant to a corporate restructuring that was consummated in August 2002.  Hawaiian became a Delaware corporation and our direct wholly-owned subsidiary in June 2005 pursuant to a short-form merger described in greater detail below under “Consummation of Hawaiian’s Joint Plan of Reorganization.”

Consummation of Hawaiian’s Joint Plan of Reorganization

On March 21, 2003, Hawaiian filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Hawaii.  Holdings did not file for relief under Chapter 11 of the Bankruptcy Code.  On May 30, 2003, a bankruptcy trustee was selected to serve in connection with the Chapter 11 filing and operate Hawaiian, which thereafter operated its business under the jurisdiction of the bankruptcy court and in accordance with the applicable provisions of the bankruptcy code and orders of the bankruptcy court until June 2, 2005, the effective date of Hawaiian’s joint plan of reorganization. The appointment of the bankruptcy trustee effectively served to divest operational and financial control of Hawaiian from our officers and directors, and severed the availability of funds needed to support our efforts to meet our ongoing obligations, including our reporting requirements under the Securities Exchange Act of 1934, as amended. Effective April 1, 2003, we deconsolidated Hawaiian and prospectively accounted for our ownership interest in Hawaiian using the cost method of accounting.  Our results of operations, therefore, do not include Hawaiian’s operating results during the period from April 1, 2003 through June 1, 2005. During this period, we generated no revenue and our operating expenses consisted almost entirely of legal and professional fees related to Hawaiian’s Chapter 11 case, consulting fees, legal fees for general corporate matters and insurance expenses.

On March 11, 2005, we sponsored, together with the bankruptcy trustee, the Official Committee of Unsecured Creditors of Hawaiian, a wholly-owned subsidiary of Holdings formerly known as HHIC, Inc., a Delaware corporation, and RC Aviation, LLC (which is currently our largest shareholder) the Third Amended Joint Plan of Reorganization (the “Joint Plan”) to provide for Hawaiian to emerge from bankruptcy. The Joint Plan provided for payment in full of all allowed claims, including unsecured claims. The Joint Plan also provided for the merger of Hawaiian with and into HHIC, with HHIC as the surviving entity, and to immediately change

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its name to Hawaiian Airlines, Inc., a Delaware corporation. We retained our equity interest in Hawaiian; however, in connection with the Joint Plan, we issued shares of its common stock to creditors of Hawaiian to help fund the Joint Plan, resulting in a dilution of the ownership interest of our common shareholders.

The Joint Plan was consummated on June 2, 2005.  Except as otherwise provided in the Joint Plan, on such date, all property of the estate of Hawaiian as an entity in bankruptcy vested in Hawaiian. We accounted for Hawaiian’s emergence from bankruptcy as a business combination, with the assets and liabilities of Hawaiian recorded in our consolidated financial statements at their fair values as of June 2, 2005 and the results of Hawaiian’s operations included in our results of operations from that date.

Exit Financing Transactions

The Joint Plan was consummated with the financing transactions set forth below.   It is our current intention to redeem the subordinated convertible notes described below using the net proceeds of various financing alternatives currently being explored.

•                                           Common Stock.  On June 2, 2005, we issued approximately 14.1 million shares of our common stock to holders of lease-related claims in Hawaiian’s bankruptcy case pursuant to the Joint Plan.

•                                           Senior Credit Facility.  On June 2, 2005, Hawaiian became a borrower under a $50 million senior secured credit facility, comprised of a revolving line of credit in the maximum amount of $25 million and a $25 million term loan, that is secured by substantially all of our assets, is guaranteed by us and matures in three years.

•                                          Term B Credit Facility.  On June 2, 2005, Hawaiian became a borrower under an additional $25 million term loan that is secured by substantially all of our assets, subject to the prior liens we granted to the senior lenders under the senior credit facility, is guaranteed by us and matures in three years.

•                                           Subordinated Convertible Notes.  On June 1, 2005, we entered into a Note Purchase Agreement with RC Aviation, LLC (“RC Aviation”) pursuant to which RC Aviation and its members purchased from Holdings Series A Subordinated Convertible Notes due June 1, 2010 and Series B Subordinated Convertible Notes due June 1, 2010 (collectively, the “Notes”), in the aggregate principal amount of $60 million. The Notes are convertible into shares of our Common Stock at a conversion price of $4.35 per share at any time after the first anniversary of issuance.  We have the right, and we have covenanted to use our best efforts, to redeem the Notes, at 105% of the aggregate principal amount, plus all accrued and unpaid interest due and payable thereunder, at any time prior to the first anniversary of issuance.  It is our current intention to redeem the Notes using the net proceeds of various financing alternatives currently being explored.  In addition, on June 2, 2005, RC Aviation received a warrant to purchase shares of our newly designated Series E Preferred Stock.  On July 8, 2005, such warrant was automatically exchanged for a warrant to purchase up to 10% of the diluted shares of our Common Stock (6,855,685 shares) at an exercise price of $7.20 per share, of which warrant half had been previously earned by RC Aviation for its funding commitment with respect to the Joint Plan, and the other half of which was earned by RC Aviation in connection with its purchase of the Notes (the “Common Stock Warrant”).   On October 19, 2005 and October 21, 2005, we repurchased an aggregate of approximately $3.9 million and $1.1 million, respectively, in principal amount of the Notes at their face amount, plus accrued interest, and a corresponding portion of the Common Stock Warrant.  After giving effect to the warrant repurchases in connection with the Note repurchases, RC Aviation now holds a warrant to purchase 6,283,705 shares of Common Stock.

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Summary of the Offering

The following material is qualified in its entirety by the information appearing elsewhere in this prospectus.

Risk Factors

Shares offered in this prospectus involve a high degree of risk.  You should carefully consider the risk factors commencing on page 7 in determining whether to purchase the shares.

Our principal executive office is located at 3375 Koapaka Street, Suite G-350, Honolulu, HI 96819 and our telephone number is (808) 835-3700.

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Selected Consolidated Financial Data

The following table presents our selected consolidated financial data for the periods presented.  We derived our selected consolidated financial data for the years ended December 31, 2000, 2001, 2002, 2003 and 2004 from our audited consolidated financial statements. We derived the selected consolidated financial data for the six months ended June 30, 2004 and June 30, 2005 from our unaudited consolidated financial statements. Effective April 1, 2003, we deconsolidated Hawaiian and prospectively accounted for our ownership of Hawaiian using the cost method of accounting.  Our results of operations, therefore, do not include Hawaiian’s operating results during the period from April 1, 2003 through June 1, 2005, the day prior to the effective date of Hawaiian’s joint plan of reorganization. During this period, we generated no revenue and our operating expenses consisted almost entirely of legal and professional fees related to Hawaiian’s Chapter 11 case, consulting fees, legal fees for general corporate matters and insurance expenses.  On June 2, 2005, the effective date of Hawaiian’s joint plan of reorganization, we reconsolidated Hawaiian as of such date for financial reporting purposes and began including Hawaiian’s results of operations in our consolidated results of operations. The balance sheets as of December 31, 2003 and 2004 include the deconsolidated balances of Holdings only, whereas the balance sheet as of June 30, 2005 includes the consolidated balances of Holdings and Hawaiian. The unaudited consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and, in the opinion of our management, reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of this data. The results for any interim period are not necessarily indicative of the results that may be expected for a full year. You should read this data in conjunction with the information set forth under “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our financial statements and the related notes, Hawaiian’s financial statements and the related notes and the other financial information in this prospectus.

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Summary Combined and Pro Forma Financial Data

The following table presents summary combined and pro forma financial data for the periods presented. Effective April 1, 2003, we deconsolidated Hawaiian and prospectively accounted for our ownership interest in Hawaiian using the cost method of accounting. Our historical results of operations include the operating results of Hawaiian through March 31, 2003 and from and after June 2, 2005, as described below.  Hawaiian’s emergence from bankruptcy has been accounted for as a business combination (the acquisition of Hawaiian by Holdings), with the assets and liabilities of Hawaiian recorded in our consolidated financial statements at their fair value as of June 2, 2005, and Hawaiian’s results of operations have been included in our consolidated results of operations from June 2, 2005. However, given the significance of Hawaiian’s results of operations to our future results of operations and financial condition, as well as the limited nature of our operations subsequent to the deconsolidation of Hawaiian, the historical results of operations of Holdings and Hawaiian subsequent to the deconsolidation have been combined below in order to provide a more informative comparison of results.  The unaudited pro forma financial data has been prepared based on the historical financial statements of Holdings and Hawaiian, adjusted to give pro forma effect to Hawaiian’s emergence from bankruptcy.  The unaudited pro forma consolidated statements of operations data for the six months ended June 30, 2005 and the year ended December 31, 2004 is presented as if the acquisition had occurred on January 1, 2004.  The unaudited pro forma consolidated financial statements are presented for informational purposes only and are not intended to represent or be indicative of the results of operations or financial condition that we would have reported had the acquisition occurred as of the date presented, and should not be taken as representative of our future consolidated results of operations or financial condition.

We derived the summary combined and pro forma financial data for the years ended December 31, 2003 and 2004 from the audited financial statements of Holdings and Hawaiian. We derived the summary combined and pro forma financial data for the six months ended June 30, 2004 and June 30, 2005 from the unaudited financial statements of Holdings and Hawaiian. The unaudited financial statements have been prepared on the same basis as the audited financial statements of Holdings and Hawaiian and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of this data. The results for any interim period are not necessarily indicative of the results that may be expected for a full year.  You should read the following summary combined and pro forma financial data in conjunction with the information set forth under “Capitalization,” “Unaudited Pro Forma Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our financial statements and the related notes, Hawaiian’s financial statements and the related notes and the other financial information in this prospectus.

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Operating Statistics of Hawaiian Airlines, Inc.

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RISK FACTORS

You should carefully consider the risks described below and all other information contained in this prospectus before you make a decision to invest in our common stock.

Risks Relating to our Business

Our business is adversely affected by increases in fuel prices.

Aircraft fuel costs constitute a significant portion of Hawaiian’s operating expenses.  Fuel costs represented 19.6% and 22.4% of Hawaiian’s operating expenses for the year ended December 31, 2004 and the six months ended June 30, 2005, respectively.  Based on gallons expected to be consumed in 2005, for every one cent change in the price of jet fuel, Hawaiian’s annual fuel expense increases or decreases by approximately $1.1 million.  Fuel prices and supplies are influenced significantly by international political and economic circumstances, such as the war and post-war unrest in Iraq, as well as OPEC production curtailments, a disruption of oil imports, other conflicts in the Middle East, increasing demand from China, India and other developing countries, environmental concerns, weather and other unpredictable events.  During the third quarter of 2005, Hurricane Katrina and Hurricane Rita caused widespread disruption to oil production, refinery operations and pipeline capacity along certain portions of the U.S. Gulf Coast.  As a result of these disruptions, the price of jet fuel increased significantly and the availability of jet fuel supplies was diminished.  Further increases in jet fuel prices or disruptions in fuel supplies, whether as a result of natural disasters or otherwise, could have a material adverse effect on our results of operations, financial position or liquidity.

From time to time, Hawaiian enters into petroleum forward contracts, jet fuel purchase commitments, or other derivative instruments to hedge our financial exposure to fluctuations in the cost of jet fuel.  See “Business–Fuel.”

Our business is highly dependent on tourism, and our financial results could suffer if there is a downturn in tourism levels.

Our principal base of operations is in Hawaii and our revenue is linked primarily to the number of travelers (mostly tourists) to, from and among the Hawaiian Islands. Hawaii tourism levels are affected by, among other things, the political and economic climate in Hawaii’s main tourism markets, promotional spending by competing destinations, the popularity of Hawaii as a tourist destination relative to other vacation options, and other global factors, including natural disasters, safety and security.  From time to time, various events and industry specific problems such as strikes have had a negative impact on tourism in Hawaii. In addition, the potential or actual occurrence of terrorist attacks, the war in Iraq, and the threat of other negative world events has had and may in the future again have a material adverse effect on Hawaii tourism. No assurance can be given that the level of passenger traffic to Hawaii will not decline in the future.  A decline in the level of Hawaii passenger traffic could have a material adverse effect on our results of operations and financial condition.

Our business is subject to substantial seasonal and cyclical volatility.

Our profitability and liquidity are sensitive to seasonal volatility primarily due to leisure and holiday travel patterns. Hawaii is a popular vacation destination. Traffic levels are typically stronger during June, July, August and December and considerably weaker at other times of the year. During weaker travel periods, we may utilize discounted fare pricing strategies to increase our traffic volume. Our results of operations generally reflect this seasonality, but are also impacted by numerous other factors that are not necessarily seasonal. These factors include the extent and nature of fare changes and competition from other airlines, changing levels of operations, national and international events, fuel prices and general economic conditions, including inflation. Because a substantial portion of both personal and business airline travel is discretionary, the industry tends to experience adverse financial results in general economic downturns. As a result, our operating results for a quarterly period are not necessarily indicative of operating results for an entire year, and historical operating results are not

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necessarily indicative of future operating results.  Additionally, airlines generally require substantial liquidity to sustain continued operations under most conditions.

Our business is impacted by the competitive advantages held by full service airlines in the transpacific market.

In the transpacific market, most of our competition comes from full service legacy airlines such as United, American, Continental, Delta, and Northwest. Legacy airlines have a number of competitive advantages that historically have enabled them to obtain higher fares than Hawaiian:

•                                          Legacy airlines generate passenger traffic from throughout the U.S. mainland, which has traditionally enabled them to fill their aircraft at higher average fares than Hawaiian. In contrast, Hawaiian lacks a comparable network to feed passengers to its transpacific flights.

•                                          Most legacy airlines operate from hubs, which can provide a built-in market of passengers, depending on the economic strength of the hub city and the size of the customer group that frequent the airline.  For example, United flows sufficient passenger traffic throughout the U.S. mainland to schedule 11 flights a day between San Francisco and the Hawaiian islands, which gives San Francisco residents wishing to travel to Hawaii a large number of United non-stop flight choices to Oahu, Maui, Kauai and the Big Island, while Hawaiian, without feed traffic, can offer only one flight per day. In contrast, Honolulu, the hub of our operations, does not originate much transpacific travel, nor does it have the city strength or potential customer franchise of a city such as Chicago or Dallas necessary to provide Hawaiian with a built-in market.  Tickets to Hawaii are for the most part not sold in Honolulu, but rather on the mainland, making Honolulu primarily a destination rather than origin of passenger traffic.

•                                          The amount of connecting traffic through Honolulu continues to decline.  Due to the advent of aircraft capable of long-haul flying, Honolulu is no longer a critical connecting point for passengers traveling between North America and Asia.

Our business is increasingly impacted by competition from low cost carriers.

Hawaiian has in the past been largely insulated from direct competition from low cost carriers or LCCs.  Most LCCs have lacked the fleet and infrastructure necessary to provide long-haul service over water. The Hawaii market has, however, in recent years, seen growing LCC competition from American Trans Air (ATA), which increased service to Hawaii from San Francisco and other cities in 2003. We also face the threat of more LCC competition in the future.  U.S. Airways has announced service to Hawaii commencing at the end of 2005. Furthermore, a more fundamental and immediate consequence for us of the proliferation of LCCs is the response from full service legacy airlines, who are meeting the competition from LCCs by significantly reducing costs and adjusting their route networks to divert resources to long-haul markets such as Hawaii, where LCC competition is less severe.  The result is that the legacy airlines have at the same time reduced their costs of operation and increased capacity in the Hawaii market. Additional capacity to Hawaii, whether from legacy airlines or LCCs, could result in a decrease in our share of the transpacific market, a decline in our transpacific yields, or both, which could have a material adverse effect on our results of operations and financial condition.

Additional potential competitors have announced their intentions to launch interisland air service.

In the interisland market, we face competition principally from two other airlines, Aloha Airlines and Island Air.  In addition, Mesa Airlines, a regional carrier based in Phoenix, Arizona, has announced its intention to begin flying an interisland schedule with six 50 seat regional jets in the first quarter of 2006 and possibly further increasing capacity, and Fly Hawaii has announced its intention to compete directly with us once sufficient capital has been raised and regulatory approvals have been secured.  If the additional capacity described by Mesa Airlines and Fly Hawaii is added to existing interisland capacity, it could have a significant negative impact on interisland yields and ultimately our financial condition.

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Demand for interisland service is declining, and is expected to decline for the foreseeable future.

The demand for interisland service has been steadily declining, as other airlines have increased direct service from the mainland to Oahu’s neighbor islands, obviating the need for interisland transfers, and as the infrastructure, particularly the availability of goods and services, in the neighbor islands improves.  The total size of the interisland market is, therefore, expected to continue to shrink for the foreseeable future. A decline in the level of interisland passenger traffic could have a material adverse effect on our results of operations and financial condition.

Our business requires substantial financial and operating leverage.

The airline industry operates on low gross profit margins and revenue that varies substantially in relation to fixed operating costs.  Due to high fixed costs, the expenses of each flight do not vary proportionately with the number of passengers carried, but the revenue generated from a particular flight are directly related to the number of passengers carried. Accordingly, while a decrease in the number of passengers carried would cause a corresponding decrease in revenue (if not offset by higher fares), it may result in a disproportionately greater decrease in profits. An increase in the number of passengers carried would have the opposite effect.

We are dependent on satisfactory labor relations.

Labor costs are a significant component of airline expenses and can substantially impact an airline’s results.  Labor and related benefit costs represented approximately 30% of Hawaiian’s operating expenses for the year ended December 31, 2004 and the six months ended June 30, 2005.  We may experience pressure to increase wages and benefits for our employees in the future.  We may make strategic and operational decisions that require the consent of one or more of our labor unions.  We cannot assure you that these labor unions will not require additional wages or benefits in return for their consent.  In addition, we have entered into collective bargaining agreements with our pilots, mechanical group employees, clerical group employees, flight attendants, dispatchers and network engineers which are amendable in three years.  We cannot assure you that future agreements with our employees’ unions will be on terms in line with our expectations or comparable to agreements entered into by our competitors, and any future agreements may increase our labor costs or otherwise adversely affect us.  If we are unable to reach an agreement with any unionized work group, we may be subject to future work interruptions and/or stoppages, which may hamper or halt operations.

Our operations may be adversely affected if we are unable to attract and retain key executives, including our Chief Executive Officer.

We are dependent on our ability to attract and retain key executives, particularly Mark B. Dunkerley, our Chief Executive Officer, with whom we have recently entered into a three-year employment agreement.  Competition for such personnel in the airline industry is highly competitive, and we cannot be certain that we will be able to retain our Chief Executive Officer or other key executives or that we can attract other highly qualified personnel in the future. Any inability to retain our Chief Executive Officer and other key executives, or attract and retain additional qualified executives, could have a negative impact on our operations.

We are increasingly dependent on technology to operate our business.

Any substantial or repeated failures of our computer or communications systems could impact our customer service, result in the loss of important data, loss of revenue, and increased costs, and generally harm our business. Like all companies, our computer and communication systems may be vulnerable to disruptions due to events beyond our control, including natural disasters, power or equipment failures and computer viruses and hackers. We have implemented various technology security initiatives, but there can be no assurance that these measures are adequate to prevent disruptions of our systems.

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We are highly reliant on third-party contractors to provide certain facilities and services for our operations, and termination of our third-party agreements could have a potentially adverse effect on our financial results.

We have agreements with Alaska Airlines, US Airways, American Airlines, Continental Airlines, Delta Air Lines, Northwest Airlines, Island Air, and certain other contractors, to provide certain facilities and services required for our operations. These facilities and services include aircraft maintenance, code sharing, reservations, computer services, frequent flyer programs, passenger processing, ground facilities, baggage and cargo handling and personnel training. Our reliance on these third parties to continue to provide these important aspects of our business impact our ability to conduct our business effectively.

•                                          Maintenance agreements. We have maintenance agreements with Delta Air Lines, Goodrich Aviation Technical Services, the Pratt & Whitney division of United Technologies Corporation, Rolls Royce, Honeywell and others to provide maintenance services for our aircraft, engines, parts and equipment.  If one or more of our maintenance providers terminate their respective agreements, we would have to seek alternative sources of maintenance service or undertake the maintenance of these aircraft or components ourselves.  We cannot assure you that we would be able to do so on a basis that is as cost-effective as our current maintenance arrangements.

•                                          Code sharing agreements.  We have code sharing agreements with Alaska Airlines, US Airways, American Airlines, American Eagle, Continental Airlines, Island Air, and Northwest Airlines. We also participate in the frequent flyer programs of Alaska Airlines, US Airways, American Airlines, Continental Airlines, Northwest Airlines and Virgin Atlantic Airways. Although these agreements increase our ability to be more competitive, they also increase our reliance on third parties.

•                                          Fuel agreements.  We have entered into a jet fuel sale and purchase contract to provide us with a substantial amount of jet fuel, which we anticipate will be sufficient to meet all of our jet fuel needs for flights originating in Honolulu during 2005.  If the fuel provider terminates its agreement with us, we would have to seek an alternative source of jet fuel.  We cannot assure you that we would be able to do so on a basis that is as cost-effective as our current arrangement.  We have agreements with vendors at all airports we serve to provide us with fuel.  Should any of these vendors cease to provide service to Hawaiian for whatever reason, our operations could be adversely affected.

•                                          Travel agency and wholesale agreements.  In 2004, passenger ticket sales from travel agencies and wholesalers constituted approximately 34% of our total operating revenue. Travel agents and wholesalers generally have a choice between one or more airlines when booking a customer’s flight. Accordingly, any effort by travel agencies or wholesalers to favor another airline or to disfavor us could adversely affect our revenue. Although we intend to maintain favorable relations with travel agencies and wholesalers, there can be no assurance that they will continue to do business with us. The loss of any one or several travel agencies and or wholesalers may have a material adverse affect on our operations.

We are subject to various risks as a result of our fleet concentration in B717s.

Over 40% of our fleet consists of B717 aircraft.  Boeing announced in January 2005 the discontinuance of the production of the aircraft in 2006.  As a result, the availability of parts and maintenance for B717 aircraft may become limited in future years.  Additionally, we may experience increased costs in later years associated with parts acquisition for and/or maintenance of this aircraft. Certain other carriers operating with a more diversified fleet may be better able to withstand such an event, if such an event occurred in the future.

Our business may be adversely impacted by the ability of one of our aircraft lessors to terminate certain aircraft leases beginning in 2007.

We currently lease seven Boeing 767-300ER aircraft from AWAS, formerly Ansett Worldwide Aviation Services, Inc. (AWAS).  AWAS can terminate those leases early, after not less than 180 days prior notice to Hawaiian, beginning on March 21, 2007.  If AWAS terminates one or more of these leases early and we are

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unable to obtain replacement aircraft, our operations would be adversely affected.  See “Business—Properties—Aircraft.”

Our substantial debt could adversely affect our financial condition.

As of June 30, 2005, we had substantial indebtedness, including the remaining balance of $22.9 million of the $25.0 million term loan portion of a $50.0 million senior secured credit facility which matures on June 2, 2008, a $25.0 million junior term loan which matures on June 2, 2008, and $60.0 million of subordinated convertible notes which mature on June 1, 2010 and are convertible into common stock at a conversion price of $4.35 per share commencing on June 1, 2006.  We have agreed to use our best efforts to redeem the subordinated convertible notes at 105% of the aggregate principal amount, plus all accrued and unpaid interest due and payable thereunder, at any time prior to June 1, 2006.

The requirement to repay our debt makes us more vulnerable to general adverse economic conditions, requires us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow for operations and other purposes, limits our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, and places us at a competitive disadvantage compared to any other competitor that has less debt than we do.

Certain of our financing agreements include financial covenants that impose substantial restrictions on our financial and business operations.

The terms of our senior credit and term B financing agreements with Wells Fargo Foothill, Inc. and Canyon Capital Advisors, LLC, respectively, restrict our ability to, among other things, incur additional indebtedness, pay dividends or make other payments on investments, consummate asset sales or similar transactions, create liens, merge or consolidate with any other person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of our assets.  The terms of the agreements contain covenants that require us to meet certain financial tests to avoid a default that might lead to early termination of the facilities.  Moreover, the Wells Fargo agreement contains covenants that require us to meet certain financial tests in order to continue to borrow under the facility.  If we were not able to comply with these covenants, our outstanding obligations under these facilities could be accelerated and become due and payable immediately.

We regained control of Hawaiian in June 2005, and have not had an extended opportunity to adequately assess the effectiveness of Hawaiian’s internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002.

We are in the process of assessing the effectiveness of our internal controls over financial reporting in connection with the rules adopted by the Securities and Exchange Commission under Section 404 of the Sarbanes-Oxley Act of 2002. As reported in our Annual Report on Form 10-K for the fiscal year ending December 31, 2004, during which period we did not consolidate the assets, liabilities or operating results of Hawaiian into our financial statements, we concluded that our internal controls over financial reporting were effective.  This assessment did not encompass any of the internal controls over financial reporting of Hawaiian. As a result of our reconsolidation of Hawaiian, our assessment of internal controls over financial reporting as of December 31, 2005 must also encompass internal controls at Hawaiian, which is a substantially larger undertaking than the assessment made as of December 31, 2004.  In light of the fact that Holdings regained control of Hawaiian from Hawaiian’s bankruptcy trustee in early June 2005 and thus has not had an extended opportunity to assess the effectiveness of internal controls at Hawaiian, and considering management’s conclusion that our disclosure controls were not effective as of June 30, 2005 due to insufficient resources within our accounting and finance function, there can be no assurance that our management will be able to complete its assessment of our internal controls over financial reporting before the deadline for us to file our Form 10-K for the year ending December 31, 2005. Additionally, there can be no assurance that management or our auditors, Ernst & Young LLP, will not identify significant deficiencies that would result in one or more material weaknesses in our internal controls over financial reporting, or that Ernst & Young will be able to issue unqualified opinions in the future on management’s assessment of the effectiveness of our internal controls over financial reporting.  We cannot provide any assurance that tests of our internal controls will not uncover

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significant deficiencies that would result in a material weakness in our internal controls over financial reporting.

In order to complete the assessment within the prescribed period, management has formed an internal control steering committee, retained outside consultants and adopted a detailed project work plan in order to assess the adequacy of its internal control over financial reporting, remediate any control weaknesses that are identified and validate through testing that controls were functioning as documented.  Under our Section 404 implementation schedule, we are scheduled to complete all of our testing, remediation and retesting by December 31, 2005. The existing schedule provides little flexibility for us to modify our existing implementation schedule and respond to any unforeseen or unexpected results that may occur as management, the outside consultants working at management’s direction, and Ernst & Young complete the necessary procedures. As a result of this tight timetable and considering the current insufficient resources within our finance and accounting function (i) we may not be able to timely complete our assessment and remedy and test any unexpected or unknown internal control weaknesses, (ii) even if we are able to complete the procedures necessary for management’s assessment, Ernst & Young may not be able to complete their necessary work on a timely basis and complete their assessment, (iii) the reports of management or Ernst & Young, or both, may disclose the existence of a material weakness in internal controls and (iv) there may be a delay in Ernst & Young’s issuance of its audit opinion regarding our 2005 financial statements if Ernst & Young is required to expand its audit procedures and scope due to the detection of a material weakness in our internal controls.

If we fail to comply in a timely manner with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common stock.

In the event that a material weakness is identified, we will adopt and implement policies and procedures to remediate such material weakness.  Designing and implementing effective internal controls is a continuous process that requires us to anticipate and react to changes in our business and the economic and regulatory environments in which we operate, and to expend significant resources to maintain a system that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we take will remediate any material weaknesses that we may identify, or that we will successfully implement and maintain adequate controls over our financial process and reporting in the future.

Any failure to complete our assessment of our internal controls over financial reporting, to remediate any material weaknesses that we may identify, or to implement new or improved controls, could harm our operating results, cause us to fail to meet our reporting obligations, or result in material misstatements in our financial statements. Any such failure also could adversely affect the results of the periodic management evaluations and, in the case of a failure to remediate any material weaknesses that we may identify, would adversely affect the annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that are required under Section 404.  Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.

Our share price could be subject to extreme price fluctuations, and stockholders could have difficulty trading shares.

The market price for our common stock has been and may continue to be subject to significant price fluctuations.  Price fluctuations could be in response to operating results, increased jet fuel prices, additional bankruptcy filings among the airlines, increased government regulation and general market conditions.  Additionally, the stock market in recent years has experienced extreme price and volume fluctuations that often have been unrelated to the operating performance of individual companies.  These market fluctuations, as well as general economic conditions, may affect the price of our common stock.

In the past, securities class action litigation has often been instituted against a company following periods of volatility in the company’s stock price.  This type of litigation, if filed against us, could result in substantial costs and divert our management’s attention and resources.  In addition, the future sale of a substantial

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number of shares of common stock by us or by our existing stockholders, including the selling stockholders, may have an adverse impact on the market price of the shares of common stock.  There can be no assurance that the trading price of our common stock will remain at or near its current level.

Risks Relating to the Airline Industry

The continued threat of terrorist attacks may adversely impact our business.

Since the terrorist attacks of September 11, 2001, the airline industry has experienced profound changes, including substantial revenue declines and cost increases, which have resulted in industry-wide liquidity issues.  Additional terrorist attacks, even if not made directly on the airline industry, or the fear of such attacks, could further adversely impact us and the airline industry.  In addition, other world events and developments may further decrease demand for air travel, and could result in further increased costs for us and the airline industry.  We are currently unable to estimate the impact of any future terrorist attacks.  However, any future terrorist attacks could have a material adverse impact on our business, financial condition and results of operations, and on the airline industry in general.

The airline industry is highly competitive, and if we cannot successfully compete in the marketplace, our financial condition and results of operations will be adversely affected.

The airline industry is highly competitive, and many of our competitors are larger and have substantially greater financial resources than we do. The commencement of or increase in service on our routes by existing or new carriers could negatively impact our operating results.  In the past, competing airlines have reduced fares and increased capacity beyond market demand on routes served by us in order to maintain or generate additional revenue. Further fare reductions and capacity increases by competing airlines could force us to reduce fares or adjust our capacity to levels that may adversely affect our operations and profitability.  Many of our competitors have larger customer bases, greater brand recognition and significantly greater financial and marketing resources than we do. Either aggressive marketing tactics or a prolonged fare war initiated by one or more of these competitors could adversely impact our financial resources and affect our ability to compete in these markets.

Vigorous price competition exists in the airline industry, with competitors frequently offering discounted fares and other promotions to stimulate traffic during weaker travel periods, generate cash flow or increase relative market share in selected markets. Airline profit levels are highly sensitive to changes in fuel costs, fare levels and passenger demand.  Passenger demand and fare levels are influenced by, among other things, the state of the global economy, domestic and international events, airline capacity and pricing actions taken by carriers.  The September 11, 2001 terrorist attacks, the weak economy prior to 2004, turbulent international events (including the war and post-war unrest in Iraq), high fuel prices and extensive price discounting by carriers have resulted in significant losses for the airline industry. The introduction of broadly available, deeply discounted fares by a U.S. airline could result in lower yields for the entire industry and could have a material adverse effect on our operating results.

The airline industry is subject to extensive government regulation, and new regulations could have an adverse effect on our financial condition and results of operations.

Airlines are subject to extensive regulatory requirements that result in significant costs. Additional laws, regulations, taxes and airport rates and charges have been proposed from time to time that could significantly increase the cost of airline operations or reduce revenues. For example, the Aviation and Transportation Security Act, which became law in November 2001, mandates the federalization of certain airport security procedures and imposes additional security requirements on airlines. The FAA from time to time issues directives and other regulations relating to the maintenance and operation of aircraft that require significant expenditures.  Some FAA requirements cover, among other things, retirement of older aircraft, security measures, collision avoidance systems, airborne windshear avoidance systems, noise abatement and other environmental concerns, commuter aircraft safety and increased inspections and maintenance procedures to be conducted on older aircraft.  We expect to continue incurring expenses to comply with the FAA’s regulations.

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Future regulatory developments in the U.S. and abroad could adversely affect operations and increase operating costs in the airline industry.  For example, potential future actions that may be taken by the U.S. government, foreign governments, or the International Civil Aviation Organization to limit the emission of greenhouse gases by the aviation sector are unknown at this time, but the cost to us and our industry is likely to be significant. In addition, the ability of U.S. carriers to operate international routes is subject to change because the applicable arrangements between the U.S. and foreign governments may be amended from time to time, or because appropriate slots or facilities are not available. We cannot provide assurance that laws or regulations enacted in the future will not adversely affect us financially.

Our operations may be adversely impacted by increased security measures mandated by regulatory authorities.

Because of significantly higher security and other costs incurred by airports since September 11, 2001, many airports significantly increased their rates and charges to air carriers, including us, and may do so again in the future.  Additionally, since September 11, 2001, the Department of Homeland Security and the Transportation Security Administration and other agencies within the Department of Homeland Security have implemented numerous security measures that affect airline operations and costs, and are likely to implement additional measures in the future.  The Department of Homeland Security has announced greater use of passenger data for evaluating security measures to be taken with respect to individual passengers, expanded use of federal air marshals on flights (thus displacing revenue passengers), investigating a requirement to install aircraft security systems (such as active devices on commercial aircraft as countermeasures against portable surface to air missiles) and expanded cargo and baggage screening. A large part of the costs of these security measures is borne by the airlines and their passengers, and we believe that these and other security measures have the effect of increasing the hassle of air transportation and thus decreasing traffic.  Security measures imposed by the U.S. and foreign governments subsequent to September 11, 2001 have increased our costs, and additional measures taken in the future may result in similar adverse effects. The Bush administration has proposed increasing the passenger security fee from $2.50 to $5.50 per enplanement, which, if implemented, would result in an estimated additional annual tax of $1.5 billion on the airline industry.  We cannot provide assurance that additional security requirements or security-related fees enacted in the future will not adversely affect us financially.

Our insurance costs have increased substantially in recent years and further increases in insurance costs or reductions in coverage could have an adverse effect on our financial results.

We carry types and amounts of insurance customary in the airline industry, including coverage for general liability, passenger liability, property damage, aircraft loss or damage, baggage and cargo liability and workers’ compensation. We are required by the DOT to carry liability insurance on each of our aircraft.  We currently maintain commercial airline insurance with a major group of independent insurers that regularly participate in world aviation insurance markets including public liability insurance and coverage for losses resulting from the physical destruction or damage to our aircraft.  However, there can be no assurance that the amount of such coverage will not be changed, or that we will not bear substantial losses from accidents.  We could incur substantial claims resulting from an accident in excess of related insurance coverage that could have a material adverse effect on our results of operations and financial condition.

After the events of September 11, 2001, aviation insurers significantly reduced the maximum amount of insurance coverage available to commercial air carriers for liability to persons other than employees or passengers for claims resulting from acts of terrorism, war or similar events (war-risk coverage).  At the same time, they significantly increased the premiums for such coverage as well as for aviation insurance in general.  We also purchased from the U.S. government third-party war-risk insurance coverage.  This coverage has been extended by the FAA under the Homeland Security Act to December 31, 2005, after which time it is anticipated that the federal policy will be extended unless insurance for war-risk coverage in necessary amounts is available from independent insurers or a group insurance program is instituted by the U.S. carriers and the DOT.  However, there can be no assurance that the federal policy will be renewed or an alternative policy can be obtained in the commercial market at a reasonable cost.

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We are at risk of losses and adverse publicity in the event of an aircraft accident.

We are exposed to potential losses that may be incurred in the event of an aircraft accident.  Any such accident could involve not only the repair or replacement of a damaged aircraft and its consequential temporary or permanent loss of revenue, but also significant potential claims of injured passengers and others.  In addition, any aircraft accident or incident could cause a public perception that we are less safe or reliable than other airlines, which would harm our business.

We are at risk of losses in the event of an outbreak of diseases.

In 2003, there was an outbreak of Severe Acute Respiratory Syndrome (SARS), which primarily had an adverse impact on our Pacific operations. If there were another outbreak of a disease (such as SARS and avian influenza (Bird Flu)) that adversely affects travel behavior, it could have a material adverse impact on our operations.

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FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect our current views with respect to certain current and future events and financial performance. These forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to our operations and business environments which may cause our actual results to be materially different from any future results, expressed or implied, in these forward-looking statements.

We have used the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” and similar terms and phrases, including references to assumptions, in this prospectus to identify forward-looking statements. These forward-looking statements are made based on our management’s expectations and beliefs concerning future events affecting us and are subject to uncertainties and factors, including those factors discussed under the heading “Risk Factors” and elsewhere in this prospectus, relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed in or implied by these forward-looking statements.

We undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this prospectus.

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USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares of common stock covered by this prospectus.  The proceeds from the sale of the common stock offered pursuant to this prospectus are solely for the account of the selling stockholders.  Accordingly, we will not receive any proceeds from the sale of the shares from the selling stockholders.  However, we would receive the proceeds of the exercise of the warrants to purchase common stock expected to be held by the members of RC Aviation to the extent that such warrants are exercised for cash.  In the event that such warrants are exercised for cash, the aggregate proceeds received by us would be $45,242,676.  There can be no assurance concerning the number or the timing of the exercise of such warrants at this date.  In addition, because the warrants contain provisions allowing for a cashless exercise under certain circumstances, there can be no assurance that we would receive all such proceeds even if the warrants are exercised.  It is expected that any proceeds realized from the exercise of such warrants will be used by us for general working capital.

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PRICE RANGE OF COMMON STOCK, DIVIDEND POLICY AND
RELATED SHAREHOLDER MATTERS

Market Information

Our common stock is traded on the American Stock Exchange (“Amex”) and the Pacific Exchange under the symbol “HA.”  The following table sets forth, for the quarters indicated, the range of high and low sale prices of our common stock as reported on the Amex for the periods indicated.

Holders

As of October 21, 2005, there were 964 shareholders of record of our common stock, which does not reflect those shares held beneficially or those shares held in “street” name. On November 1, 2005, the last price reported on the Amex for our common stock was $2.65 per share.

Dividends

We paid no dividends in 2003, 2004 or 2005 to date.  Restrictions contained in the Senior Credit Facility  and the Term B Credit Facility limit our ability to pay dividends on our common stock.

The Transportation Act prohibits non-U.S. citizens from owning more than 25% of the voting interest of a U.S. air carrier or controlling a U.S. air carrier. Our certificate of incorporation prohibits the ownership or control of more than 25% (to be increased or decreased from time to time, as permitted under the laws of the U.S.) of our issued and outstanding voting capital stock by persons who are not “citizens of the U.S..” As of June 30, 2005, we believe we are in compliance with the Transportation Act as it relates to voting stock held by non-U.S. citizens.

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Securities Authorized for Issuance under Equity Compensation Plans

The following table provides the specified information as of December 31, 2004 with respect to compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance, aggregated by all compensation plans previously approved by our security holders, and by all compensation plans not previously approved by our security holders:

See Note 9 to Holdings’ December 31, 2004 financial statements for additional information regarding our equity compensation plans.

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SELECTED CONSOLIDATED FINANCIAL DATA - HOLDINGS

The following table presents our selected consolidated financial data for the periods presented.  We derived our selected consolidated financial data for the years ended December 31, 2000, 2001, 2002, 2003 and 2004 from our audited consolidated financial statements. We derived the selected consolidated financial data for the six months ended June 30, 2004 and June 30, 2005 from our unaudited consolidated financial statements.  Effective April 1, 2003, we deconsolidated Hawaiian and prospectively accounted for our ownership of Hawaiian using the cost method of accounting.  Our results of operations, therefore, do not include Hawaiian’s operating results during the period from April 1, 2003 through June 1, 2005, the day prior to the effective date of Hawaiian’s joint plan of reorganization.  During this period, we generated no revenue and our operating expenses consisted almost entirely of legal and professional fees related to Hawaiian’s Chapter 11 case, consulting fees, legal fees for general corporate matters and insurance expenses.  On June 2, 2005, the effective date of Hawaiian’s joint plan of reorganization, we reconsolidated Hawaiian for financial reporting purposes and began including Hawaiian’s results of operations in our consolidated results of operations.  The balance sheets as of December 31, 2003 and 2004 include the deconsolidated balances of Holdings only, whereas the balance sheet as of June 30, 2005 includes the consolidated balances of Holdings and Hawaiian.  The unaudited consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and, in the opinion of our management, reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of this data. The results for any interim period are not necessarily indicative of the results that may be expected for a full year. You should read this data in conjunction with the information set forth under “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” our financial statements and the related notes, Hawaiian’s financial statements the related notes and the other financial information in this prospectus.

(a)                                  For the years ended December 31, 2001 and 2002, revenue and expenses were affected by the events of September 11, 2001.

(b)                                 The comparability of our financial results between the years is affected by a number of special, generally non-recurring, items. Our results include the following expense (income) items for the year ended December 31:

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(c)                                  Includes other comprehensive losses, net related to minimum pension liability and derivative financial instrument adjustments of $10.1 million, $55.8 million, and $94.2 million as of December 31, 2000, 2001 and 2002, respectively.

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SELECTED FINANCIAL DATA - HAWAIIAN

The following table presents selected financial data for Hawaiian for the periods presented. We derived the selected financial data for the years ended December 31, 2000, 2001, 2002, 2003 and 2004 from Hawaiian’s audited financial statements.  We derived the selected financial data for the six months ended June 30, 2004 and June 30, 2005 from Hawaiian’s unaudited financial statements. The unaudited financial statements have been prepared on the same basis as Hawaiian’s audited financial statements and, in the opinion of Hawaiian’s management, reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of this data. The results for any interim period are not necessarily indicative of the results that may be expected for a full year. You should read this data in conjunction with the information set forth under “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” our financial statements and the related notes, Hawaiian’s financial statements and the related notes and the other financial information in this prospectus.

(c)                                  Includes other comprehensive losses, net related to minimum pension liability and derivative financial instrument adjustments of $10.1 million, $55.8 million, $94.2 million, $112.3 million, and $122.2 million, respectively, at December 31, 2000, 2001, 2002, 2003, and 2004.

(d)                                Represents the period from January 1, 2005 through June 1, 2005 (the date of reconsolidation of Hawaiian by Holdings).

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SELECTED COMBINED FINANCIAL AND OTHER DATA

The following table presents summary combined financial and other data for the periods presented. As a result of Hawaiian’s bankruptcy filing, we deconsolidated Hawaiian effective April 1, 2003, and prospectively accounted for our ownership interest in Hawaiian using the cost method of accounting.  Accordingly, our historical balance sheets and results of operations included elsewhere in this prospectus do not include the assets, liabilities, or operating results of Hawaiian during the period from March 31, 2003 to June 1, 2005, the date prior to the effective date of Hawaiian’s joint plan of reorganization.  Hawaiian’s emergence from bankruptcy on June 2, 2005 has been accounted for as a business combination (the acquisition of Hawaiian by Holdings), with the assets and liabilities of Hawaiian recorded in our consolidated financial statements at their fair value as of June 2, 2005 and the results of operations of Hawaiian included in our consolidated results of operations from and after June 2, 2005. However, given the significance of Hawaiian’s results of operations to our future results of operations and financial condition, as well as the limited nature of our operations subsequent to the deconsolidation of Hawaiian, the historical results of operations of Holdings and Hawaiian have been combined below in order to provide a more informative comparison of results.  We derived the summary combined financial and other data for the years ended December 31, 2000, 2001, 2002, 2003 and 2004 from the audited financial statements of Holdings and Hawaiian. We derived the summary combined and pro forma financial and other data for the six months ended June 30, 2004 and 2005 from the unaudited financial statements of Holdings and Hawaiian. The unaudited financial statements have been prepared on the same basis as the audited financial statements of Holdings and Hawaiian and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of this data. The results for any interim period are not necessarily indicative of the results that may be expected for a full year.  You should read the following summary combined financial and other data in conjunction with the information set forth under “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes, Hawaiian’s financial statements and the related notes and the other financial information in this prospectus.