<HTML>
<HEAD>
<TITLE>
</TITLE>
</HEAD>
<BODY>
<PRE>
<PAGE>



     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 19, 2005

                                                    REGISTRATION NO. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             HAWAIIAN HOLDINGS, INC.

             (Exact Name of Registrant as Specified in Its Charter)



                  DELAWARE                            71-0879698

    (State or Other Jurisdiction of       (I.R.S. Employer Identification No.)
     Incorporation or Organization)


                        3375 KOAPAKA STREET, SUITE G-350
                               HONOLULU, HI 96819

           (Address of Principal Executive Offices including Zip Code)

                HAWAIIAN HOLDINGS, INC. 2005 STOCK INCENTIVE PLAN

                            (Full Title of the Plan)


         MARK B. DUNKERLEY                               COPY TO:
      CHIEF EXECUTIVE OFFICER                   CHARLES I. WEISSMAN, ESQ.
      HAWAIIAN HOLDINGS, INC.                          DECHERT LLP
 3375 KOAPAKA STREET, SUITE G-350                  30 ROCKEFELLER PLAZA
        HONOLULU, HI 96819                       NEW YORK, NEW YORK 10112
          (808) 835-3700                              (212) 698-3500

          (Name and Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)




<PAGE>



                         CALCULATION OF REGISTRATION FEE

&lt;TABLE&gt;


                                                                PROPOSED MAXIMUM     PROPOSED MAXIMUM      AMOUNT OF
          TITLE OF SECURITIES                AMOUNT TO BE        OFFERING PRICE     AGGREGATE OFFERING   REGISTRATION
           TO BE REGISTERED                 REGISTERED(1)         PER SHARE(2)          PRICE (2)            FEE(2)
---------------------------------------------------------------------------------------------------------------------

Common stock, par value $0.01 per          8,000,000 shares (3)      $ 4.07            $ 32,560,000        $3,832.31
share
&lt;/TABLE&gt;


(1)  Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
     amended, this Registration Statement also covers such additional securities
     as may become issuable to prevent dilution resulting from stock splits,
     stock dividends and similar transactions.

(2)  Estimated for the sole purpose of determining the registration fee.
     Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
     amended, the proposed maximum offering price per share is calculated as the
     average of the high and low selling prices, as reported by the American
     Stock Exchange, of the common stock of the registrant on August 12, 2005.

(3)  The 8,000,000 shares of common stock issuable under the Hawaiian Holdings,
     Inc. 2005 Stock Incentive Plan and registered herein consists of: (a)
     1,629,500 shares of common stock available for issuance under the Hawaiian
     Holdings, Inc. 1996 Stock Incentive Plan and the Hawaiian Holdings, Inc.
     1996 Nonemployee Director Stock Option Plan (the "Existing Plans") and to
     be rolled over from the Existing Plans, and (b) 6,370,500 additional shares
     of common stock issuable under the Hawaiian Holdings, Inc. 2005 Stock
     Incentive Plan.

















<PAGE>



                                EXPLANATORY NOTE

      This registration statement registers the offer and sale of 8,000,000
shares of the common stock, par value $0.01 per share (the "Common Stock"), of
Hawaiian Holdings, Inc. (the "Company") that may be issued and sold under the
Company's 2005 Stock Incentive Plan (the "Plan").

                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*  The documents containing the information specified in Part I of Form S-8 will
   be sent or given to employees as specified by Rule 428(b)(1) of the
   Securities Act of 1933, as amended (the "Securities Act"). Such documents
   need not be filed with the Securities and Exchange Commission (the "SEC")
   either as part of this registration statement or as prospectuses or
   prospectus supplements pursuant to Rule 424 of the Securities Act. These
   documents and the documents incorporated by reference in this registration
   statement pursuant to Item 3 of Part II of this registration statement, taken
   together, constitute a prospectus that meets the requirements of Section
   10(a) of the Securities Act.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents previously filed by the Company with the SEC pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:

(a) The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2004 (except for the financial statements and schedule included in Items 8
and 15, which were replaced by those included in the Current Report on Form
8-K/A filed on August 15, 2005), which is the Company's latest Annual Report
filed pursuant to Section 13(a) or 15(d) of the Exchange Act;

(b) The Company's Quarterly Report on Form 10-Q for the quarters ended March 31,
2005 and June 30, 2005; the Company's Current Reports on Form 8-K filed on
January 14, 2005, January 24, 2005, February 23, 2005, March 14, 2005, March 22,
2005, April 22, 2005, April 29, 2005, May 4, 2005, May 11, 2005, May 24, 2005,
June 3, 2005, June 7, 2005 (as amended by the Current Report on Form 8-K/A filed
on August 15, 2005, which includes updated financial statements and schedules
replacing those previously filed under Items 8 and 15 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2004), and July 14,
2005; the Company's Definitive Proxy Statement for the Annual Meeting of
Stockholders held on July 7, 2005, filed on June 13, 2005; and all other reports
filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the Annual Report on Form 10-K
referred to in (a) above; and

(c) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A, filed on August 26, 2002 and the Amendments
to Form 8-A on Form 8 filed on August 29, 2002, including any amendment or
report filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or


<PAGE>



which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of the filing of such documents. Any statement contained in the
documents incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which is also incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF THE SECURITIES.

Not Applicable

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not Applicable

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145(a) of the General Corporation Law of the State of Delaware (the
"DGCL") provides in relevant part that a corporation may indemnify any officer
or director who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that such
person is or was a director or officer of the corporation, or is or was serving
at the request of the corporation as a director or officer of another entity,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful.

Section 145(b) of the DGCL provides in relevant part that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

Our Certificate of Incorporation limits the liability of directors, for monetary
damages for breaches of fiduciary duties as a director, to the fullest extent
permitted by Delaware law. Our By-laws provide for the indemnification of our
directors and officers and state that the Company shall pay the expenses
(including attorneys' fees) incurred by a director or officer defending any
proceeding in advance of its final disposition; provided, however, that, to the
extent required by applicable law, such payment of expenses in advance of the
final disposition of the proceeding shall be made only upon receipt of an
undertaking by the director or officer to repay all amounts advanced if it
should be ultimately determined that the director or officer is not entitled to
be indemnified under our By-laws or otherwise.

Section 145(g) of the DGCL provides that a corporation shall have power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the corporation would have the power to


<PAGE>



indemnify such person against such liability under this section. We maintain a
global Directors' and Officers' liability insurance policy that provides
coverage to our directors and officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable

ITEM 8. EXHIBITS.

The following exhibits are filed as part of this registration statement.

4.1      Hawaiian Holdings, Inc. 2005 Stock Incentive Plan (incorporated by
         reference to Exhibit 10.1 to the Company's Form 8-K, filed on
         July 14, 2005).
5.1      Opinion of Dechert LLP.
23.1     Consent of Ernst & Young LLP.
23.2     Consent of Dechert LLP (included in Exhibit 5.1).
24.1     Power of Attorney (included on the signature page hereto).

ITEM 9. UNDERTAKINGS.

 (a) The undersigned registrant hereby undertakes:

      (1)   To file,  during any period in which  offers or sales are being
            made,  a  post-effective  amendment  to this  registration
            statement:

            (i)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Commission pursuant to Rule 424(b)
                  if, in the aggregate, the changes in volume and price
                  represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement;

            (iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  registration statement;

            provided, however, that paragraphs (a)(l)(i) and (a)(1)(ii) do not
            apply if the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            with or furnished to the Commission by the registrant pursuant to
            Section 13 or Section 15(d) of the Securities Exchange Act of 1934
            that are incorporated by reference in this registration statement.

      (2)   That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      (3)   To remove from registration by means of a post-effective amendment
            any of the securities being registered which remain unsold at the
            termination of the offering.


<PAGE>



(b)   The undersigned registrant hereby undertakes that, for the purposes of
      determining any liability under the Securities Act of 1933, each filing of
      the registrant's annual report pursuant to Section 13(a) or 15(d) of the
      Securities Exchange Act of 1934 (and, where applicable, each filing of an
      employee benefit plan's annual report pursuant to Section 15(d) of the
      Securities Exchange Act of 1934) that is incorporated by reference in this
      registration statement shall be deemed to be a new registration statement
      relating to the securities offered therein, and the offering of such
      securities at that time shall be deemed to be the initial bona fide
      offering thereof.

(c)   Insofar as indemnification for liabilities arising under the
      Securities Act of 1933 may be permitted to directors, officers and
      controlling persons of the registrant pursuant to the foregoing
      provisions, or otherwise, the registrant has been advised that in the
      opinion of the Securities and Exchange Commission such indemnification
      is against public policy as expressed in the Act and is, therefore,
      unenforceable. In the event that a claim for indemnification against
      such liabilities (other than the payment by the registrant of expenses
      incurred or paid by a director, officer or controlling person of the
      registrant in the successful defense of any action, suit or
      proceeding) is asserted by such director, officer or controlling
      person in connection with the securities being registered, the
      registrant will, unless in the opinion of its counsel the matter has
      been settled by controlling precedent, submit to a court of
      appropriate jurisdiction the question whether such indemnification by
      it is against public policy as expressed in the Act and will be
      governed by the final adjudication of such issue.






















<PAGE>



                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, hereunto
duly authorized, in the City of San Diego, State of California, on August 19,
2005.

                         HAWAIIAN HOLDINGS, INC.


                         By:            /s/ RANDALL L. JENSON
                              -------------------------------------------

                         Name:  Randall L. Jenson
                         Title:  Chief Financial Officer and Treasurer



         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Randall L. Jenson, his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and additions to this Registration Statement on Form S-8, and any subsequent
registration statements pursuant to Rule 462(b) under the Securities Act of
1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and hereby
grants to such attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

&lt;TABLE&gt;


                         SIGNATURE                                           TITLE                        DATE
-----------------------------------------------------   -----------------------------------------  --------------------

                   /s/ MARK B. DUNKERLEY                                  President,                 August 19, 2005
-----------------------------------------------------      Chief Executive Officer and Director
                     Mark B. Dunkerley


                   /s/ RANDALL L. JENSON                      Chief Financial Officer, Treasurer     August 19, 2005
-----------------------------------------------------                         and
                                                                           Director
                     Randall L. Jenson


                /s/ LAWRENCE S. HERSHFIELD                                 Director                  August 19, 2005
                                                                    (Chairman of the Board)
-----------------------------------------------------
                  Lawrence S. Hershfield


                                                                          Director

-----------------------------------------------------
                    Gregory S. Anderson


                                                                          Director

-----------------------------------------------------
                  Bert T. Kobayashi, Jr.


                                                                          Director

-----------------------------------------------------
                      Donald J. Carty


                    /s/ THOMAS B. FARGO                                    Director                  August 19, 2005

-----------------------------------------------------
                      Thomas B. Fargo

&lt;/TABLE&gt;



</PRE>
</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "file001.htm", "description": "FORM S-8", "secsgml_size_bytes": 21459}]
{"company-data": {"conformed-name": "HAWAIIAN HOLDINGS  INC", "cik": "0001172222", "assigned-sic": "4512", "irs-number": "710879698", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-127732", "film-number": "051039509"}, "business-address": {"street1": "3375 KOAPAKA STREET", "street2": "SUITE G-350", "city": "HONOLULU", "state": "HI", "zip": "96819"}, "former-company": [{"former-conformed-name": "HAWAIIAN AIR GROUP INC", "date-changed": "20020429"}, {"former-conformed-name": "HA HOLDINGS INC", "date-changed": "20020425"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 19, 2005

                                                    REGISTRATION NO. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             HAWAIIAN HOLDINGS, INC.

             (Exact Name of Registrant as Specified in Its Charter)

                  DELAWARE                            71-0879698

    (State or Other Jurisdiction of       (I.R.S. Employer Identification No.)
     Incorporation or Organization)

                        3375 KOAPAKA STREET, SUITE G-350
                               HONOLULU, HI 96819

           (Address of Principal Executive Offices including Zip Code)

                HAWAIIAN HOLDINGS, INC. 2005 STOCK INCENTIVE PLAN

                            (Full Title of the Plan)

         MARK B. DUNKERLEY                               COPY TO:
      CHIEF EXECUTIVE OFFICER                   CHARLES I. WEISSMAN, ESQ.
      HAWAIIAN HOLDINGS, INC.                          DECHERT LLP
 3375 KOAPAKA STREET, SUITE G-350                  30 ROCKEFELLER PLAZA
        HONOLULU, HI 96819                       NEW YORK, NEW YORK 10112
          (808) 835-3700                              (212) 698-3500

          (Name and Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE

<TABLE>

                                                                PROPOSED MAXIMUM     PROPOSED MAXIMUM      AMOUNT OF
          TITLE OF SECURITIES                AMOUNT TO BE        OFFERING PRICE     AGGREGATE OFFERING   REGISTRATION
           TO BE REGISTERED                 REGISTERED(1)         PER SHARE(2)          PRICE (2)            FEE(2)
---------------------------------------------------------------------------------------------------------------------

Common stock, par value $0.01 per          8,000,000 shares (3)      $ 4.07            $ 32,560,000        $3,832.31
share
</TABLE>

(1)  Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
     amended, this Registration Statement also covers such additional securities
     as may become issuable to prevent dilution resulting from stock splits,
     stock dividends and similar transactions.

(2)  Estimated for the sole purpose of determining the registration fee.
     Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
     amended, the proposed maximum offering price per share is calculated as the
     average of the high and low selling prices, as reported by the American
     Stock Exchange, of the common stock of the registrant on August 12, 2005.

(3)  The 8,000,000 shares of common stock issuable under the Hawaiian Holdings,
     Inc. 2005 Stock Incentive Plan and registered herein consists of: (a)
     1,629,500 shares of common stock available for issuance under the Hawaiian
     Holdings, Inc. 1996 Stock Incentive Plan and the Hawaiian Holdings, Inc.
     1996 Nonemployee Director Stock Option Plan (the "Existing Plans") and to
     be rolled over from the Existing Plans, and (b) 6,370,500 additional shares
     of common stock issuable under the Hawaiian Holdings, Inc. 2005 Stock
     Incentive Plan.
EXPLANATORY NOTE

      This registration statement registers the offer and sale of 8,000,000
shares of the common stock, par value $0.01 per share (the "Common Stock"), of
Hawaiian Holdings, Inc. (the "Company") that may be issued and sold under the
Company's 2005 Stock Incentive Plan (the "Plan").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*  The documents containing the information specified in Part I of Form S-8 will
   be sent or given to employees as specified by Rule 428(b)(1) of the
   Securities Act of 1933, as amended (the "Securities Act"). Such documents
   need not be filed with the Securities and Exchange Commission (the "SEC")
   either as part of this registration statement or as prospectuses or
   prospectus supplements pursuant to Rule 424 of the Securities Act. These
   documents and the documents incorporated by reference in this registration
   statement pursuant to Item 3 of Part II of this registration statement, taken
   together, constitute a prospectus that meets the requirements of Section
   10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents previously filed by the Company with the SEC pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:

(a) The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2004 (except for the financial statements and schedule included in Items 8
and 15, which were replaced by those included in the Current Report on Form
8-K/A filed on August 15, 2005), which is the Company's latest Annual Report
filed pursuant to Section 13(a) or 15(d) of the Exchange Act;

(b) The Company's Quarterly Report on Form 10-Q for the quarters ended March 31,
2005 and June 30, 2005; the Company's Current Reports on Form 8-K filed on
January 14, 2005, January 24, 2005, February 23, 2005, March 14, 2005, March 22,
2005, April 22, 2005, April 29, 2005, May 4, 2005, May 11, 2005, May 24, 2005,
June 3, 2005, June 7, 2005 (as amended by the Current Report on Form 8-K/A filed
on August 15, 2005, which includes updated financial statements and schedules
replacing those previously filed under Items 8 and 15 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2004), and July 14,
2005; the Company's Definitive Proxy Statement for the Annual Meeting of
Stockholders held on July 7, 2005, filed on June 13, 2005; and all other reports
filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the Annual Report on Form 10-K
referred to in (a) above; and

(c) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A, filed on August 26, 2002 and the Amendments
to Form 8-A on Form 8 filed on August 29, 2002, including any amendment or
report filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of the filing of such documents. Any statement contained in the
documents incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which is also incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF THE SECURITIES.

Not Applicable

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not Applicable

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145(a) of the General Corporation Law of the State of Delaware (the
"DGCL") provides in relevant part that a corporation may indemnify any officer
or director who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that such
person is or was a director or officer of the corporation, or is or was serving
at the request of the corporation as a director or officer of another entity,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful.

Section 145(b) of the DGCL provides in relevant part that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

Our Certificate of Incorporation limits the liability of directors, for monetary
damages for breaches of fiduciary duties as a director, to the fullest extent
permitted by Delaware law. Our By-laws provide for the indemnification of our
directors and officers and state that the Company shall pay the expenses
(including attorneys' fees) incurred by a director or officer defending any
proceeding in advance of its final disposition; provided, however, that, to the
extent required by applicable law, such payment of expenses in advance of the
final disposition of the proceeding shall be made only upon receipt of an
undertaking by the director or officer to repay all amounts advanced if it
should be ultimately determined that the director or officer is not entitled to
be indemnified under our By-laws or otherwise.

Section 145(g) of the DGCL provides that a corporation shall have power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the corporation would have the power to
indemnify such person against such liability under this section. We maintain a
global Directors' and Officers' liability insurance policy that provides
coverage to our directors and officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable

ITEM 8. EXHIBITS.

The following exhibits are filed as part of this registration statement.

4.1      Hawaiian Holdings, Inc. 2005 Stock Incentive Plan (incorporated by
         reference to Exhibit 10.1 to the Company's Form 8-K, filed on
         July 14, 2005).
5.1      Opinion of Dechert LLP.
23.1     Consent of Ernst & Young LLP.
23.2     Consent of Dechert LLP (included in Exhibit 5.1).
24.1     Power of Attorney (included on the signature page hereto).

ITEM 9. UNDERTAKINGS.

 (a) The undersigned registrant hereby undertakes:

      (1)   To file,  during any period in which  offers or sales are being
            made,  a  post-effective  amendment  to this  registration
            statement:

            (i)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Commission pursuant to Rule 424(b)
                  if, in the aggregate, the changes in volume and price
                  represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement;

            (iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  registration statement;

            provided, however, that paragraphs (a)(l)(i) and (a)(1)(ii) do not
            apply if the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            with or furnished to the Commission by the registrant pursuant to
            Section 13 or Section 15(d) of the Securities Exchange Act of 1934
            that are incorporated by reference in this registration statement.

      (2)   That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      (3)   To remove from registration by means of a post-effective amendment
            any of the securities being registered which remain unsold at the
            termination of the offering.
(b)   The undersigned registrant hereby undertakes that, for the purposes of
      determining any liability under the Securities Act of 1933, each filing of
      the registrant's annual report pursuant to Section 13(a) or 15(d) of the
      Securities Exchange Act of 1934 (and, where applicable, each filing of an
      employee benefit plan's annual report pursuant to Section 15(d) of the
      Securities Exchange Act of 1934) that is incorporated by reference in this
      registration statement shall be deemed to be a new registration statement
      relating to the securities offered therein, and the offering of such
      securities at that time shall be deemed to be the initial bona fide
      offering thereof.

(c)   Insofar as indemnification for liabilities arising under the
      Securities Act of 1933 may be permitted to directors, officers and
      controlling persons of the registrant pursuant to the foregoing
      provisions, or otherwise, the registrant has been advised that in the
      opinion of the Securities and Exchange Commission such indemnification
      is against public policy as expressed in the Act and is, therefore,
      unenforceable. In the event that a claim for indemnification against
      such liabilities (other than the payment by the registrant of expenses
      incurred or paid by a director, officer or controlling person of the
      registrant in the successful defense of any action, suit or
      proceeding) is asserted by such director, officer or controlling
      person in connection with the securities being registered, the
      registrant will, unless in the opinion of its counsel the matter has
      been settled by controlling precedent, submit to a court of
      appropriate jurisdiction the question whether such indemnification by
      it is against public policy as expressed in the Act and will be
      governed by the final adjudication of such issue.
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, hereunto
duly authorized, in the City of San Diego, State of California, on August 19,
2005.

                         HAWAIIAN HOLDINGS, INC.

                         By:            /s/ RANDALL L. JENSON
                              -------------------------------------------

                         Name:  Randall L. Jenson
                         Title:  Chief Financial Officer and Treasurer

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Randall L. Jenson, his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and additions to this Registration Statement on Form S-8, and any subsequent
registration statements pursuant to Rule 462(b) under the Securities Act of
1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and hereby
grants to such attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>

                         SIGNATURE                                           TITLE                        DATE
-----------------------------------------------------   -----------------------------------------  --------------------

                   /s/ MARK B. DUNKERLEY                                  President,                 August 19, 2005
-----------------------------------------------------      Chief Executive Officer and Director
                     Mark B. Dunkerley

                   /s/ RANDALL L. JENSON                      Chief Financial Officer, Treasurer     August 19, 2005
-----------------------------------------------------                         and
                                                                           Director
                     Randall L. Jenson

                /s/ LAWRENCE S. HERSHFIELD                                 Director                  August 19, 2005
                                                                    (Chairman of the Board)
-----------------------------------------------------
                  Lawrence S. Hershfield

                                                                          Director

-----------------------------------------------------
                    Gregory S. Anderson

                                                                          Director

-----------------------------------------------------
                  Bert T. Kobayashi, Jr.

                                                                          Director

-----------------------------------------------------
                      Donald J. Carty

                    /s/ THOMAS B. FARGO                                    Director                  August 19, 2005

-----------------------------------------------------
                      Thomas B. Fargo

</TABLE>