<PAGE>

   As filed with the Securities and Exchange Commission on September 24, 2003

                                                         REGISTRATION NO. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   ----------

                                KITTY HAWK, INC.
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                                   <C>
                DELAWARE                                           75-2564006
     (State or other jurisdiction of                  (I.R.S. Employer Identification No.)
     incorporation or organization)

          1515 WEST 20TH STREET
             P.O. BOX 612787
    DFW INTERNATIONAL AIRPORT, TEXAS                                 75261
(Address of Principal Executive Offices)                           (Zip Code)
</Table>

                                   ----------

                 KITTY HAWK 2003 LONG TERM EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                                   ----------

                            STEVEN E. MARKHOFF, ESQ.
                       VICE PRESIDENT STRATEGIC PLANNING,
                     GENERAL COUNSEL AND CORPORATE SECRETARY
                                KITTY HAWK, INC.
                              1515 WEST 20TH STREET
                                 P.O. BOX 612787
                     DFW INTERNATIONAL AIRPORT, TEXAS 75261
                     (Name and address of agent for service)

                                 (972) 456-2200
          (Telephone number, including area code, of agent for service)

                        with copies of communications to:
                            GARRETT A. DEVRIES, ESQ.
                              HAYNES AND BOONE, LLP
                           901 MAIN STREET, SUITE 3100
                               DALLAS, TEXAS 75202
                                 (214) 651-5000

                                   ----------

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
                                                                           PROPOSED           PROPOSED
                                                                           MAXIMUM             MAXIMUM          AMOUNT OF
             TITLE OF SECURITIES                     AMOUNT TO BE       OFFERING PRICE        AGGREGATE        REGISTRATION
               TO BE REGISTERED                     REGISTERED (1)      PER SHARE (2)      OFFERING PRICE (2)     FEE (2)
-------------------------------------------         --------------      --------------     ------------------  ------------
<S>                                                 <C>                 <C>                <C>                 <C>
Common Stock, par value $0.000001 per share              6,500,000           $0.45              $2,925,000        $236.64
</Table>

(1)      Plus such indeterminate number of shares of common stock as may be
         issued to prevent dilution resulting from stock splits, stock dividends
         or similar transactions in accordance with Rule 416 under the
         Securities Act of 1933, as amended.

(2)      The proposed maximum offering price per share and the proposed maximum
         aggregate offering price have been estimated solely for the purpose of
         calculating the registration fee pursuant to paragraph (h)(1) of Rule
         457 promulgated under the Securities Act of 1933, as amended, based
         upon the average of the $0.30 bid price and the $0.60 ask price of
         the common stock on the OTC Bulletin Board on September 23, 2003.

================================================================================


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Company hereby incorporates by reference the following documents
filed with the Commission:

         (a)      the Company's Annual Report on Form 10-K for the year ended
                  December 31, 2002, filed with the Commission on March 28,
                  2003;

         (b)      the Company's current report on Form 8-K, filed with the
                  Commission on February 7, 2003;

         (c)      the Company's Quarterly Report on Form 10-Q for the quarterly
                  period ended September 30, 2002, filed with the Commission on
                  May 13, 2003;

         (d)      the Company's Quarterly Report on Form 10-Q for the quarterly
                  period ended March 31, 2003, filed with the Commission on May
                  14, 2003;

         (e)      the Company's Quarterly Report on Form 10-Q for the quarterly
                  period ended June 30, 2003, filed with the Commission on
                  August 13, 2003;

         (f)      the description of the Company's common stock appearing under
                  the heading "Description of Registrant's Securities to be
                  Registered - Common Stock" contained in the Company's
                  Registration Statement on Form 8-A/A (Commission File No.:
                  0-25202), filed with the Commission on March 12, 2003, which
                  amended and restated in its entirety the description of such
                  stock contained in the registration statement on Form 8-A,
                  filed by the Company on October 1, 1996; and

         (g)      all documents subsequently filed by the Company with the
                  Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of
                  the Securities Exchange Act of 1934, as amended, 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 herein and to be part hereof from
                  the date such documents are filed. Any statement contained
                  herein or in any document incorporated or deemed to be
                  incorporated by reference shall be deemed to be modified or
                  superseded for purposes of this Registration Statement to the
                  extent that a statement contained in any other subsequently
                  filed document which also is or is deemed to be incorporated
                  by reference modifies or supersedes such statement. Any such
                  statement so modified or superseded shall not be deemed to
                  constitute a part of this Registration Statement, except as so
                  modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company's Second Amended and Restated Certificate of Incorporation
provides that no director of the Company will be personally liable to the
Company or any of its stockholders for monetary damages arising from the
director's breach of fiduciary duty as a director. However, this does not apply
with respect to any action in which the director would be liable under Section
174 of the General Corporation Law of the State of Delaware ("Delaware Code")
nor does it apply with respect to any liability in which the director (i)
breached his duty of loyalty to the Company or its stockholders; (ii) did not
act in good faith or, in failing to act, did not act in good faith; (iii) acted
in a manner involving intentional misconduct or a knowing violation of law or,
in failing to act, shall have acted in a manner involving intentional misconduct
or a knowing violation of law; or (iv) derived an improper personal benefit.

         The Certificate of Incorporation of the Company provides that the
Company shall indemnify its directors and officers and former directors and
officers to the fullest extent permitted by the Delaware Code. Pursuant to the
provisions of Section 145 of the Delaware Code, the Company has the power to
indemnify any person 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 Company) by reason of the fact that he is or
was a director, officer, employee, or agent of the Company, against any and all
expenses, judgments, fines, and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit, or proceeding. The
power to



<PAGE>

indemnify applies only if such person acted in good faith and in a manner he
reasonably believed to be in the best interest, or not opposed to the best
interest, of the Company and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.

         The power to indemnify applies to actions brought by or in the right of
the Company as well, but only to the extent of defense and settlement expenses
and not to any satisfaction of a judgment or settlement of the claim itself, and
with the further limitation that in such actions no indemnification shall be
made in the event of any adjudication that the person is liable to the Company
unless the court, in its discretion, determines that in light of all the
circumstances indemnification should apply.

         The statute further specifically provides that the indemnification
authorized thereby shall not be deemed exclusive of any other rights to which
any such officer or director may be entitled under any bylaws, agreements, vote
of stockholders or disinterested directors, or otherwise.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act of 1933, as amended, and is therefore
unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.  EXHIBITS

<Table>
<Caption>
 EXHIBIT
    NO.                                DESCRIPTION
 -------       ----------------------------------------------------------------
<S>            <C>
   4.1         Second Amended and Restated Certificate of Incorporation of Kitty
               Hawk, Inc. (Exhibit 99.1 to Kitty Hawk, Inc.'s Form 8-K, dated
               October 1, 2002, and incorporated herein by reference).

   4.2         Certificate of Amendment of the Second Amended and Restated
               Certificate of Incorporation of Kitty Hawk, Inc., dated February
               6, 2003 (Exhibit 3.2 to Kitty Hawk, Inc.'s amended Registration
               Statement on Form 8-A/A dated March 12, 2003, and incorporated
               herein by reference).

   4.3         Amended and Restated Bylaws of Kitty Hawk, Inc., dated August 30,
               2002 (Exhibit 3.3 to Kitty Hawk, Inc.'s amended Registration
               Statement on Form 8-A/A dated March 12, 2003, and incorporated
               herein by reference).

   4.4         Specimen Common Stock Certificate (Exhibit 3.4 to Kitty Hawk,
               Inc.'s amended Registration Statement on Form 8-A/A dated March
               12, 2003, and incorporated herein by reference).

   4.5*        Kitty Hawk 2003 Long Term Equity Incentive Plan.

   5.1*        Opinion of Haynes and Boone, LLP.

   23.1*       Consent of Grant Thornton LLP, independent auditors.

   23.2*       Consent of Haynes and Boone, LLP (included in its legal opinion
               filed as Exhibit 5.1 hereto).

   24.1*       Power of Attorney of the Directors of Kitty Hawk, Inc.
               (incorporated in the signature page of this Registration
               Statement).
</Table>

----------

* Each document marked with an asterisk is filed herewith.

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



<PAGE>

         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 a 20% 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)(1)(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 the
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 section 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
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of DFW International Airport, State of Texas, on the
23rd day of September, 2003.

                                   KITTY HAWK, INC.

                                   By:  /s/ Robert W. Zoller, Jr.
                                        ---------------------------------------
                                        Robert W. Zoller, Jr.
                                        President and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and
directors of Kitty Hawk, Inc., a Delaware corporation, do hereby constitute and
appoint Robert W. Zoller, Jr., Steven E. Markhoff and Drew Keith, and each of
them, their true and lawful attorneys-in-fact and agents or attorney-in-fact and
agent, with power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules and
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the full power of
substitution and resubstitution, for them and in their name, place and stead, in
any and all capacities, the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments (including any post-effective
amendments) and supplements thereto, and to any and all instruments or documents
filed as part or in connection with this Registration Statement, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents, or
any of them, shall do or cause to be done by virtue hereof. The Power of
Attorney may be signed in several counterparts.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons and in the
following capacities on the 23rd day of September, 2003.

<Table>
<Caption>
         SIGNATURE                                                    TITLE
         ---------                                                    -----
<S>                                                <C>
/s/ ROBERT W. ZOLLER, JR.                          Chief Executive Officer, President and Director
-----------------------------------                (Principal Executive Officer)
Robert W. Zoller, Jr.

/s/ GERALD L. GITNER
-----------------------------------                Non-Executive Chairman of the Board of Directors and Director
Gerald L. Gitner

/s/ DREW KEITH                                     Chief Financial Officer
-----------------------------------                (Principal Financial Officer)
Drew Keith

/s/ JESSICA L. WILSON                              Chief Accounting Officer
-----------------------------------                (Principal Accounting Officer)
Jessica L. Wilson

/s/ TAMIR HACKER                                   Director
-----------------------------------
Tamir Hacker

/s/ MYRON KAPLAN                                   Director
-----------------------------------
Myron Kaplan

/s/ JOHN M. MALLOY                                 Director
-----------------------------------
John M. Malloy

/s/ ROBERT A. PEISER                               Director
-----------------------------------
Robert A. Peiser
</Table>



<PAGE>


                                  EXHIBIT INDEX


<Table>
<Caption>
 EXHIBIT
   NO.                                DESCRIPTION
 -------          -------------------------------------------------------------
<S>               <C>
   4.1            Second Amended and Restated Certificate of Incorporation of
                  Kitty Hawk, Inc. (Exhibit 99.1 to Kitty Hawk, Inc.'s Form 8-K,
                  dated October 1, 2002, and incorporated herein by reference).

   4.2            Certificate of Amendment of the Second Amended and Restated
                  Certificate of Incorporation of Kitty Hawk, Inc., dated
                  February 6, 2003 (Exhibit 3.2 to Kitty Hawk, Inc.'s amended
                  Registration Statement on Form 8-A/A dated March 12, 2003, and
                  incorporated herein by reference).

   4.3            Amended and Restated Bylaws of Kitty Hawk, Inc., dated August
                  30, 2002 (Exhibit 3.3 to Kitty Hawk, Inc.'s amended
                  Registration Statement on Form 8-A/A dated March 12, 2003, and
                  incorporated herein by reference).

   4.4            Specimen Common Stock Certificate (Exhibit 3.4 to Kitty Hawk,
                  Inc.'s amended Registration Statement on Form 8-A/A dated
                  March 12, 2003, and incorporated herein by reference).

   4.5*           Kitty Hawk 2003 Long Term Equity Incentive Plan.

   5.1*           Opinion of Haynes and Boone, LLP.

   23.1*          Consent of Grant Thornton LLP, independent auditors.

   23.2*          Consent of Haynes and Boone, LLP (included in its legal
                  opinion filed as Exhibit 5.1 hereto).

   24.1*          Power of Attorney of the Directors of Kitty Hawk, Inc.
                  (incorporated in the signature page of this Registration
                  Statement).
</Table>
----------
* Each document marked with an asterisk is filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "d09224sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 22728}]
{"company-data": {"conformed-name": "KITTY HAWK INC", "cik": "0000932110", "assigned-sic": "4522", "irs-number": "752564006", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-109084", "film-number": "03908187"}, "business-address": {"street1": "P O BOX 612787", "street2": "1515 W 20TH ST", "city": "DALLAS/FT WORTH INTN", "state": "TX", "zip": "75261", "phone": "9724562200"}, "mail-address": {"street1": "P O BOX 612787", "street2": "1515 W 20TH ST", "city": "DALLAS/FT WORTH INTN", "state": "TX", "zip": "75261"}}
As filed with the Securities and Exchange Commission on September 24, 2003

                                                         REGISTRATION NO. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   ----------

                                KITTY HAWK, INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                                           75-2564006
     (State or other jurisdiction of                  (I.R.S. Employer Identification No.)
     incorporation or organization)

          1515 WEST 20TH STREET
             P.O. BOX 612787
    DFW INTERNATIONAL AIRPORT, TEXAS                                 75261
(Address of Principal Executive Offices)                           (Zip Code)
----------

                 KITTY HAWK 2003 LONG TERM EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                                   ----------

                            STEVEN E. MARKHOFF, ESQ.
                       VICE PRESIDENT STRATEGIC PLANNING,
                     GENERAL COUNSEL AND CORPORATE SECRETARY
                                KITTY HAWK, INC.
                              1515 WEST 20TH STREET
                                 P.O. BOX 612787
                     DFW INTERNATIONAL AIRPORT, TEXAS 75261
                     (Name and address of agent for service)

                                 (972) 456-2200
          (Telephone number, including area code, of agent for service)

                        with copies of communications to:
                            GARRETT A. DEVRIES, ESQ.
                              HAYNES AND BOONE, LLP
                           901 MAIN STREET, SUITE 3100
                               DALLAS, TEXAS 75202
                                 (214) 651-5000

                                   ----------

                         CALCULATION OF REGISTRATION FEE
PROPOSED           PROPOSED
                                                                           MAXIMUM             MAXIMUM          AMOUNT OF
             TITLE OF SECURITIES                     AMOUNT TO BE       OFFERING PRICE        AGGREGATE        REGISTRATION
               TO BE REGISTERED                     REGISTERED (1)      PER SHARE (2)      OFFERING PRICE (2)     FEE (2)
-------------------------------------------         --------------      --------------     ------------------  ------------
Common Stock, par value $0.000001 per share              6,500,000           $0.45              $2,925,000        $236.64
(1)      Plus such indeterminate number of shares of common stock as may be
         issued to prevent dilution resulting from stock splits, stock dividends
         or similar transactions in accordance with Rule 416 under the
         Securities Act of 1933, as amended.

(2)      The proposed maximum offering price per share and the proposed maximum
         aggregate offering price have been estimated solely for the purpose of
         calculating the registration fee pursuant to paragraph (h)(1) of Rule
         457 promulgated under the Securities Act of 1933, as amended, based
         upon the average of the $0.30 bid price and the $0.60 ask price of
         the common stock on the OTC Bulletin Board on September 23, 2003.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Company hereby incorporates by reference the following documents
filed with the Commission:

         (a)      the Company's Annual Report on Form 10-K for the year ended
                  December 31, 2002, filed with the Commission on March 28,
                  2003;

         (b)      the Company's current report on Form 8-K, filed with the
                  Commission on February 7, 2003;

         (c)      the Company's Quarterly Report on Form 10-Q for the quarterly
                  period ended September 30, 2002, filed with the Commission on
                  May 13, 2003;

         (d)      the Company's Quarterly Report on Form 10-Q for the quarterly
                  period ended March 31, 2003, filed with the Commission on May
                  14, 2003;

         (e)      the Company's Quarterly Report on Form 10-Q for the quarterly
                  period ended June 30, 2003, filed with the Commission on
                  August 13, 2003;

         (f)      the description of the Company's common stock appearing under
                  the heading "Description of Registrant's Securities to be
                  Registered - Common Stock" contained in the Company's
                  Registration Statement on Form 8-A/A (Commission File No.:
                  0-25202), filed with the Commission on March 12, 2003, which
                  amended and restated in its entirety the description of such
                  stock contained in the registration statement on Form 8-A,
                  filed by the Company on October 1, 1996; and

         (g)      all documents subsequently filed by the Company with the
                  Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of
                  the Securities Exchange Act of 1934, as amended, 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 herein and to be part hereof from
                  the date such documents are filed. Any statement contained
                  herein or in any document incorporated or deemed to be
                  incorporated by reference shall be deemed to be modified or
                  superseded for purposes of this Registration Statement to the
                  extent that a statement contained in any other subsequently
                  filed document which also is or is deemed to be incorporated
                  by reference modifies or supersedes such statement. Any such
                  statement so modified or superseded shall not be deemed to
                  constitute a part of this Registration Statement, except as so
                  modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company's Second Amended and Restated Certificate of Incorporation
provides that no director of the Company will be personally liable to the
Company or any of its stockholders for monetary damages arising from the
director's breach of fiduciary duty as a director. However, this does not apply
with respect to any action in which the director would be liable under Section
174 of the General Corporation Law of the State of Delaware ("Delaware Code")
nor does it apply with respect to any liability in which the director (i)
breached his duty of loyalty to the Company or its stockholders; (ii) did not
act in good faith or, in failing to act, did not act in good faith; (iii) acted
in a manner involving intentional misconduct or a knowing violation of law or,
in failing to act, shall have acted in a manner involving intentional misconduct
or a knowing violation of law; or (iv) derived an improper personal benefit.

         The Certificate of Incorporation of the Company provides that the
Company shall indemnify its directors and officers and former directors and
officers to the fullest extent permitted by the Delaware Code. Pursuant to the
provisions of Section 145 of the Delaware Code, the Company has the power to
indemnify any person 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 Company) by reason of the fact that he is or
was a director, officer, employee, or agent of the Company, against any and all
expenses, judgments, fines, and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit, or proceeding. The
power to
indemnify applies only if such person acted in good faith and in a manner he
reasonably believed to be in the best interest, or not opposed to the best
interest, of the Company and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.

         The power to indemnify applies to actions brought by or in the right of
the Company as well, but only to the extent of defense and settlement expenses
and not to any satisfaction of a judgment or settlement of the claim itself, and
with the further limitation that in such actions no indemnification shall be
made in the event of any adjudication that the person is liable to the Company
unless the court, in its discretion, determines that in light of all the
circumstances indemnification should apply.

         The statute further specifically provides that the indemnification
authorized thereby shall not be deemed exclusive of any other rights to which
any such officer or director may be entitled under any bylaws, agreements, vote
of stockholders or disinterested directors, or otherwise.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act of 1933, as amended, and is therefore
unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.  EXHIBITS
EXHIBIT
    NO.                                DESCRIPTION
 -------       ----------------------------------------------------------------
4.1         Second Amended and Restated Certificate of Incorporation of Kitty
               Hawk, Inc. (Exhibit 99.1 to Kitty Hawk, Inc.'s Form 8-K, dated
               October 1, 2002, and incorporated herein by reference).

   4.2         Certificate of Amendment of the Second Amended and Restated
               Certificate of Incorporation of Kitty Hawk, Inc., dated February
               6, 2003 (Exhibit 3.2 to Kitty Hawk, Inc.'s amended Registration
               Statement on Form 8-A/A dated March 12, 2003, and incorporated
               herein by reference).

   4.3         Amended and Restated Bylaws of Kitty Hawk, Inc., dated August 30,
               2002 (Exhibit 3.3 to Kitty Hawk, Inc.'s amended Registration
               Statement on Form 8-A/A dated March 12, 2003, and incorporated
               herein by reference).

   4.4         Specimen Common Stock Certificate (Exhibit 3.4 to Kitty Hawk,
               Inc.'s amended Registration Statement on Form 8-A/A dated March
               12, 2003, and incorporated herein by reference).

   4.5*        Kitty Hawk 2003 Long Term Equity Incentive Plan.

   5.1*        Opinion of Haynes and Boone, LLP.

   23.1*       Consent of Grant Thornton LLP, independent auditors.

   23.2*       Consent of Haynes and Boone, LLP (included in its legal opinion
               filed as Exhibit 5.1 hereto).

   24.1*       Power of Attorney of the Directors of Kitty Hawk, Inc.
               (incorporated in the signature page of this Registration
               Statement).
----------

* Each document marked with an asterisk is filed herewith.

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 a 20% 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)(1)(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 the
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 section 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
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of DFW International Airport, State of Texas, on the
23rd day of September, 2003.

                                   KITTY HAWK, INC.

                                   By:  /s/ Robert W. Zoller, Jr.
                                        ---------------------------------------
                                        Robert W. Zoller, Jr.
                                        President and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and
directors of Kitty Hawk, Inc., a Delaware corporation, do hereby constitute and
appoint Robert W. Zoller, Jr., Steven E. Markhoff and Drew Keith, and each of
them, their true and lawful attorneys-in-fact and agents or attorney-in-fact and
agent, with power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules and
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the full power of
substitution and resubstitution, for them and in their name, place and stead, in
any and all capacities, the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments (including any post-effective
amendments) and supplements thereto, and to any and all instruments or documents
filed as part or in connection with this Registration Statement, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents, or
any of them, shall do or cause to be done by virtue hereof. The Power of
Attorney may be signed in several counterparts.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons and in the
following capacities on the 23rd day of September, 2003.
SIGNATURE                                                    TITLE
         ---------                                                    -----
/s/ ROBERT W. ZOLLER, JR.                          Chief Executive Officer, President and Director
-----------------------------------                (Principal Executive Officer)
Robert W. Zoller, Jr.

/s/ GERALD L. GITNER
-----------------------------------                Non-Executive Chairman of the Board of Directors and Director
Gerald L. Gitner

/s/ DREW KEITH                                     Chief Financial Officer
-----------------------------------                (Principal Financial Officer)
Drew Keith

/s/ JESSICA L. WILSON                              Chief Accounting Officer
-----------------------------------                (Principal Accounting Officer)
Jessica L. Wilson

/s/ TAMIR HACKER                                   Director
-----------------------------------
Tamir Hacker

/s/ MYRON KAPLAN                                   Director
-----------------------------------
Myron Kaplan

/s/ JOHN M. MALLOY                                 Director
-----------------------------------
John M. Malloy

/s/ ROBERT A. PEISER                               Director
-----------------------------------
Robert A. Peiser
EXHIBIT INDEX
EXHIBIT
   NO.                                DESCRIPTION
 -------          -------------------------------------------------------------
4.1            Second Amended and Restated Certificate of Incorporation of
                  Kitty Hawk, Inc. (Exhibit 99.1 to Kitty Hawk, Inc.'s Form 8-K,
                  dated October 1, 2002, and incorporated herein by reference).

   4.2            Certificate of Amendment of the Second Amended and Restated
                  Certificate of Incorporation of Kitty Hawk, Inc., dated
                  February 6, 2003 (Exhibit 3.2 to Kitty Hawk, Inc.'s amended
                  Registration Statement on Form 8-A/A dated March 12, 2003, and
                  incorporated herein by reference).

   4.3            Amended and Restated Bylaws of Kitty Hawk, Inc., dated August
                  30, 2002 (Exhibit 3.3 to Kitty Hawk, Inc.'s amended
                  Registration Statement on Form 8-A/A dated March 12, 2003, and
                  incorporated herein by reference).

   4.4            Specimen Common Stock Certificate (Exhibit 3.4 to Kitty Hawk,
                  Inc.'s amended Registration Statement on Form 8-A/A dated
                  March 12, 2003, and incorporated herein by reference).

   4.5*           Kitty Hawk 2003 Long Term Equity Incentive Plan.

   5.1*           Opinion of Haynes and Boone, LLP.

   23.1*          Consent of Grant Thornton LLP, independent auditors.

   23.2*          Consent of Haynes and Boone, LLP (included in its legal
                  opinion filed as Exhibit 5.1 hereto).

   24.1*          Power of Attorney of the Directors of Kitty Hawk, Inc.
                  (incorporated in the signature page of this Registration
                  Statement).
----------
* Each document marked with an asterisk is filed herewith.