<PAGE>

     As filed with the Securities and Exchange Commission on August 6, 1996
                                                   Registration No. 333-______

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                             ---------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                             ---------------------
                            HAWAIIAN AIRLINES, INC.
             (Exact Name of Registrant as Specified in Its Charter)
                             ---------------------
                 HAWAII                                      99-0042880
    (State or Other Jurisdiction of                       (I.R.S. Employer
    Incorporation or Organization)                       Identification No.)
                             ---------------------

          3375 Koapaka Street
              Suite G350
           Honolulu, Hawaii                                     96819
(Address of Principal Executive Offices)                      (Zip Code)
                             ---------------------
                            HAWAIIAN AIRLINES, INC.
                     1996 STOCK INCENTIVE PLAN, AS AMENDED
                            (Full Title of the Plan)
                             ---------------------
                                 Rae A. Capps
            Vice President, General Counsel and Corporate Secretary
                              3375 Koapaka Street
                                  Suite G350
                            Honolulu, Hawaii  96819
                    (Name and Address of Agent For Service)
                             ---------------------
                                 (808) 835-3700
          Telephone Number, Including Area Code, of Agent For Service
                             ---------------------
                                WITH A COPY TO:
                              Joseph Salamunovich
                          Gibson, Dunn & Crutcher LLP
                             333 South Grand Avenue
                         Los Angeles, California  90071
                                 (213) 229-7388
                             ---------------------
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
                                     Proposed Maximum   Proposed Maximum   Amount of
Title of Securities    Amount to    Offering Price Per     Aggregate      Registration
 to be Registered    be Registered        Share          Offering Price       Fee
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
<S>                  <C>             <C>                <C>               <C>
Common Stock         2,000,000 (1)    $(2)               $7,160,000.00(2)  $2,469.00(2)
- --------------------------------------------------------------------------------------
Preferred Stock
Purchase Rights      2,000,000 (3)       $ 0.00             $ 0.00           $ 0.00
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
</TABLE>

(1) These shares are reserved for issuance pursuant to awards in the 
    Hawaiian Airlines, Inc. 1996 Stock Incentive Plan, as amended (the 
    "Plan").  Pursuant to Rule 416, also being registered are additional 
    shares of Common Stock as may become available under the Plan through 
    the operation of anti-dilution provisions.

(2) Estimated in accordance with Rule 457(h) and Rule 457(c) of the 
    Securities Act of 1933, as amended solely for the purpose of calculating 
    the registration fee, as follows:  $1,625,000 with respect to 500,000 
    shares of Common Stock that are currently under option, based on the 
    price of $3.25 at which the options may be exercised; and $5,535,000
    with respect to 1,500,000 shares of Common Stock, based on a price
    of $3.69 per share, the average of the high and low trading
    prices of the Common Stock of Hawaiian Airlines, Inc. (the 
    "Company") on the American Stock Exchange on August 5, 1996.

(3) These Preferred Stock Purchase Rights attach to each share of Common 
    Stock upon issuance.


<PAGE>

                                EXPLANATORY NOTE

    This Registration Statement is being filed by Hawaiian Airlines, 
Inc. ("Hawaiian" or the "Company") in order to register 2,000,000 shares 
of Common Stock (the "Common Stock" or the "Securities") which have been 
reserved for issuance under the Hawaiian Airlines, Inc. 1996 Stock 
Incentive Plan, as amended (the "Plan") (including 2,000,000 Preferred 
Stock Purchase Rights (the "Rights"), one of which attaches to each 
share of Common Stock issued, pursuant to the Rights Agreement dated as 
of December 23, 1994, as amended by and between the Company and Chemical 
Trust Company of California, as Rights Agent).  The additional shares of 
Common Stock that may become available for purchase in accordance with 
the provisions of the Plan in the event of certain changes in the 
outstanding shares of Common Stock of Hawaiian, including, among other 
things, stock dividends, stock splits, reverse stock splits, 
reorganizations and recapitalizations, are also being registered.

    The material which immediately follows constitutes a reoffer 
prospectus, prepared on Form S-3, in accordance with General Instruction 
C to Form S-8, to be used in connection with resales of Securities 
acquired under the Plan by persons who may be considered affiliates of 
Hawaiian, as defined in Rule 405 under the Securities Act of 1933, as 
amended.


<PAGE>

REOFFER PROSPECTUS

                            HAWAIIAN AIRLINES, INC.
                                  Common Stock
                                ($.01 par value)
                                2,000,000 Shares

    This Prospectus relates to 2,000,000 shares of Common Stock, par value 
$.01 per share ("Common Stock" or the "Securities") (including 2,000,000 
Preferred Stock Purchase Rights (the "Rights"), one of which attaches to each 
share of Common Stock issued, pursuant to the Rights Agreement dated as of 
December 23, 1994, as amended by and between the Company and Chemical Trust 
Company of California, as Rights Agent), of Hawaiian Airlines, Inc., a 
Hawaiian corporation ("Hawaiian" or the "Company") which have previously been 
issued or may in the future be issued pursuant to awards granted under the 
Hawaiian Airlines, Inc. 1996 Stock Incentive Plan, as amended (the "Plan") 
to, and which may be offered for resale from time to time by, certain 
employees of the Company named in "Selling Shareholders" and Annex 1 hereto 
(the "Selling Shareholders").

    The Company will not receive any of the proceeds from the sale of the 
Common Stock offered hereby. The Company will pay all of the expenses 
associated with this Prospectus.  The Selling Shareholders will pay all 
selling and other expenses, if any, associated with any sale of the 
Securities.

    See "Risk Factors" for certain considerations relevant to an investment 
in the Securities.

    The Common Stock is listed on the American Stock Exchange and the Pacific 
Stock Exchange (Symbol: HA).

                              --------------------

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

                              --------------------

                 The date of this Prospectus is August 6, 1996.


<PAGE>

                             AVAILABLE INFORMATION

    The Company has filed a Registration Statement on Form S-8 relating to 
the Plan (the "Registration Statement") with the Securities and Exchange 
Commission (the "Commission") under the Securities Act of 1933, as amended 
(the "Securities Act"), with respect to the Securities covered by this 
Prospectus.  This Prospectus omits certain information and exhibits included 
in the Registration Statement, a copy of which may be obtained upon payment 
of a fee prescribed by the Commission or may be examined free of charge at 
the principal office of the Commission in Washington, D.C.

    The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in 
accordance therewith files reports, proxy statements and other information 
with the Commission.  Such reports, proxy statements and other information 
filed with the Commission by the Company can be inspected and copied at the 
public reference facilities maintained by the Commission at 450 Fifth Street, 
N.W., Washington, D.C. 20549, and at the regional offices of the Commission 
located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60606-2511 
and at 7 World Trade Center, Suite 1300, New York, New York 10048.  Copies of 
such material can be obtained from the Public Reference Section of the 
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed 
rates.

    The Company's Common Stock is listed on the American Stock Exchange and 
the Pacific Stock Exchange (Symbol: HA), and reports and information 
concerning the Company can be inspected at such exchanges, 86 Trinity Place, 
New York, New York 10006 and 301 Pine Street, San Francisco, California 
94104, respectively.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    The following documents heretofore filed by the Company with the 
Commission are by this reference incorporated in and made a part of this 
Prospectus:

    (1) The Company's Annual Report on Form l0-K for the fiscal year ended 
December 31, 1995, including the Financial Statements and the Financial 
Statement Schedule and the Reports of KPMG Peat Marwick LLP, Independent 
Auditors filed April 1, 1996, as amended by Amendment No. 1 on Form 10-K/A 
and Amendment No. 2 on Form 10-K/A; 

    (2) The Quarterly Report on Form 10-Q, filed May 15, 1996, for the period 
ended March 31, 1996;

    (3) The Current Report on Form 8-K filed January 10, 1996 (date of event 
January 10, 1996);

    (4) The Current Report on Form 8-K filed January 17, 1996 (date of event 
January 15, 1996);

    (5) The Current Report on Form 8-K filed January 23, 1996 (date of event 
January 18, 1996);

    (6) The Current Report on Form 8-K filed February 1, 1996 (date of event 
January 30, 1996);

    (7) The Current Report on Form 8-K filed February 2, 1996 (dated January 
31, 1996);

    (8) The Current Report on Form 8-K filed February 7, 1996 (dated February 
2, 1996);

    (9) The Registration Statement on Form S-2 filed May 30, 1996, as amended 
by Amendment No. 1 filed July 12, 1996, as amended by Amendment No. 2 filed 
July 19, 1996, as amended by Amendment No. 3 filed July 23, 1996, as amended 
by Amendment No. 4 filed July 24, 1996, as amended by Amendment No. 5 filed 
August 1, 1996 (Registration No. 333-04817);

    (10) The Registration Statement on Form 8-A/A filed July 1, 1996; and

    (11) All documents subsequently filed by the Company pursuant to Section 
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended 
(the "Exchange Act") after the date of this Prospectus and prior to the 
filing of a post-effective amendment which indicates that all securities 
offered hereby have been sold or which deregisters all securities then 
remaining unsold.

    Any statement contained in a document incorporated or deemed to be 
incorporated by reference herein shall be deemed to be modified or superseded 
for purposes of this Prospectus to the extent that a statement contained 
herein or in any other subsequently filed document which also is or is deemed 
to be incorporated by reference herein modifies or supersedes such

                                      2
<PAGE>

statement.  Any such statement so modified or superseded shall not be deemed, 
except as so modified or superseded, to constitute a part of this Prospectus.

    Copies of all documents which are incorporated herein by reference (not 
including the exhibits to such documents, unless such exhibits are 
specifically incorporated by reference into such documents or into this 
Prospectus) will be provided without charge to each person, including any 
beneficial owner, to whom this Prospectus is delivered, upon a written or 
oral request to Hawaiian Airlines, Inc., Attention:  Corporate Secretary, 
3375 Koapaka St., Suite G350, Honolulu, Hawaii 96819, telephone number (808) 
835-3700.

RISK FACTORS

    PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS, IN 
ADDITION TO THE OTHER INFORMATION CONTAINED IN AND INCORPORATED INTO THIS 
PROSPECTUS, THE FOLLOWING INFORMATION BEFORE PURCHASING THE SECURITIES 
OFFERED HEREBY.   THE ORDER IN WHICH THESE CONSIDERATIONS ARE PRESENTED 
SHOULD NOT BE INTERPRETED AS BEING INDICATIVE OF THEIR RELATIVE IMPORTANCE TO 
PARTICULAR INVESTORS.

ABILITY OF COMPANY TO CONTINUE AS A GOING CONCERN

    In 1995, the Company reported an operating loss and net loss for the 
ninth consecutive year.  The independent auditors' report with respect to the 
Company's 1995 financial statements stated that the Company's recurring 
losses from operations, working capital deficit and limited sources of 
additional liquidity raise substantial doubt about the Company's ability to 
continue as a going concern.  The financial statements as of and for the year 
ended December 31, 1995, were prepared on a going concern basis, which 
assumes continuity of operations and realization of assets and liquidation of 
liabilities in the ordinary course of business.  The financial statements do 
not include any adjustments relating to the recoverability and classification 
of recorded asset amounts, or the amounts and classification of liabilities 
that might be necessary as a result of the outcome of future uncertainties.  
Management recognizes that the continuation of the Company as a going concern 
is dependent upon the achievement of profitability, positive cash flow from 
operations and the generation of adequate funds to meet its ongoing 
obligations.  In the first quarter of 1996, the Company increased its capital 
resources through a $20 million equity infusion from Airline Investors 
Partnership, L.P. (the "AIP Investment") and related agreements with American 
Airlines, Inc. ("American") and the Company's labor unions.  Nonetheless, at 
March 31, 1996 the Company had a working capital deficit of $21.7 million.  
The Company continues to seek additional liquidity to improve its working 
capital position through a proposed distribution of rights to purchase Common 
Stock to its existing shareholders other than AIP, optionholders and 
employees (the "Rights Offering") and to additional investors (the "Investor 
Offering").  However, no assurance can be given that the Rights Offering and 
Investor Offering will be successful or that the Company will be able to 
generate net income in the future. 

LIMITED LIQUIDITY AND CAPITAL RESOURCES; HIGH DEGREE OF FINANCIAL AND 
OPERATING LEVERAGE

    The Company emerged from bankruptcy in September 1994 with limited 
capital resources.  In January 1996, the Company was contemplating that it 
might have to re-enter bankruptcy and halt operations if it could not 
complete the $20 million AIP Investment, which was completed on January 31, 
1996.  Prior to the AIP Investment, the Company's liquidity was limited to 
payment deferrals from existing creditors such as American and promotional 
ticket sales.  Although promotional ticket sales increase current liquidity, 
they also increase air traffic liability, which can adversely affect yields 
(fare levels) and revenues, as well as liquidity in future periods. Although 
the AIP Investment and certain related transactions have substantially 
increased the Company's capital resources, the Company is seeking additional 
liquidity through the Rights Offering, the Investor Offering and other 
sources in order to augment its current and foreseeable capital resources.  
The Rights Offering and the Investor Offering are intended to raise a minimum 
of $25 million of gross proceeds as part of the Company's on-going efforts to 
improve its liquidity. However, there can be no assurances that the Rights 
Offering and the Investor Offering will be successfully completed.  If the 
Company is unsuccessful in obtaining additional sources of liquidity, an 
adverse change in events and circumstances could result in the Company being 
unable to meet its financial obligations after it exhausts its current and 
foreseeable capital resources.  Although the Company currently has no 
significant capital expenditure commitments, the Company plans to make 
approximately $11.4 million of necessary capital expenditures in the ordinary 
course of business in 1996 using internally generated funds and specific 
project financing provided by the State of Hawaii. On April 29, 1996, the 
Company's credit facility provided by CIT Group/Credit Finance, Inc. (the 
"Credit Facility") was amended to increase the borrowing capacity thereunder 
from $8.2 million to $15.0 million.  As of April 30, 1996, the Company had 
$7.3 million of borrowing capacity under the Credit Facility.  The Company's 
access to other sources of debt financing is limited because it does not have 
any unencumbered assets.  Moreover, there

                                      3
<PAGE>

can be no assurances that the Company can achieve or sustain profitable 
operations or, if necessary, that sufficient additional financing can be 
obtained.  See "Seasonality" below.    

    The degree to which the Company is leveraged could have adverse 
consequences, including (i) the Company's ability to obtain additional 
financing in the future for working capital, capital expenditures or other 
purposes is limited, (ii) the Company's degree of leverage and related debt 
service obligations, as well as its obligations under operating leases for 
aircraft, may make it more vulnerable than some of its competitors in an 
economic downturn, and (iii) the Company's financial position may restrict 
its ability to pursue new business opportunities and limit its flexibility in 
responding to changing business conditions.

    As is characteristic of the airline industry, the Company is subject to a 
high degree of financial and operating leverage.  Due to high fixed costs, 
the expenses of each flight do not vary proportionately with the number of 
passengers carried, but the revenues 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 and would adversely affect 
liquidity.

COMPETITION

    The Company faces substantial competition from other well-established 
airlines that serve the same routes that the Company serves. The Company's 
competitors on its Transpac routes, primarily United Airlines, Inc. 
("United"), Delta Airlines, Inc. ("Delta") and Northwest Airlines, Inc. 
("Northwest"), and to a lesser extent Continental Airlines, Inc. 
("Continental") and American, are larger and have substantially greater name 
recognition and resources than the Company.  The Company believes that 
Transpac competition is primarily based on fare levels, flight frequency, 
on-time performance and reliability, name recognition, frequent flyer 
programs, customer service and in-flight service.  The Company also 
experiences competition on its Transpac routes from various charter 
operations.  Charter carriers' competitive position is enhanced by 
contractual relationships with tour operators.  The Company's primary 
competitor on its Interisland routes is Aloha Airlines, Inc. ("Aloha"), which 
has the leading market share in the Interisland market and a marketing 
relationship with United (including a code sharing arrangement and frequent 
flyer program participation).  The Company believes that Interisland 
competition is primarily based on fare levels, flight frequency, on-time 
performance and reliability, name recognition, frequent flyer programs, 
customer service and aircraft type.

    The Airline Deregulation Act of 1978, recodified into the Transportation 
Act, has substantially eliminated government authority to regulate domestic 
routes and fares, and has increased the ability of airlines to compete with 
respect to destination, flight frequencies and fares.  Airline profit levels 
are highly sensitive to adverse changes in fuel costs, average yield and 
passenger demand.  The emergence in recent years of several new carriers, 
typically with low cost structures, has further increased the competitive 
pressures on U.S. airlines.  The only significant barriers to entry in the 
U.S. airline industry are government licensing, the limited availability of 
flight slots, the need for capital and an increased number of competitors.  
The commencement of service by new carriers on the Company's routes could 
negatively impact the Company's operating results.  Competing airlines have, 
and may in the future, undercut the Company's fares and increased capacity on 
routes beyond market demand in order to increase their market shares.  Such 
activity by other airlines could reduce fares or passenger traffic to levels 
where the Company could not be both competitive and profitable.  Due to its 
smaller size and limited resources and liquidity, the Company may be less 
able to withstand aggressive marketing tactics or a prolonged fare war 
initiated by its competitors.  Although the domestic airline industry has at 
present abandoned deeply discounted general pricing structures, and fare 
levels have continued to increase from 1992 levels, significant industry-wide 
discounts could be reintroduced at any time.  The introduction of broadly 
available, deeply discounted fares by a major U.S. airline would result in 
lower yields for the entire industry and could have a material adverse effect 
on the Company's operating results.

    Recent announcements of capacity increases to Hawaii by domestic carriers 
may affect pricing levels on the Company's Transpac routes.  Charter carriers 
have increased capacity from secondary markets in the western portion of the 
United States and United has scheduled an additional 9,000 seats per week 
from Japan and the U.S. mainland, with the bulk of that capacity dedicated to 
its San Francisco and Los Angeles routes.  Subsequent announcements by United 
of direct service from Los Angeles to Kona and Maui are believed to be in 
addition to the 9,000 seats mentioned above.  The increasing presence of 
charter carriers and United's expanded capacity are examples of the 
competitive pricing and capacity issues facing the Company in the future.  
Management is not able to predict the impact of these competitive pressures 
on the Company's operations.

                                      4

<PAGE>

AIRLINE INDUSTRY CONDITIONS

    The airline industry is a highly cyclical business with substantial 
volatility. Airlines frequently experience short-term cash requirements 
caused by both seasonal fluctuations in traffic, which often put a drain on 
cash during off-peak periods, and other factors that are not necessarily 
seasonal, including the extent and nature of price and other 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 airline travel is discretionary, the 
industry tends to experience adverse financial results in general economic 
downturns.  Accordingly, airlines require substantial liquidity to sustain 
continued operations under most conditions.  See "Limited Liquidity and 
Capital Resources; High Degree of Financial and Operating Leverage" above.

    Since the commencement of deregulation in 1978, the U.S. airline industry 
has become extremely competitive and volatile.  Increased competition, rising 
operational costs and pricing pressures have created financial difficulties 
for most airlines leading to the U.S. airline industry having suffered 
unprecedented losses in recent years.  As a result, many airlines have been 
acquired or forced to restructure (as was the case with the Company) or have 
ceased operations.  Although the industry produced a profit for 1995, no 
assurance can be given that this performance can be sustained in the future.  
The Company has had a net loss in each of 1995 and the preceding eight years.

DEPENDENCE ON HAWAIIAN TOURISM

    Since the Company's operations are limited almost exclusively to flights 
to, from and among, the Hawaiian Islands, the Company's profitability is 
linked to the number of travelers to, from and among the Islands and a 
material reduction in the number of such travelers would have a material 
adverse effect on the Company's operations.  Tourists constitute a majority 
of the travelers to Hawaii.  Because tourism levels are related to 
discretionary income, the level of Hawaiian tourism is affected by the 
strength of the economies in the areas from which tourists to Hawaii 
typically originate.  Hawaiian tourism is also dependent upon the popularity 
of Hawaii as a tourist destination and negative events such as Hurricane 
Iniki and the availability of other tourist destinations and opportunities 
could reduce tourist interest in Hawaii.  In addition, from time to time, 
various events such as the Persian Gulf War and industry-specific problems 
such as strikes have had a negative impact on tourism in Hawaii.  After 
reaching its peak in 1990, the Hawaii tourism industry experienced three 
consecutive years of decline.  Although tourist counts have shown year over 
year improvements in 1994 and 1995, local economists do not expect Hawaii 
tourism to return to pre-1991 levels until 1997.  No assurance can be given 
that the level of tourism traffic to Hawaii will in fact return to such 
levels or that it will not decline in the future.  A decline in the level of 
Hawaii tourism traffic could have a material adverse effect on the Company's 
operations.

     Preliminary results from the Hawaii Visitors Bureau indicate that of the 
total number of visitors to Hawaii in 1995, approximately 40% came from Asia, 
most of whom came from Japan, and approximately 19% came from California.  In 
recent years Japan and California have experienced the worst recession each 
region has experienced since the 1940s.  As a result, the number of visitors 
from Asia declined in 1992 and again 1993, and the number of visitors from 
California declined in each of 1991, 1992 and 1993 and is still below the 
peak number in 1990.  A substantial decline in the number of visitors from 
either Japan or California could have a material adverse effect on the 
Company's operations.

SEASONALITY 

    The Company's results are sensitive to seasonal and cyclical volatility 
primarily due to seasonal leisure and holiday travel.  Traffic levels are 
typically lowest in the first quarter of the year with strong travel periods 
during June, July, August and December.  Because certain of the Company's 
costs do not vary significantly regardless of traffic levels, such 
seasonality substantially affects the Company's profitability and liquidity.  
See "Limited Liquidity and Capital Resources; High Degree of Financial and 
Operating Leverage" above.

AIRCRAFT OPERATIONS

    FUEL COSTS.  Fuel costs,  which represent a significant portion of the 
Company's operating costs (approximately 16% for 1995), are volatile.  For 
example, the Company's average fuel cost per gallon (excluding taxes) in the 
first quarter of 1996 was 9.7% higher than its average fuel cost in the first 
quarter of 1995.  Fuel prices are influenced by, among other factors, 
economic and political factors and events throughout the world and applicable 
fuel taxes, and the Company can neither predict nor control near- or 
longer-term fuel prices.  Significant changes in fuel costs would materially 
affect the Company's operating results.

                                      5

<PAGE>

Furthermore, changes in fuel prices may have a greater impact on the Company 
than certain of its Transpac competitors with more modern, fuel efficient 
aircraft.  See "Reliance on Third Parties" below. 

    MAINTENANCE COSTS; AIRCRAFT AGE.  Aircraft maintenance costs represent 
another significant operating cost for the Company (approximately 17% for 
1995) that will increase as the Company's aircraft increase in age.  The 
average age of the Company's DC-10 aircraft is 23 years and its DC-9 aircraft 
is 18 years.  The Company intends to replace some or all of its existing 
aircraft with replacement aircraft in the next decade in order to reduce 
maintenance costs and achieve other operating efficiencies, although no 
assurance can be given that the Company will have the capital necessary to 
replace such aircraft.

    LEASED AIRCRAFT.  The Company owns two DC-9-50 aircraft and leases eleven 
DC-9-50s and nine DC-10-10s pursuant to leases that expire at various times 
between 1996 and 2004.  Two of the DC-10s are leased from American pursuant 
to short-term leases, which can be terminated by American on 30 days notice.  
In order to maintain its current operations, the Company will need to renew 
its leases as they expire or purchase or lease replacement aircraft and, if 
the Company decides to expand operations, the Company will need to purchase 
or lease additional aircraft.  There can be no assurance that lease renewals, 
additional aircraft leases or aircraft purchases will be available on 
favorable terms or that the Company will have sufficient capital resources to 
lease or purchase additional aircraft.

    LIMITED FLEET.  The Company's fleet consists of 22 aircraft (including 
one DC-10 being used on a temporary basis to permit the scheduled overhaul of 
six of the other DC-10s during 1996).  In the event one or more of the 
Company's aircraft were to be out of service, the Company may have difficulty 
completing its scheduled or chartered service.  Any interruption of service 
caused by the unavailability of aircraft due to unscheduled servicing or 
repair or otherwise, or lack of availability of substitute aircraft, could 
have a material adverse effect on the Company's service, reputation and 
profitability.  As is customary in the airline industry, the Company does not 
have business interruption insurance.

RELIANCE ON THIRD PARTIES

    The Company has entered into agreements with contractors, including 
American, Northwest and certain other airlines, to provide certain facilities 
and services required for its operations, including aircraft, reservations, 
computer services, frequent flyer program, aircraft maintenance, passenger 
processing, fuel, ground facilities, baggage and cargo handling and personnel 
training.  This reliance on third parties to provide services subjects the 
Company to various risks, including the risk that such services could be 
discontinued without adequate replacement services being available.

    The Company leases all of its DC-10 aircraft from American.  American 
maintains these aircraft and the Company pays a minimum monthly charge for 
maintenance services, monthly in arrears.  During 1995, the Company incurred 
in excess of $45 million of lease and maintenance expenses under the American 
DC-10 aircraft leases.  American has the right to terminate its obligation to 
provide aircraft maintenance services on and after January 1, 1999, upon 180 
days prior notice.  If American terminated the maintenance arrangement, the 
Company would have to seek an alternate source of maintenance service or 
maintain its DC-10s itself, and no assurance can be given that the Company 
would be able to do so on a basis that is as cost-effective as the American 
maintenance arrangement.

    The Company participates in American's AAdvantage-Registered Trademark- 
frequent flyer program and SABRE-Registered Trademark- reservation system, 
which make the Company more competitive.  The Company's participation in the 
AAdvantage-Registered Trademark- program expires in 1997, subject to renewal, 
and its participation in SABRE-Registered Trademark- expires in 2001.  The 
Company's inability to continue in these programs or participate in 
comparable programs offered by other airlines could have a material adverse 
effect on the Company's operations.

    The Company purchases almost all of its aviation fuel from Northwest 
without mark-up pursuant to an agreement between the two companies, which 
provides that, in case of shortages, Northwest will provide fuel to its own 
fleet first and then a portion of the remaining fuel available will be 
allocated between the Company and any other applicable airlines.  The 
agreement is renewed automatically on December 31 of each year unless 
canceled by either of the parties with 90 days prior written notice.  No 
assurance can be given that the Company would be able to secure an adequate 
supply of fuel from alternate sources if a fuel shortage were to cause the 
supply from Northwest to be inadequate or if Northwest were to cancel the 
agreement.  The Company paid Northwest approximately $44.1 million, $43.9 
million and $53.0 million for the fuel supplied under this agreement in 1993, 
1994 and 1995, respectively.

    Approximately 74% of the Company's ticket sales are currently made by 
travel agents, including wholesalers.  Travel agents generally have a choice 
between one or more airlines when booking a customer's flight.  Accordingly, 
any effort by

                                      6

<PAGE>

travel agencies to favor another airline or to disfavor the Company could 
adversely affect the Company.  Although management intends to continue to 
offer an attractive and competitive product to travel agencies and to 
maintain favorable relations with travel agencies, there can be no assurance 
that travel agencies will not disfavor the Company or favor other airlines in 
the future, either of which could have an adverse effect on the Company's 
operations.

INSURANCE COVERAGE

    The Company is exposed to potential losses that may be incurred in the 
event of an aircraft accident.  Any such accident could involve not only 
repair or replacement of a damaged aircraft and its consequent temporary or 
permanent loss of service, but also significant potential claims of injured 
passengers and others.  The Company is required by the U.S. Department of 
Transportation (the "DOT") to carry liability insurance on each of its 
aircraft.  The Company currently maintains public liability insurance which 
management believes is adequate and consistent with current industry 
practice.  However, there can be no assurance that the amount of such 
coverage will not be changed or that the Company will not bear substantial 
losses from accidents.  Substantial claims resulting from an accident in 
excess of related insurance coverage could have a material adverse effect on 
the Company.

REGULATORY MATTERS; TICKET TAXES

    As a certificated air carrier, Hawaiian Airlines is subject to the 
regulatory jurisdiction of the DOT and the Federal Aviation Administration 
(the "FAA").  To assure compliance with their regulations, the DOT and the 
FAA require air carriers to obtain certain certificates, which may be 
suspended or revoked for cause. The DOT has continuing jurisdiction to review 
the fitness of air carriers to hold a certificate of public convenience and 
necessity. It may review the carrier's fitness at any time and impose fines 
or other sanctions for violations of the Transportation Act or DOT 
regulations. The FAA also conducts safety audits and has the power to impose 
fines and other sanctions for violations of aviation safety and security 
regulations. Hawaiian Airlines, as are all airlines, is subject to 
inspections by the FAA in the normal course of its business on an ongoing 
basis.  In the last several years, the FAA has issued to the airline industry 
a number of maintenance directives and other regulations.  The Company has 
incurred and expects to continue to incur substantial expenditures for the 
purpose of complying with these directives and regulations.

    Additional laws and regulations have been proposed from time to time that 
could significantly increase the cost of airline operations by, for instance, 
imposing additional requirements or restrictions on operations.  Laws and 
regulations also have been considered from time to time that would prohibit 
or restrict the ownership and/or transfer of airline routes or takeoff and 
landing slots.  Also, the award of international routes to U.S. carriers (and 
their retention) is regulated by the DOT and treaties and related agreements 
between the United States and foreign governments, which are amended from 
time to time.  The Company cannot predict what laws and regulations will be 
adopted or what changes to international air transportation treaties will be 
effected, if any, or how they will affect the Company.

    Prior to 1996, the airline industry was subject to a 10% excise tax on 
each ticket sold (other than Transpac flights), a 6.25% cargo excise tax and 
a $6 international departure tax (including Transpac flights).  Efforts are 
underway to encourage the United States Congress to re-enact legislation 
authorizing these excise taxes or to impose user fees in lieu of such taxes. 
The Senate has approved a bill to reinstate the excise taxes, and it is 
reported that House and Senate negotiators have agreed in principle to 
reinstate the excise taxes.  If these taxes are reinstated, the Company would 
either have to absorb the excise taxes or user fees, which would adversely 
affect operating results, or raise ticket prices and cargo transportation 
fees in order to offset the excise taxes or user fees.  If the Company were 
to raise ticket prices and cargo transportation fees, there is no assurance 
that the Company would be able to maintain such increases or that operating 
results would not be adversely affected by the increases.

LABOR AGREEMENTS

    The majority of Hawaiian Airlines' employees are covered by collective 
bargaining agreements, which are not amendable until February 2000, with the 
International Association of Machinists and Aerospace Workers ("IAM"), the 
Air Line Pilots Association, International ("ALPA"), the Association of 
Flight Attendants ("AFA"), the Transport Workers Union ("TWU") and the 
Communications Section Employees Union.  As a result of the unionization of 
its employees, the Company's flexibility in dealing with its employees may be 
restricted, thereby resulting in an increase in costs.  In the event of work 
stoppages or other labor difficulties, operations of the Company may be 
hampered or halted, which could have a material adverse effect on the 
reputation and operations of the Company.

                                      7

<PAGE>

CONTROL OF THE COMPANY

    AIP owned 69% of the issued and outstanding Common Stock as of July 3, 
1996 and through such ownership is able to control all actions to be taken by 
the shareholders of the Company, except in the limited case where Hawaii law 
requires shareholder action to be approved by 75% of the outstanding Common 
Stock.  John W. Adams, Chairman of the Board of Directors of the Company, is 
an executive officer and the sole stockholder of the general partner of AIP 
and thereby controls the voting of AIP's shares. After giving effect to the 
issuance of approximately 16,500,000 shares of Common Stock pursuant to the 
Plan of Reorganization, the exercise in full of the AMR Warrants and the 
Reorganization Warrants, the exercise in full of the options outstanding 
under the 1994 Stock Option Plan, as amended, the exercise in full of the 
Rights and the consummation of the Investor Offering (including the issuance 
of the additional standby shares therein), AIP would own approximately 42% of 
the Common Stock.  However, even at such time as sufficient shares of Common 
Stock have been issued to cause AIP to hold less than 50% of the Common 
Stock, its voting power would still be substantially greater than that of any 
other existing shareholder.  Pursuant to the Company's Amended Bylaws (the 
"Bylaws"), until AIP ceases to own at least 35% of the Common Stock, it has 
the right to nominate six of the 11 nominees to stand from time to time for 
election as directors of the Company.  If AIP's ownership of Common Stock 
were to fall below 35%, its right to nominate directors would be reduced but 
would not be eliminated until AIP's ownership was reduced below 5%.  
Thereafter, AIP will not have the right to nominate individuals to the Board 
unless it reacquires at least 5% of the Common Stock within 365 days.

   In addition, ALPA, IAM and AFA have the right, pursuant to their 
respective collective bargaining agreements and the Bylaws, to nominate three 
of the remaining five nominees to stand from time to time for election as 
directors, thereby leaving the Board of Directors with the authority to 
nominate only two of the director nominees.  AIP has agreed to vote its 
shares of Common Stock in favor of the labor unions' nominees.

    Of the two positions on the Board of Directors as to which AIP and the 
labor unions do not have the right to nominate nominees, (i) one is required 
to be an outside director, defined as one who is not employed by the Company 
and is not affiliated with the Company's labor unions, AIP or American, and 
(ii) the other is required to be a senior management official of the Company. 

ANTITAKEOVER MATTERS

    As a result of AIP's substantial ownership interest in the Common Stock, 
it may be more difficult for a third party to acquire the Company.  A 
potential buyer would likely be deterred from any effort to acquire the 
Company absent the consent of AIP or its participation in the transaction.

     The Company is subject to Section 415-73 of the Hawaii Business 
Corporation Act, which restricts mergers and consolidations.  Subject to 
certain exceptions, unless the Board of Directors and the holders of at least 
75% of all the issued and outstanding voting stock of the Company approve a 
merger or consolidation, Section 415-73 prohibits such a transaction.

     The Company's Amended Articles of Incorporation (the "Articles of 
Incorporation") and the Bylaws include a number of provisions that may have 
the effect of discouraging persons from pursuing non-negotiated takeover 
attempts.  These provisions include (i) a restriction on action by written 
consent of the shareholders, unless such consent is unanimous, (ii) a 
prohibition on cumulative voting, (iii) certain qualifications for directors 
and (iv) restrictions on the filling of vacancies of directors.

     The Articles of Incorporation authorize the issuance of up to 2,000,000 
shares of preferred stock by the Company with such preferences, rights and 
restrictions as may be determined by the Board of Directors.  Accordingly, 
the Board of Directors may, without shareholder approval, issue preferred 
stock with dividend, liquidation, conversion, voting or other rights that 
could adversely affect the rights of holders of the Common Stock.  The 
issuance of shares of preferred stock may have the effect of rendering more 
difficult or discouraging an acquisition of the Company or a change in 
control of the Company.

     The Company has in place a shareholders' rights plan, which provides 
that, subject to certain discretion of the Board of Directors, in the event 
that the Company is acquired in certain transactions or in the event of 
certain acquisitions of the Company's common stock that would cause the 
acquirer to own more than 10% of the outstanding common stock, the Company 
(or the surviving corporation in a merger in which the Company was not the 
survivor) would issue to the Company's shareholders, other than the acquirer, 
additional shares of common stock of the Company (or the survivor) at a 
discount, thereby substantially

                                      8

<PAGE>

diluting the acquirer's interest.  The AIP Investment was expressly excluded 
from the application of the shareholders' rights plan through an amendment to 
the plan adopted by the Board of Directors at the time of the AIP Investment. 

DIVIDENDS

    The Company has not paid cash dividends on its common stock in the last 
several years and has no plans to do so in the foreseeable future.  The 
Company intends to retain its earnings, if any, to finance the development 
and growth of its business.  Moreover, the Company is prohibited from paying 
dividends by the terms of the Credit Facility.  The American Note limits the 
Company's ability to pay dividends.

MARKET CONSIDERATIONS; VOLATILITY OF STOCK PRICE

    Since the Company emerged from bankruptcy and the Common Stock 
recommenced trading on the AMEX and the PSE in June 1995, the price range of 
the Common Stock has varied widely and the price of the Common Stock may be 
subject to significant fluctuation in the future.  

RESALE RESTRICTIONS ON OPTIONS

    The Options will be subject to a lock-up agreement and may not be 
transferred during the 90-day period following the expiration date of the 
Rights Offering.

EFFECT ON THE COMPANY'S NET OPERATING LOSS CARRYOVERS

    The Company believes that substantially all of its net operating losses 
("NOLs"), as computed for federal income tax purposes, are currently subject 
to limitation under Section 382 of the Internal Revenue Code.  In the event 
an ownership change (as defined in Section 382) of the Company were to occur 
in the future, the ability of the Company to utilize NOLs incurred prior to 
that ownership change could be subject to additional limitations under 
Section 382 an ownership change of the Company, which in turn could increase 
the future tax liabilities of the Company.

    THE BOARD OF DIRECTORS OF THE COMPANY DOES NOT MAKE ANY RECOMMENDATION TO 
INVESTORS WITH RESPECT TO WHETHER AN OPTIONHOLDER SHOULD EXERCISE OPTIONS TO 
PURCHASE SHARES OF THE COMMON STOCK PURSUANT TO THE PLAN.

                                  THE COMPANY

    The Company's principal executive offices are located at 3375 Koapaka St, 
Suite G350, Honolulu, Hawaii 96819, and its telephone number is (808) 
835-3700.  Additional information regarding the Company is set forth in the 
Company's Annual Report on Form 10-K, as amended by Amendment No. 1 on Form 
10-K/A and Amendment No. 2 on Form 10-K/A for the fiscal year ended December 
31, 1995 (which is incorporated herein by reference).

                               USE OF PROCEEDS

    The Company will not receive any of the proceeds from the sale of the 
Securities offered hereby.

                            SELLING SHAREHOLDERS

    The table attached as Annex I hereto sets forth, as of July 15, 1996 or a 
subsequent date if amended or supplemented:  (a) the name of each Selling 
Shareholder and his relationship to the Company during the last three years; 
(b) the number of shares of Common Stock each Selling Shareholder 
beneficially owned prior to this offering; (c) the number of Securities 
offered pursuant to this Prospectus by each Selling Shareholder; and (d) the 
amount and the percentage of the Company's Common Stock that would be owned 
by each Selling Shareholder after completion of this offering.  The 
information contained in Annex I may be amended or supplemented from time to 
time.

                                      9

<PAGE>

                             PLAN OF DISTRIBUTION

    Sales of the Securities offered hereby may be made on the American Stock 
Exchange, the Pacific Stock Exchange, the over-the-counter market or 
otherwise at prices and on terms then prevailing or at prices related to the 
then current market price, or in negotiated transactions.  In addition, any 
Securities covered by this Prospectus which qualify for sale pursuant to Rule 
144 may be sold under Rule 144 rather than pursuant to this Prospectus.  The 
Company will not receive any part of the proceeds of the sales made 
hereunder.  All expenses associated with this Prospectus are being borne by 
the Company, but all selling and other expenses incurred by a Selling 
Shareholder will be borne by such shareholder.

    The Securities may be (a) sold by delivering previously owned shares of 
capital stock of the Company (including "pyramiding) or other property, 
provided that the Company is not then prohibited from purchasing or acquiring 
shares of its capital stock or such other property, (b), reducing the amount 
of shares of Common Stock or other property otherwise issuable pursuant to an 
Award, or (c) sold by delivering a promissory note, the terms and conditions 
of which shall be determined by the Committee, (d) sold in a block trade in 
which the broker or dealer so engaged will attempt to sell the shares as 
agent but may position and resell a portion of the block as principal to 
facilitate the transaction, (e) purchased by a broker or dealer as principal 
and resale by such broker or dealer for its account pursuant to this 
Prospectus, (f) sold in an exchange distribution in accordance with the rules 
of such exchange, and (g) sold in ordinary brokerage transactions and 
transactions in which the broker solicits purchases.  In effecting sales, 
brokers or dealers engaged by the Selling Shareholders may arrange for other 
brokers or dealers to participate.  Certain Selling Shareholders also may, 
from time to time, authorize underwriters acting as their agents to offer and 
sell Securities upon such terms and conditions as shall be set forth in any 
Prospectus Supplement.  Underwriters, brokers or dealers will receive 
commissions or discounts from Selling Shareholders in amounts to be 
negotiated immediately prior to sale.  Such underwriters, brokers or dealers 
and any other participating brokers or dealers may be deemed to be 
"underwriters" within the meaning of the Securities Act in connection with 
such sales and any discounts and commissions received by them and any profit 
realized by them on the resale of the Securities may be deemed to be 
underwriting discounts and commissions under the Securities Act.

    There is no assurance that any of the Selling Shareholders will offer for 
sale or sell any or all of the Securities covered by this Reoffer Prospectus.

                  INTEREST OF NAMED EXPERTS AND COUNSEL

    The validity of the Common Stock has been passed upon for the Company by 
Rae A. Capps, its Vice President, General Counsel and Corporate Secretary.  
Ms. Capps owns no shares of Common Stock.

    The financial statements and financial statement schedule of the Company 
as of December 31, 1995 and 1994 and for the year ended December 31, 1995, 
the period September 12, 1994 through December 31, 1994, the period January 
1, 1994 through September 11, 1994, and the year ended December 31, 1993, 
have been incorporated by reference herein and in the registration statement 
in reliance upon the reports of KPMG Peat Marwick LLP, independent certified 
public accountants, and incorporated by reference herein, upon the authority 
of said firm as experts in accounting and auditing.

    The reports of KPMG Peat Marwick LLP dated March 15, 1996 contain an 
explanatory paragraph that states that the financial statements of the 
Company as reorganized (the "Reorganized Company") reflect the impact of 
adjustments to reflect the fair value of assets and liabilities under fresh 
start accounting and, as a result, the financial statements of the 
Reorganized Company are presented on a basis different than those of the 
Company prior to reorganization.

    In addition, the reports of KPMG Peat Marwick LLP dated March 15, 1996 
contain an explanatory paragraph that states that the Company's recurring 
losses from operations, deficit working capital and limited sources of 
additional liquidity raise substantial doubt about its ability to continue as 
a going concern.  The financial statements and financial statement schedules 
do not include any adjustments that might result from the outcome of that 
uncertainty.

                                      10
<PAGE>

                                              ANNEX I

<TABLE>
<CAPTION>
                                                                                              Shares to be Beneficially
                                                                                                Owned upon Completion of
                                                            Shares Beneficially                      Offering(1)(3)
                     Relationship to Company During Last        Owned as of     Shares Offered  -------------------------
Selling Shareholder              Three Years                 August 1, 1996(1)      Hereby(2)       Number      Percent
- -------------------  -------------------------------------  ------------------  --------------   ----------  -----------
<S>                  <C>                                    <C>                 <C>              <C>         <C>
Bruce R. Nobles      President and Chief Executive Officer        604,351           300,000        304,351        *
                     since September 1993; Chairman of the
                     Board from September 1994 until
                     February 1996

John L. Garibaldi    Executive Vice President and Chief            65,000            57,500          7,500        *
                     Financial Officer since May 1996

Michael McQuay       Executive Vice President-Operations           51,000            50,000          1,000        *
                     and Chief Operating Officer since
                     June 1996 

Clarence K. Lyman    Vice President-Finance, Treasurer and        101,673            50,000         51,673        *
                     Assistant Corporate Secretary since
                     1991

Peter W. Jenkins     Senior Vice President-Marketing and           80,000            40,000         40,000        *
                     Sales since April 1994

John P. Solomito     Vice President-Customer Services              16,606             7,500          9,106        *
                     since February 1992

Alexander D. Jamile  Vice President-Government and                 16,673             7,500          9,173        *
                     Community Affairs since 1993; Vice
                     President-Administration/
                     Governmental and Community Affairs
                     from October 1992 to 1993

Glen L. Stewart      Vice President-Transpacific and               17,047             7,500          9,547        *
                     Southpacific Marketing since August
                     1993; Senior Vice President-
                     Transpacific from 1991 to August 1993

Glenn G. Taniguchi   Vice President-Schedule Planning and          16,115             7,500          8,615        *
                     Reservations since 1995; Staff Vice
                     President-Schedule Planning and
                     Reservations from 1991 to 1995

Michael P. Loo       Staff Vice President-Controller since         16,673             7,500          9,173        *
                     August 1993

C.J. David Davies    Senior Vice President-Finance and            132,678            65,000         67,678        *
                     Chief Financial Officer from 1993 to
                     May 1996
</TABLE>

__________________________

(1) Assumes that all options to acquire shares were granted on such date and 
    are exercisable immediately.  Includes shares held by Hawaiian Airlines,
    Inc. Employee Stock Plan, if any.

(2) Assumes that all options to acquire shares are exercisable immediately.

(3) Assumes that all outstanding options under the Plan are exercised and all 
    shares offered hereby are sold, that no additional shares will be acquired
    and that no shares other than those offered hereby will be sold.

*   Less than 1% of issued and outstanding shares of Common Stock.

                                      A-1

<PAGE>

                             TABLE OF CONTENTS

                                                                        Page
                                                                        ----
Risk Factors..........................................................    3
The Company...........................................................    9
Use of Proceeds.......................................................    9
Selling Shareholders..................................................    9
Plan of Distribution..................................................   10
Interest of Named Experts and Counsel.................................   10


<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents heretofore filed by the Company with the 
Commission are by this reference incorporated in and made a part of this 
Registration Statement:

    (1)  The Company's Annual Report on Form l0-K for the fiscal year ended 
December 31, 1995, including the Financial Statements and the Financial 
Statement Schedule and the Reports of KPMG Peat Marwick LLP, Independent 
Auditors filed April 1, 1996, as amended by Amendment No. 1 on Form 10-K/A 
and Amendment No. 2 on Form 10-K/A; 

    (2)  The Quarterly Report on Form 10-Q, filed May 15, 1996, for the 
period ended March 31, 1996;

    (3)  The Current Report on Form 8-K filed January 10, 1996 (date of event 
January 10, 1996);

    (4)  The Current Report on Form 8-K filed January 17, 1996 (date of event 
January 15, 1996);

    (5)  The Current Report on Form 8-K filed January 23, 1996 (date of event 
January 18, 1996);

    (6)  The Current Report on Form 8-K filed February 1, 1996 (date of event 
January 30, 1996);

    (7)  The Current Report on Form 8-K filed February 2, 1996 (dated January 
31, 1996);

    (8)  The Current Report on Form 8-K filed February 7, 1996 (dated 
February 2, 1996);

    (9)  The Registration Statement on Form S-2 filed May 30, 1996, as 
amended by Amendment No. 1 thereto filed July 12, 1996, as amended by 
Amendment No. 2 filed July 19, 1996, as amended by Amendment No. 3 filed July 
23, 1996, as amended by Amendment No 4 filed July 24, 1996, as amended by 
Amendment No. 5 filed August 1, 1996 (Registration No. 333-04817);

    (10) The Registration Statement on Form 8-A/A filed July 1, 1996; and

    (11) All documents subsequently filed by the Company pursuant to Section 
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended 
(the "Exchange Act") after the date of this Prospectus and prior to the 
filing of a post-effective amendment which indicates that all securities 
offered hereby have been sold or which deregisters all securities then 
remaining unsold.

    Any statement contained in a document 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 also is or 
is 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 SECURITIES.

    Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

    The validity of the Common Stock has been passed upon for the Company by 
Rae A. Capps, its Vice President, General Counsel and Corporate Secretary.  
Ms. Capps owns no shares of Common Stock.


                                     II-1

<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 415-5 of the Hawaii Business Corporation Act (the "Hawaii 
Indemnification Statute") provides that a corporation may indemnify any 
person who was or is a party to or is threatened to be made a party to any 
proceeding, whether civil, criminal, administrative or investigative (other 
than an action by or in the right of the corporation), by reason of the fact 
that the person was a director, officer, employee or agent of the 
corporation, or is or was serving at the request of the corporation in such a 
capacity with another enterprise (such person being hereinafter referred to 
as the "Indemnitee").  The indemnity may cover expenses (including attorneys' 
fees), judgments, fines, settlements and other amounts actually and 
reasonably incurred in connection with such proceeding if the Indemnitee 
acted in good faith and in a manner the Indemnitee reasonably believed to be 
in, or not opposed to, the best interests of the corporation and, with 
respect to any criminal action or proceedings, had no reasonable cause to 
believe the Indemnitee's conduct was unlawful.

     Section 415-48.5 of the Hawaii Business Corporation Act (the "HBCA") 
provides that a corporation does not have the power to eliminate or limit the 
personal liability of a director for (a) any breach of the director's duty of 
loyalty to the corporation or its shareholders, (b) any act or omission of 
the director not performed in good faith, or which involves intentional 
misconduct or knowing violation of the law, or which constitutes a willful or 
reckless disregard of the director's fiduciary duty, (c) the director's 
willful or negligent violation of any provision of the HBCA regarding payment 
of dividends or stock purchase or redemption, or (d) any transaction from 
which the director received an improper benefit.

     The Hawaii Indemnification Statute also provides that, in the case of an 
action or suit by or on behalf of the corporation, the corporation has the 
power to indemnify an Indemnitee against expenses (including attorneys' fees) 
actually and reasonably incurred in connection with the defense or settlement 
of such action or suit if the Indemnitee acted in good faith and in a manner 
the Indemnitee reasonably believes to be in, or not opposed to, the best 
interests of the corporation, except that no indemnification may be made in 
respect to any claim, issue or matter as to which the Indemnitee had been 
adjudged to be liable for negligence or misconduct in the performance of the 
Indemnitee's duties to the corporation unless, and only to the extent that, 
the court in which the action or suit was brought determines that, despite 
the adjudication of liability, but in view of all circumstances of the case, 
the Indemnitee is fairly and reasonably entitled to indemnity for such 
expenses as such court deems proper.  The provision does not, however, 
expressly authorize the corporation to indemnify the Indemnitee against 
judgments, fines and amounts paid in settlement arising out of a 
shareholder's derivative action.

     The Hawaii Indemnification Statute further provides that indemnification 
is mandatory with respect to expenses incurred in connection with any action, 
suit or proceeding, to the extent the Indemnitee is successful on the merits 
or otherwise in defense of any such action or claim.

     The Hawaii Indemnification Statute allows the payment by the corporation 
of expenses incurred by an Indemnitee in advance of the final disposition of 
an action, suit or proceeding if the Indemnitee provides an undertaking of 
repayment.  Additionally, it provides that the indemnity provided by the 
statute is not exclusive of any other rights to which an Indemnitee may be 
entitled under any bylaw, agreement, vote of shareholders or disinterested 
directors or otherwise.  It also provides that a corporation may purchase 
insurance for officers or directors of the corporation.

     Article VII of the Registrant's Amended Articles of Incorporation 
incorporates the provisions of the Hawaii Indemnification Statute so as to 
provide the indemnification of the Hawaii Indemnification Statute to officers 
and directors of the Company.  Article VII also provides that the indemnity 
provided thereunder is nonexclusive of any other rights of indemnification to 
which an Indemnitee may be entitled.

     In addition, the Registrant has entered into indemnification agreements 
with each of its directors and executive officers providing indemnification 
to the fullest extent permitted by law. Furthermore, the Registrant has a 
policy of directors' and officers' liability insurance which insures 
directors and officers against the cost of defense, settlement or payment of 
a judgment under certain circumstances.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

    None.


                                     II-2

<PAGE>

ITEM 8. EXHIBITS.

    EXHIBIT NO.    DESCRIPTION
    -----------    -----------
        4.1        Rights Agreement dated December 23, 1994. (1)

        4.2        Amendment No. 1 dated as of May 4, 1995 to Rights Agreement
                   dated as of December 23, 1994 by and between Hawaiian
                   Airlines, Inc. and Chemical Trust Company of California. (2)

        4.3        Amendment No. 1 to 1994 Stock Option Plan dated as of May 4,
                   1995. (2)

        4.4        Amendment No. 1 dated as of May 4, 1995 to Warrants Nos.
                   1-10. (2)

        4.5        1994 Stock Option Plan. (3)

        4.6        Rightsholders Agreement dated as of January 31, 1996, by and
                   among Hawaiian Airlines, Inc., Airline Investors Partnership,
                   L.P., AMR Corporation, Martin Anderson and Robert Midkiff.
                   (4)

        4.7        Amendment No. 2 to the Rights Agreement, as amended, dated as
                   of January 31, 1996 by and between Hawaiian Airlines, Inc.
                   and Chemical Trust Company of California. (4)

        4.8        Amendment No. 2 to 1994 Stock Option Plan, as amended, dated
                   as of December 8, 1995.  (4)

        4.9        The Company agrees to provide the Securities and Exchange
                   Commission, upon request, copies of instruments defining the
                   rights of security holders of long-term debt of the Company.

        5.1        Opinion of Rae A. Capps, Esq.

        23.1       Consent of KPMG Peat Marwick LLP

        23.2       Consent of Rae A. Capps, Esq. (included in Exhibit 5.1)

        24.1       Power of Attorney (included on Signature Pages)

        99.1       Hawaiian Airlines, Inc. 1996 Stock Incentive Plan.

        99.2       Form of Hawaiian Airlines, Inc. Nonqualified Stock Option
                   Agreement

______________________________

(1)  Previously filed with the Securities and Exchange Commission as an 
exhibit to the Company's Current Report on Form 8-K as filed January 5, 1995 
and incorporated herein by reference.

(2)  Previously filed with the Securities and Exchange Commission as an 
exhibit to the Company's Quarterly Report on Form 10-Q as filed August 14, 
1995 and incorporated herein by reference.


                                     II-3

<PAGE>

(3)  Previously filed with the Securities and Exchange Commission as an 
exhibit to the Company's Registration Statement on Form S-8 as filed November 
15, 1995 and incorporated herein by reference.

(4)  Previously filed with the Securities and Exchange Commission as an 
exhibit to the Company's Annual Report on Form 10-K as filed April 1, 1996 
and incorporated herein by reference.

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 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;

          (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 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 the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at the 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.


                                     II-4

<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 and County of Honolulu, State of 
Hawaii, on this 6th day of August, 1996.


                             HAWAIIAN AIRLINES, INC.


                             By: /s/ Bruce R. Nobles
                                 -------------------------------------
                                 Bruce R. Nobles
                                 Chairman of the Board, 
                                 President and Chief Executive Officer




                                     II-5

<PAGE>

                               POWER OF ATTORNEY

    Each person whose signature appears below constitutes and appoints Bruce 
R. Nobles, Rae A. Capps, John L. Garibaldi and Clarence K. Lyman his or her 
true and lawful attorneys-in-fact and agents, each acting alone, with full 
powers of substitution and resubstitution, for him or her and in his or her 
name, place and stead, in any and all capacities, to sign any and all 
amendments (including post-effective amendments) to this registration 
statement, and to file the same, with all exhibits thereto, and other 
documents in connection therewith, with the Securities and Exchange 
Commission, granting unto said attorneys-in-fact and agents, each acting 
alone, full powers and authority to do and perform each and every act and 
thing requisite and necessary to be done in and about the premises, as fully 
to all intents and purposes as he or she might, or could do in person, hereby 
ratifying and confirming all that said attorneys-in-fact and agents, each 
acting alone, or his or her substitute or substitutes 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 below by the following persons in the 
capacities and on the date indicated.

SIGNATURE                             TITLE                       DATE

/s/ Bruce R. Nobles          Director, President and Chief    August 6, 1996
- -------------------------    Executive Officer (Principal
(Bruce R. Nobles)            Executive Officer)

/s/ John L. Garibaldi        Executive Vice President and     August 6, 1996
- -------------------------    Chief Financial Officer
(John L. Garibaldi)          (Principal Accounting and
                             Financial Officer)

/s/ John W. Adams            Director, Chairman of the Board  August 6, 1996
- -------------------------
(John W. Adams)          

/s/ Todd G. Cole             Director                         August 6, 1996
- -------------------------
(Todd G. Cole)

/s/ Richard F. Conway        Director                         August 6, 1996
- -------------------------
(Richard F. Conway)

/s/ Robert G. Coo            Director                         August 6, 1996
- -------------------------
(Robert G. Coo)

/s/ Carol A. Fukunaga        Director                         August 6, 1996
- -------------------------
(Carol A. Fukunaga)

/s/ William Boyce Lum        Director                         August 6, 1996
- -------------------------
(William Boyce Lum)

/s/ Richard K. Matros        Director                         August 6, 1996
- -------------------------
(Richard K. Matros)

/s/ Reno F. Morella          Director                         August 6, 1996
- -------------------------
(Reno F. Morella)

/s/ Samson Poomaihealani     Director                         August 6, 1996
- -------------------------
(Samson Poomaihealani)

/s/ Edward Z. Safady         Director                         August 6, 1996
- -------------------------
(Edward Z. Safady)


                                     II-6
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 76960}]
{"company-data": {"conformed-name": "HAWAIIAN AIRLINES INC/HI", "cik": "0000046205", "assigned-sic": "4512", "irs-number": "990212598", "state-of-incorporation": "HI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09673", "film-number": "96604624"}, "business-address": {"street1": "3375 KOAPAKA ST", "street2": "STE G350", "city": "HONOLULU", "state": "HI", "zip": "96819", "phone": "8088353700"}, "former-company": [{"former-conformed-name": "HAL INC /HI/", "date-changed": "19920703"}, {"former-conformed-name": "HAWAIIAN AIRLINES INC", "date-changed": "19850314"}, {"former-conformed-name": "INTER ISLAND AIRWAYS LTD", "date-changed": "19670920"}]}
As filed with the Securities and Exchange Commission on August 6, 1996
                                                   Registration No. 333-______

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                             ---------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                             ---------------------
                            HAWAIIAN AIRLINES, INC.
             (Exact Name of Registrant as Specified in Its Charter)
                             ---------------------
                 HAWAII                                      99-0042880
    (State or Other Jurisdiction of                       (I.R.S. Employer
    Incorporation or Organization)                       Identification No.)
                             ---------------------

          3375 Koapaka Street
              Suite G350
           Honolulu, Hawaii                                     96819
(Address of Principal Executive Offices)                      (Zip Code)
                             ---------------------
                            HAWAIIAN AIRLINES, INC.
                     1996 STOCK INCENTIVE PLAN, AS AMENDED
                            (Full Title of the Plan)
                             ---------------------
                                 Rae A. Capps
            Vice President, General Counsel and Corporate Secretary
                              3375 Koapaka Street
                                  Suite G350
                            Honolulu, Hawaii  96819
                    (Name and Address of Agent For Service)
                             ---------------------
                                 (808) 835-3700
          Telephone Number, Including Area Code, of Agent For Service
                             ---------------------
                                WITH A COPY TO:
                              Joseph Salamunovich
                          Gibson, Dunn & Crutcher LLP
                             333 South Grand Avenue
                         Los Angeles, California  90071
                                 (213) 229-7388
                             ---------------------
                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
                                     Proposed Maximum   Proposed Maximum   Amount of
Title of Securities    Amount to    Offering Price Per     Aggregate      Registration
 to be Registered    be Registered        Share          Offering Price       Fee
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
Common Stock         2,000,000 (1)    $(2)               $7,160,000.00(2)  $2,469.00(2)
- --------------------------------------------------------------------------------------
Preferred Stock
Purchase Rights      2,000,000 (3)       $ 0.00             $ 0.00           $ 0.00
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
(1) These shares are reserved for issuance pursuant to awards in the 
    Hawaiian Airlines, Inc. 1996 Stock Incentive Plan, as amended (the 
    "Plan").  Pursuant to Rule 416, also being registered are additional 
    shares of Common Stock as may become available under the Plan through 
    the operation of anti-dilution provisions.

(2) Estimated in accordance with Rule 457(h) and Rule 457(c) of the 
    Securities Act of 1933, as amended solely for the purpose of calculating 
    the registration fee, as follows:  $1,625,000 with respect to 500,000 
    shares of Common Stock that are currently under option, based on the 
    price of $3.25 at which the options may be exercised; and $5,535,000
    with respect to 1,500,000 shares of Common Stock, based on a price
    of $3.69 per share, the average of the high and low trading
    prices of the Common Stock of Hawaiian Airlines, Inc. (the 
    "Company") on the American Stock Exchange on August 5, 1996.

(3) These Preferred Stock Purchase Rights attach to each share of Common 
    Stock upon issuance.
EXPLANATORY NOTE

    This Registration Statement is being filed by Hawaiian Airlines, 
Inc. ("Hawaiian" or the "Company") in order to register 2,000,000 shares 
of Common Stock (the "Common Stock" or the "Securities") which have been 
reserved for issuance under the Hawaiian Airlines, Inc. 1996 Stock 
Incentive Plan, as amended (the "Plan") (including 2,000,000 Preferred 
Stock Purchase Rights (the "Rights"), one of which attaches to each 
share of Common Stock issued, pursuant to the Rights Agreement dated as 
of December 23, 1994, as amended by and between the Company and Chemical 
Trust Company of California, as Rights Agent).  The additional shares of 
Common Stock that may become available for purchase in accordance with 
the provisions of the Plan in the event of certain changes in the 
outstanding shares of Common Stock of Hawaiian, including, among other 
things, stock dividends, stock splits, reverse stock splits, 
reorganizations and recapitalizations, are also being registered.

    The material which immediately follows constitutes a reoffer 
prospectus, prepared on Form S-3, in accordance with General Instruction 
C to Form S-8, to be used in connection with resales of Securities 
acquired under the Plan by persons who may be considered affiliates of 
Hawaiian, as defined in Rule 405 under the Securities Act of 1933, as 
amended.
REOFFER PROSPECTUS

                            HAWAIIAN AIRLINES, INC.
                                  Common Stock
                                ($.01 par value)
                                2,000,000 Shares

    This Prospectus relates to 2,000,000 shares of Common Stock, par value 
$.01 per share ("Common Stock" or the "Securities") (including 2,000,000 
Preferred Stock Purchase Rights (the "Rights"), one of which attaches to each 
share of Common Stock issued, pursuant to the Rights Agreement dated as of 
December 23, 1994, as amended by and between the Company and Chemical Trust 
Company of California, as Rights Agent), of Hawaiian Airlines, Inc., a 
Hawaiian corporation ("Hawaiian" or the "Company") which have previously been 
issued or may in the future be issued pursuant to awards granted under the 
Hawaiian Airlines, Inc. 1996 Stock Incentive Plan, as amended (the "Plan") 
to, and which may be offered for resale from time to time by, certain 
employees of the Company named in "Selling Shareholders" and Annex 1 hereto 
(the "Selling Shareholders").

    The Company will not receive any of the proceeds from the sale of the 
Common Stock offered hereby. The Company will pay all of the expenses 
associated with this Prospectus.  The Selling Shareholders will pay all 
selling and other expenses, if any, associated with any sale of the 
Securities.

    See "Risk Factors" for certain considerations relevant to an investment 
in the Securities.

    The Common Stock is listed on the American Stock Exchange and the Pacific 
Stock Exchange (Symbol: HA).

                              --------------------

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

                              --------------------

                 The date of this Prospectus is August 6, 1996.
AVAILABLE INFORMATION

    The Company has filed a Registration Statement on Form S-8 relating to 
the Plan (the "Registration Statement") with the Securities and Exchange 
Commission (the "Commission") under the Securities Act of 1933, as amended 
(the "Securities Act"), with respect to the Securities covered by this 
Prospectus.  This Prospectus omits certain information and exhibits included 
in the Registration Statement, a copy of which may be obtained upon payment 
of a fee prescribed by the Commission or may be examined free of charge at 
the principal office of the Commission in Washington, D.C.

    The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in 
accordance therewith files reports, proxy statements and other information 
with the Commission.  Such reports, proxy statements and other information 
filed with the Commission by the Company can be inspected and copied at the 
public reference facilities maintained by the Commission at 450 Fifth Street, 
N.W., Washington, D.C. 20549, and at the regional offices of the Commission 
located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60606-2511 
and at 7 World Trade Center, Suite 1300, New York, New York 10048.  Copies of 
such material can be obtained from the Public Reference Section of the 
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed 
rates.

    The Company's Common Stock is listed on the American Stock Exchange and 
the Pacific Stock Exchange (Symbol: HA), and reports and information 
concerning the Company can be inspected at such exchanges, 86 Trinity Place, 
New York, New York 10006 and 301 Pine Street, San Francisco, California 
94104, respectively.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    The following documents heretofore filed by the Company with the 
Commission are by this reference incorporated in and made a part of this 
Prospectus:

    (1) The Company's Annual Report on Form l0-K for the fiscal year ended 
December 31, 1995, including the Financial Statements and the Financial 
Statement Schedule and the Reports of KPMG Peat Marwick LLP, Independent 
Auditors filed April 1, 1996, as amended by Amendment No. 1 on Form 10-K/A 
and Amendment No. 2 on Form 10-K/A; 

    (2) The Quarterly Report on Form 10-Q, filed May 15, 1996, for the period 
ended March 31, 1996;

    (3) The Current Report on Form 8-K filed January 10, 1996 (date of event 
January 10, 1996);

    (4) The Current Report on Form 8-K filed January 17, 1996 (date of event 
January 15, 1996);

    (5) The Current Report on Form 8-K filed January 23, 1996 (date of event 
January 18, 1996);

    (6) The Current Report on Form 8-K filed February 1, 1996 (date of event 
January 30, 1996);

    (7) The Current Report on Form 8-K filed February 2, 1996 (dated January 
31, 1996);

    (8) The Current Report on Form 8-K filed February 7, 1996 (dated February 
2, 1996);

    (9) The Registration Statement on Form S-2 filed May 30, 1996, as amended 
by Amendment No. 1 filed July 12, 1996, as amended by Amendment No. 2 filed 
July 19, 1996, as amended by Amendment No. 3 filed July 23, 1996, as amended 
by Amendment No. 4 filed July 24, 1996, as amended by Amendment No. 5 filed 
August 1, 1996 (Registration No. 333-04817);

    (10) The Registration Statement on Form 8-A/A filed July 1, 1996; and

    (11) All documents subsequently filed by the Company pursuant to Section 
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended 
(the "Exchange Act") after the date of this Prospectus and prior to the 
filing of a post-effective amendment which indicates that all securities 
offered hereby have been sold or which deregisters all securities then 
remaining unsold.

    Any statement contained in a document incorporated or deemed to be 
incorporated by reference herein shall be deemed to be modified or superseded 
for purposes of this Prospectus to the extent that a statement contained 
herein or in any other subsequently filed document which also is or is deemed 
to be incorporated by reference herein modifies or supersedes such

                                      2
statement.  Any such statement so modified or superseded shall not be deemed, 
except as so modified or superseded, to constitute a part of this Prospectus.

    Copies of all documents which are incorporated herein by reference (not 
including the exhibits to such documents, unless such exhibits are 
specifically incorporated by reference into such documents or into this 
Prospectus) will be provided without charge to each person, including any 
beneficial owner, to whom this Prospectus is delivered, upon a written or 
oral request to Hawaiian Airlines, Inc., Attention:  Corporate Secretary, 
3375 Koapaka St., Suite G350, Honolulu, Hawaii 96819, telephone number (808) 
835-3700.

RISK FACTORS

    PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS, IN 
ADDITION TO THE OTHER INFORMATION CONTAINED IN AND INCORPORATED INTO THIS 
PROSPECTUS, THE FOLLOWING INFORMATION BEFORE PURCHASING THE SECURITIES 
OFFERED HEREBY.   THE ORDER IN WHICH THESE CONSIDERATIONS ARE PRESENTED 
SHOULD NOT BE INTERPRETED AS BEING INDICATIVE OF THEIR RELATIVE IMPORTANCE TO 
PARTICULAR INVESTORS.

ABILITY OF COMPANY TO CONTINUE AS A GOING CONCERN

    In 1995, the Company reported an operating loss and net loss for the 
ninth consecutive year.  The independent auditors' report with respect to the 
Company's 1995 financial statements stated that the Company's recurring 
losses from operations, working capital deficit and limited sources of 
additional liquidity raise substantial doubt about the Company's ability to 
continue as a going concern.  The financial statements as of and for the year 
ended December 31, 1995, were prepared on a going concern basis, which 
assumes continuity of operations and realization of assets and liquidation of 
liabilities in the ordinary course of business.  The financial statements do 
not include any adjustments relating to the recoverability and classification 
of recorded asset amounts, or the amounts and classification of liabilities 
that might be necessary as a result of the outcome of future uncertainties.  
Management recognizes that the continuation of the Company as a going concern 
is dependent upon the achievement of profitability, positive cash flow from 
operations and the generation of adequate funds to meet its ongoing 
obligations.  In the first quarter of 1996, the Company increased its capital 
resources through a $20 million equity infusion from Airline Investors 
Partnership, L.P. (the "AIP Investment") and related agreements with American 
Airlines, Inc. ("American") and the Company's labor unions.  Nonetheless, at 
March 31, 1996 the Company had a working capital deficit of $21.7 million.  
The Company continues to seek additional liquidity to improve its working 
capital position through a proposed distribution of rights to purchase Common 
Stock to its existing shareholders other than AIP, optionholders and 
employees (the "Rights Offering") and to additional investors (the "Investor 
Offering").  However, no assurance can be given that the Rights Offering and 
Investor Offering will be successful or that the Company will be able to 
generate net income in the future. 

LIMITED LIQUIDITY AND CAPITAL RESOURCES; HIGH DEGREE OF FINANCIAL AND 
OPERATING LEVERAGE

    The Company emerged from bankruptcy in September 1994 with limited 
capital resources.  In January 1996, the Company was contemplating that it 
might have to re-enter bankruptcy and halt operations if it could not 
complete the $20 million AIP Investment, which was completed on January 31, 
1996.  Prior to the AIP Investment, the Company's liquidity was limited to 
payment deferrals from existing creditors such as American and promotional 
ticket sales.  Although promotional ticket sales increase current liquidity, 
they also increase air traffic liability, which can adversely affect yields 
(fare levels) and revenues, as well as liquidity in future periods. Although 
the AIP Investment and certain related transactions have substantially 
increased the Company's capital resources, the Company is seeking additional 
liquidity through the Rights Offering, the Investor Offering and other 
sources in order to augment its current and foreseeable capital resources.  
The Rights Offering and the Investor Offering are intended to raise a minimum 
of $25 million of gross proceeds as part of the Company's on-going efforts to 
improve its liquidity. However, there can be no assurances that the Rights 
Offering and the Investor Offering will be successfully completed.  If the 
Company is unsuccessful in obtaining additional sources of liquidity, an 
adverse change in events and circumstances could result in the Company being 
unable to meet its financial obligations after it exhausts its current and 
foreseeable capital resources.  Although the Company currently has no 
significant capital expenditure commitments, the Company plans to make 
approximately $11.4 million of necessary capital expenditures in the ordinary 
course of business in 1996 using internally generated funds and specific 
project financing provided by the State of Hawaii. On April 29, 1996, the 
Company's credit facility provided by CIT Group/Credit Finance, Inc. (the 
"Credit Facility") was amended to increase the borrowing capacity thereunder 
from $8.2 million to $15.0 million.  As of April 30, 1996, the Company had 
$7.3 million of borrowing capacity under the Credit Facility.  The Company's 
access to other sources of debt financing is limited because it does not have 
any unencumbered assets.  Moreover, there

                                      3
can be no assurances that the Company can achieve or sustain profitable 
operations or, if necessary, that sufficient additional financing can be 
obtained.  See "Seasonality" below.    

    The degree to which the Company is leveraged could have adverse 
consequences, including (i) the Company's ability to obtain additional 
financing in the future for working capital, capital expenditures or other 
purposes is limited, (ii) the Company's degree of leverage and related debt 
service obligations, as well as its obligations under operating leases for 
aircraft, may make it more vulnerable than some of its competitors in an 
economic downturn, and (iii) the Company's financial position may restrict 
its ability to pursue new business opportunities and limit its flexibility in 
responding to changing business conditions.

    As is characteristic of the airline industry, the Company is subject to a 
high degree of financial and operating leverage.  Due to high fixed costs, 
the expenses of each flight do not vary proportionately with the number of 
passengers carried, but the revenues 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 and would adversely affect 
liquidity.

COMPETITION

    The Company faces substantial competition from other well-established 
airlines that serve the same routes that the Company serves. The Company's 
competitors on its Transpac routes, primarily United Airlines, Inc. 
("United"), Delta Airlines, Inc. ("Delta") and Northwest Airlines, Inc. 
("Northwest"), and to a lesser extent Continental Airlines, Inc. 
("Continental") and American, are larger and have substantially greater name 
recognition and resources than the Company.  The Company believes that 
Transpac competition is primarily based on fare levels, flight frequency, 
on-time performance and reliability, name recognition, frequent flyer 
programs, customer service and in-flight service.  The Company also 
experiences competition on its Transpac routes from various charter 
operations.  Charter carriers' competitive position is enhanced by 
contractual relationships with tour operators.  The Company's primary 
competitor on its Interisland routes is Aloha Airlines, Inc. ("Aloha"), which 
has the leading market share in the Interisland market and a marketing 
relationship with United (including a code sharing arrangement and frequent 
flyer program participation).  The Company believes that Interisland 
competition is primarily based on fare levels, flight frequency, on-time 
performance and reliability, name recognition, frequent flyer programs, 
customer service and aircraft type.

    The Airline Deregulation Act of 1978, recodified into the Transportation 
Act, has substantially eliminated government authority to regulate domestic 
routes and fares, and has increased the ability of airlines to compete with 
respect to destination, flight frequencies and fares.  Airline profit levels 
are highly sensitive to adverse changes in fuel costs, average yield and 
passenger demand.  The emergence in recent years of several new carriers, 
typically with low cost structures, has further increased the competitive 
pressures on U.S. airlines.  The only significant barriers to entry in the 
U.S. airline industry are government licensing, the limited availability of 
flight slots, the need for capital and an increased number of competitors.  
The commencement of service by new carriers on the Company's routes could 
negatively impact the Company's operating results.  Competing airlines have, 
and may in the future, undercut the Company's fares and increased capacity on 
routes beyond market demand in order to increase their market shares.  Such 
activity by other airlines could reduce fares or passenger traffic to levels 
where the Company could not be both competitive and profitable.  Due to its 
smaller size and limited resources and liquidity, the Company may be less 
able to withstand aggressive marketing tactics or a prolonged fare war 
initiated by its competitors.  Although the domestic airline industry has at 
present abandoned deeply discounted general pricing structures, and fare 
levels have continued to increase from 1992 levels, significant industry-wide 
discounts could be reintroduced at any time.  The introduction of broadly 
available, deeply discounted fares by a major U.S. airline would result in 
lower yields for the entire industry and could have a material adverse effect 
on the Company's operating results.

    Recent announcements of capacity increases to Hawaii by domestic carriers 
may affect pricing levels on the Company's Transpac routes.  Charter carriers 
have increased capacity from secondary markets in the western portion of the 
United States and United has scheduled an additional 9,000 seats per week 
from Japan and the U.S. mainland, with the bulk of that capacity dedicated to 
its San Francisco and Los Angeles routes.  Subsequent announcements by United 
of direct service from Los Angeles to Kona and Maui are believed to be in 
addition to the 9,000 seats mentioned above.  The increasing presence of 
charter carriers and United's expanded capacity are examples of the 
competitive pricing and capacity issues facing the Company in the future.  
Management is not able to predict the impact of these competitive pressures 
on the Company's operations.

                                      4
AIRLINE INDUSTRY CONDITIONS

    The airline industry is a highly cyclical business with substantial 
volatility. Airlines frequently experience short-term cash requirements 
caused by both seasonal fluctuations in traffic, which often put a drain on 
cash during off-peak periods, and other factors that are not necessarily 
seasonal, including the extent and nature of price and other 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 airline travel is discretionary, the 
industry tends to experience adverse financial results in general economic 
downturns.  Accordingly, airlines require substantial liquidity to sustain 
continued operations under most conditions.  See "Limited Liquidity and 
Capital Resources; High Degree of Financial and Operating Leverage" above.

    Since the commencement of deregulation in 1978, the U.S. airline industry 
has become extremely competitive and volatile.  Increased competition, rising 
operational costs and pricing pressures have created financial difficulties 
for most airlines leading to the U.S. airline industry having suffered 
unprecedented losses in recent years.  As a result, many airlines have been 
acquired or forced to restructure (as was the case with the Company) or have 
ceased operations.  Although the industry produced a profit for 1995, no 
assurance can be given that this performance can be sustained in the future.  
The Company has had a net loss in each of 1995 and the preceding eight years.

DEPENDENCE ON HAWAIIAN TOURISM

    Since the Company's operations are limited almost exclusively to flights 
to, from and among, the Hawaiian Islands, the Company's profitability is 
linked to the number of travelers to, from and among the Islands and a 
material reduction in the number of such travelers would have a material 
adverse effect on the Company's operations.  Tourists constitute a majority 
of the travelers to Hawaii.  Because tourism levels are related to 
discretionary income, the level of Hawaiian tourism is affected by the 
strength of the economies in the areas from which tourists to Hawaii 
typically originate.  Hawaiian tourism is also dependent upon the popularity 
of Hawaii as a tourist destination and negative events such as Hurricane 
Iniki and the availability of other tourist destinations and opportunities 
could reduce tourist interest in Hawaii.  In addition, from time to time, 
various events such as the Persian Gulf War and industry-specific problems 
such as strikes have had a negative impact on tourism in Hawaii.  After 
reaching its peak in 1990, the Hawaii tourism industry experienced three 
consecutive years of decline.  Although tourist counts have shown year over 
year improvements in 1994 and 1995, local economists do not expect Hawaii 
tourism to return to pre-1991 levels until 1997.  No assurance can be given 
that the level of tourism traffic to Hawaii will in fact return to such 
levels or that it will not decline in the future.  A decline in the level of 
Hawaii tourism traffic could have a material adverse effect on the Company's 
operations.

     Preliminary results from the Hawaii Visitors Bureau indicate that of the 
total number of visitors to Hawaii in 1995, approximately 40% came from Asia, 
most of whom came from Japan, and approximately 19% came from California.  In 
recent years Japan and California have experienced the worst recession each 
region has experienced since the 1940s.  As a result, the number of visitors 
from Asia declined in 1992 and again 1993, and the number of visitors from 
California declined in each of 1991, 1992 and 1993 and is still below the 
peak number in 1990.  A substantial decline in the number of visitors from 
either Japan or California could have a material adverse effect on the 
Company's operations.

SEASONALITY 

    The Company's results are sensitive to seasonal and cyclical volatility 
primarily due to seasonal leisure and holiday travel.  Traffic levels are 
typically lowest in the first quarter of the year with strong travel periods 
during June, July, August and December.  Because certain of the Company's 
costs do not vary significantly regardless of traffic levels, such 
seasonality substantially affects the Company's profitability and liquidity.  
See "Limited Liquidity and Capital Resources; High Degree of Financial and 
Operating Leverage" above.

AIRCRAFT OPERATIONS

    FUEL COSTS.  Fuel costs,  which represent a significant portion of the 
Company's operating costs (approximately 16% for 1995), are volatile.  For 
example, the Company's average fuel cost per gallon (excluding taxes) in the 
first quarter of 1996 was 9.7% higher than its average fuel cost in the first 
quarter of 1995.  Fuel prices are influenced by, among other factors, 
economic and political factors and events throughout the world and applicable 
fuel taxes, and the Company can neither predict nor control near- or 
longer-term fuel prices.  Significant changes in fuel costs would materially 
affect the Company's operating results.

                                      5
Furthermore, changes in fuel prices may have a greater impact on the Company 
than certain of its Transpac competitors with more modern, fuel efficient 
aircraft.  See "Reliance on Third Parties" below. 

    MAINTENANCE COSTS; AIRCRAFT AGE.  Aircraft maintenance costs represent 
another significant operating cost for the Company (approximately 17% for 
1995) that will increase as the Company's aircraft increase in age.  The 
average age of the Company's DC-10 aircraft is 23 years and its DC-9 aircraft 
is 18 years.  The Company intends to replace some or all of its existing 
aircraft with replacement aircraft in the next decade in order to reduce 
maintenance costs and achieve other operating efficiencies, although no 
assurance can be given that the Company will have the capital necessary to 
replace such aircraft.

    LEASED AIRCRAFT.  The Company owns two DC-9-50 aircraft and leases eleven 
DC-9-50s and nine DC-10-10s pursuant to leases that expire at various times 
between 1996 and 2004.  Two of the DC-10s are leased from American pursuant 
to short-term leases, which can be terminated by American on 30 days notice.  
In order to maintain its current operations, the Company will need to renew 
its leases as they expire or purchase or lease replacement aircraft and, if 
the Company decides to expand operations, the Company will need to purchase 
or lease additional aircraft.  There can be no assurance that lease renewals, 
additional aircraft leases or aircraft purchases will be available on 
favorable terms or that the Company will have sufficient capital resources to 
lease or purchase additional aircraft.

    LIMITED FLEET.  The Company's fleet consists of 22 aircraft (including 
one DC-10 being used on a temporary basis to permit the scheduled overhaul of 
six of the other DC-10s during 1996).  In the event one or more of the 
Company's aircraft were to be out of service, the Company may have difficulty 
completing its scheduled or chartered service.  Any interruption of service 
caused by the unavailability of aircraft due to unscheduled servicing or 
repair or otherwise, or lack of availability of substitute aircraft, could 
have a material adverse effect on the Company's service, reputation and 
profitability.  As is customary in the airline industry, the Company does not 
have business interruption insurance.

RELIANCE ON THIRD PARTIES

    The Company has entered into agreements with contractors, including 
American, Northwest and certain other airlines, to provide certain facilities 
and services required for its operations, including aircraft, reservations, 
computer services, frequent flyer program, aircraft maintenance, passenger 
processing, fuel, ground facilities, baggage and cargo handling and personnel 
training.  This reliance on third parties to provide services subjects the 
Company to various risks, including the risk that such services could be 
discontinued without adequate replacement services being available.

    The Company leases all of its DC-10 aircraft from American.  American 
maintains these aircraft and the Company pays a minimum monthly charge for 
maintenance services, monthly in arrears.  During 1995, the Company incurred 
in excess of $45 million of lease and maintenance expenses under the American 
DC-10 aircraft leases.  American has the right to terminate its obligation to 
provide aircraft maintenance services on and after January 1, 1999, upon 180 
days prior notice.  If American terminated the maintenance arrangement, the 
Company would have to seek an alternate source of maintenance service or 
maintain its DC-10s itself, and no assurance can be given that the Company 
would be able to do so on a basis that is as cost-effective as the American 
maintenance arrangement.

    The Company participates in American's AAdvantage-Registered Trademark- 
frequent flyer program and SABRE-Registered Trademark- reservation system, 
which make the Company more competitive.  The Company's participation in the 
AAdvantage-Registered Trademark- program expires in 1997, subject to renewal, 
and its participation in SABRE-Registered Trademark- expires in 2001.  The 
Company's inability to continue in these programs or participate in 
comparable programs offered by other airlines could have a material adverse 
effect on the Company's operations.

    The Company purchases almost all of its aviation fuel from Northwest 
without mark-up pursuant to an agreement between the two companies, which 
provides that, in case of shortages, Northwest will provide fuel to its own 
fleet first and then a portion of the remaining fuel available will be 
allocated between the Company and any other applicable airlines.  The 
agreement is renewed automatically on December 31 of each year unless 
canceled by either of the parties with 90 days prior written notice.  No 
assurance can be given that the Company would be able to secure an adequate 
supply of fuel from alternate sources if a fuel shortage were to cause the 
supply from Northwest to be inadequate or if Northwest were to cancel the 
agreement.  The Company paid Northwest approximately $44.1 million, $43.9 
million and $53.0 million for the fuel supplied under this agreement in 1993, 
1994 and 1995, respectively.

    Approximately 74% of the Company's ticket sales are currently made by 
travel agents, including wholesalers.  Travel agents generally have a choice 
between one or more airlines when booking a customer's flight.  Accordingly, 
any effort by

                                      6
travel agencies to favor another airline or to disfavor the Company could 
adversely affect the Company.  Although management intends to continue to 
offer an attractive and competitive product to travel agencies and to 
maintain favorable relations with travel agencies, there can be no assurance 
that travel agencies will not disfavor the Company or favor other airlines in 
the future, either of which could have an adverse effect on the Company's 
operations.

INSURANCE COVERAGE

    The Company is exposed to potential losses that may be incurred in the 
event of an aircraft accident.  Any such accident could involve not only 
repair or replacement of a damaged aircraft and its consequent temporary or 
permanent loss of service, but also significant potential claims of injured 
passengers and others.  The Company is required by the U.S. Department of 
Transportation (the "DOT") to carry liability insurance on each of its 
aircraft.  The Company currently maintains public liability insurance which 
management believes is adequate and consistent with current industry 
practice.  However, there can be no assurance that the amount of such 
coverage will not be changed or that the Company will not bear substantial 
losses from accidents.  Substantial claims resulting from an accident in 
excess of related insurance coverage could have a material adverse effect on 
the Company.

REGULATORY MATTERS; TICKET TAXES

    As a certificated air carrier, Hawaiian Airlines is subject to the 
regulatory jurisdiction of the DOT and the Federal Aviation Administration 
(the "FAA").  To assure compliance with their regulations, the DOT and the 
FAA require air carriers to obtain certain certificates, which may be 
suspended or revoked for cause. The DOT has continuing jurisdiction to review 
the fitness of air carriers to hold a certificate of public convenience and 
necessity. It may review the carrier's fitness at any time and impose fines 
or other sanctions for violations of the Transportation Act or DOT 
regulations. The FAA also conducts safety audits and has the power to impose 
fines and other sanctions for violations of aviation safety and security 
regulations. Hawaiian Airlines, as are all airlines, is subject to 
inspections by the FAA in the normal course of its business on an ongoing 
basis.  In the last several years, the FAA has issued to the airline industry 
a number of maintenance directives and other regulations.  The Company has 
incurred and expects to continue to incur substantial expenditures for the 
purpose of complying with these directives and regulations.

    Additional laws and regulations have been proposed from time to time that 
could significantly increase the cost of airline operations by, for instance, 
imposing additional requirements or restrictions on operations.  Laws and 
regulations also have been considered from time to time that would prohibit 
or restrict the ownership and/or transfer of airline routes or takeoff and 
landing slots.  Also, the award of international routes to U.S. carriers (and 
their retention) is regulated by the DOT and treaties and related agreements 
between the United States and foreign governments, which are amended from 
time to time.  The Company cannot predict what laws and regulations will be 
adopted or what changes to international air transportation treaties will be 
effected, if any, or how they will affect the Company.

    Prior to 1996, the airline industry was subject to a 10% excise tax on 
each ticket sold (other than Transpac flights), a 6.25% cargo excise tax and 
a $6 international departure tax (including Transpac flights).  Efforts are 
underway to encourage the United States Congress to re-enact legislation 
authorizing these excise taxes or to impose user fees in lieu of such taxes. 
The Senate has approved a bill to reinstate the excise taxes, and it is 
reported that House and Senate negotiators have agreed in principle to 
reinstate the excise taxes.  If these taxes are reinstated, the Company would 
either have to absorb the excise taxes or user fees, which would adversely 
affect operating results, or raise ticket prices and cargo transportation 
fees in order to offset the excise taxes or user fees.  If the Company were 
to raise ticket prices and cargo transportation fees, there is no assurance 
that the Company would be able to maintain such increases or that operating 
results would not be adversely affected by the increases.

LABOR AGREEMENTS

    The majority of Hawaiian Airlines' employees are covered by collective 
bargaining agreements, which are not amendable until February 2000, with the 
International Association of Machinists and Aerospace Workers ("IAM"), the 
Air Line Pilots Association, International ("ALPA"), the Association of 
Flight Attendants ("AFA"), the Transport Workers Union ("TWU") and the 
Communications Section Employees Union.  As a result of the unionization of 
its employees, the Company's flexibility in dealing with its employees may be 
restricted, thereby resulting in an increase in costs.  In the event of work 
stoppages or other labor difficulties, operations of the Company may be 
hampered or halted, which could have a material adverse effect on the 
reputation and operations of the Company.

                                      7
CONTROL OF THE COMPANY

    AIP owned 69% of the issued and outstanding Common Stock as of July 3, 
1996 and through such ownership is able to control all actions to be taken by 
the shareholders of the Company, except in the limited case where Hawaii law 
requires shareholder action to be approved by 75% of the outstanding Common 
Stock.  John W. Adams, Chairman of the Board of Directors of the Company, is 
an executive officer and the sole stockholder of the general partner of AIP 
and thereby controls the voting of AIP's shares. After giving effect to the 
issuance of approximately 16,500,000 shares of Common Stock pursuant to the 
Plan of Reorganization, the exercise in full of the AMR Warrants and the 
Reorganization Warrants, the exercise in full of the options outstanding 
under the 1994 Stock Option Plan, as amended, the exercise in full of the 
Rights and the consummation of the Investor Offering (including the issuance 
of the additional standby shares therein), AIP would own approximately 42% of 
the Common Stock.  However, even at such time as sufficient shares of Common 
Stock have been issued to cause AIP to hold less than 50% of the Common 
Stock, its voting power would still be substantially greater than that of any 
other existing shareholder.  Pursuant to the Company's Amended Bylaws (the 
"Bylaws"), until AIP ceases to own at least 35% of the Common Stock, it has 
the right to nominate six of the 11 nominees to stand from time to time for 
election as directors of the Company.  If AIP's ownership of Common Stock 
were to fall below 35%, its right to nominate directors would be reduced but 
would not be eliminated until AIP's ownership was reduced below 5%.  
Thereafter, AIP will not have the right to nominate individuals to the Board 
unless it reacquires at least 5% of the Common Stock within 365 days.

   In addition, ALPA, IAM and AFA have the right, pursuant to their 
respective collective bargaining agreements and the Bylaws, to nominate three 
of the remaining five nominees to stand from time to time for election as 
directors, thereby leaving the Board of Directors with the authority to 
nominate only two of the director nominees.  AIP has agreed to vote its 
shares of Common Stock in favor of the labor unions' nominees.

    Of the two positions on the Board of Directors as to which AIP and the 
labor unions do not have the right to nominate nominees, (i) one is required 
to be an outside director, defined as one who is not employed by the Company 
and is not affiliated with the Company's labor unions, AIP or American, and 
(ii) the other is required to be a senior management official of the Company. 

ANTITAKEOVER MATTERS

    As a result of AIP's substantial ownership interest in the Common Stock, 
it may be more difficult for a third party to acquire the Company.  A 
potential buyer would likely be deterred from any effort to acquire the 
Company absent the consent of AIP or its participation in the transaction.

     The Company is subject to Section 415-73 of the Hawaii Business 
Corporation Act, which restricts mergers and consolidations.  Subject to 
certain exceptions, unless the Board of Directors and the holders of at least 
75% of all the issued and outstanding voting stock of the Company approve a 
merger or consolidation, Section 415-73 prohibits such a transaction.

     The Company's Amended Articles of Incorporation (the "Articles of 
Incorporation") and the Bylaws include a number of provisions that may have 
the effect of discouraging persons from pursuing non-negotiated takeover 
attempts.  These provisions include (i) a restriction on action by written 
consent of the shareholders, unless such consent is unanimous, (ii) a 
prohibition on cumulative voting, (iii) certain qualifications for directors 
and (iv) restrictions on the filling of vacancies of directors.

     The Articles of Incorporation authorize the issuance of up to 2,000,000 
shares of preferred stock by the Company with such preferences, rights and 
restrictions as may be determined by the Board of Directors.  Accordingly, 
the Board of Directors may, without shareholder approval, issue preferred 
stock with dividend, liquidation, conversion, voting or other rights that 
could adversely affect the rights of holders of the Common Stock.  The 
issuance of shares of preferred stock may have the effect of rendering more 
difficult or discouraging an acquisition of the Company or a change in 
control of the Company.

     The Company has in place a shareholders' rights plan, which provides 
that, subject to certain discretion of the Board of Directors, in the event 
that the Company is acquired in certain transactions or in the event of 
certain acquisitions of the Company's common stock that would cause the 
acquirer to own more than 10% of the outstanding common stock, the Company 
(or the surviving corporation in a merger in which the Company was not the 
survivor) would issue to the Company's shareholders, other than the acquirer, 
additional shares of common stock of the Company (or the survivor) at a 
discount, thereby substantially

                                      8
diluting the acquirer's interest.  The AIP Investment was expressly excluded 
from the application of the shareholders' rights plan through an amendment to 
the plan adopted by the Board of Directors at the time of the AIP Investment. 

DIVIDENDS

    The Company has not paid cash dividends on its common stock in the last 
several years and has no plans to do so in the foreseeable future.  The 
Company intends to retain its earnings, if any, to finance the development 
and growth of its business.  Moreover, the Company is prohibited from paying 
dividends by the terms of the Credit Facility.  The American Note limits the 
Company's ability to pay dividends.

MARKET CONSIDERATIONS; VOLATILITY OF STOCK PRICE

    Since the Company emerged from bankruptcy and the Common Stock 
recommenced trading on the AMEX and the PSE in June 1995, the price range of 
the Common Stock has varied widely and the price of the Common Stock may be 
subject to significant fluctuation in the future.  

RESALE RESTRICTIONS ON OPTIONS

    The Options will be subject to a lock-up agreement and may not be 
transferred during the 90-day period following the expiration date of the 
Rights Offering.

EFFECT ON THE COMPANY'S NET OPERATING LOSS CARRYOVERS

    The Company believes that substantially all of its net operating losses 
("NOLs"), as computed for federal income tax purposes, are currently subject 
to limitation under Section 382 of the Internal Revenue Code.  In the event 
an ownership change (as defined in Section 382) of the Company were to occur 
in the future, the ability of the Company to utilize NOLs incurred prior to 
that ownership change could be subject to additional limitations under 
Section 382 an ownership change of the Company, which in turn could increase 
the future tax liabilities of the Company.

    THE BOARD OF DIRECTORS OF THE COMPANY DOES NOT MAKE ANY RECOMMENDATION TO 
INVESTORS WITH RESPECT TO WHETHER AN OPTIONHOLDER SHOULD EXERCISE OPTIONS TO 
PURCHASE SHARES OF THE COMMON STOCK PURSUANT TO THE PLAN.

                                  THE COMPANY

    The Company's principal executive offices are located at 3375 Koapaka St, 
Suite G350, Honolulu, Hawaii 96819, and its telephone number is (808) 
835-3700.  Additional information regarding the Company is set forth in the 
Company's Annual Report on Form 10-K, as amended by Amendment No. 1 on Form 
10-K/A and Amendment No. 2 on Form 10-K/A for the fiscal year ended December 
31, 1995 (which is incorporated herein by reference).

                               USE OF PROCEEDS

    The Company will not receive any of the proceeds from the sale of the 
Securities offered hereby.

                            SELLING SHAREHOLDERS

    The table attached as Annex I hereto sets forth, as of July 15, 1996 or a 
subsequent date if amended or supplemented:  (a) the name of each Selling 
Shareholder and his relationship to the Company during the last three years; 
(b) the number of shares of Common Stock each Selling Shareholder 
beneficially owned prior to this offering; (c) the number of Securities 
offered pursuant to this Prospectus by each Selling Shareholder; and (d) the 
amount and the percentage of the Company's Common Stock that would be owned 
by each Selling Shareholder after completion of this offering.  The 
information contained in Annex I may be amended or supplemented from time to 
time.

                                      9
PLAN OF DISTRIBUTION

    Sales of the Securities offered hereby may be made on the American Stock 
Exchange, the Pacific Stock Exchange, the over-the-counter market or 
otherwise at prices and on terms then prevailing or at prices related to the 
then current market price, or in negotiated transactions.  In addition, any 
Securities covered by this Prospectus which qualify for sale pursuant to Rule 
144 may be sold under Rule 144 rather than pursuant to this Prospectus.  The 
Company will not receive any part of the proceeds of the sales made 
hereunder.  All expenses associated with this Prospectus are being borne by 
the Company, but all selling and other expenses incurred by a Selling 
Shareholder will be borne by such shareholder.

    The Securities may be (a) sold by delivering previously owned shares of 
capital stock of the Company (including "pyramiding) or other property, 
provided that the Company is not then prohibited from purchasing or acquiring 
shares of its capital stock or such other property, (b), reducing the amount 
of shares of Common Stock or other property otherwise issuable pursuant to an 
Award, or (c) sold by delivering a promissory note, the terms and conditions 
of which shall be determined by the Committee, (d) sold in a block trade in 
which the broker or dealer so engaged will attempt to sell the shares as 
agent but may position and resell a portion of the block as principal to 
facilitate the transaction, (e) purchased by a broker or dealer as principal 
and resale by such broker or dealer for its account pursuant to this 
Prospectus, (f) sold in an exchange distribution in accordance with the rules 
of such exchange, and (g) sold in ordinary brokerage transactions and 
transactions in which the broker solicits purchases.  In effecting sales, 
brokers or dealers engaged by the Selling Shareholders may arrange for other 
brokers or dealers to participate.  Certain Selling Shareholders also may, 
from time to time, authorize underwriters acting as their agents to offer and 
sell Securities upon such terms and conditions as shall be set forth in any 
Prospectus Supplement.  Underwriters, brokers or dealers will receive 
commissions or discounts from Selling Shareholders in amounts to be 
negotiated immediately prior to sale.  Such underwriters, brokers or dealers 
and any other participating brokers or dealers may be deemed to be 
"underwriters" within the meaning of the Securities Act in connection with 
such sales and any discounts and commissions received by them and any profit 
realized by them on the resale of the Securities may be deemed to be 
underwriting discounts and commissions under the Securities Act.

    There is no assurance that any of the Selling Shareholders will offer for 
sale or sell any or all of the Securities covered by this Reoffer Prospectus.

                  INTEREST OF NAMED EXPERTS AND COUNSEL

    The validity of the Common Stock has been passed upon for the Company by 
Rae A. Capps, its Vice President, General Counsel and Corporate Secretary.  
Ms. Capps owns no shares of Common Stock.

    The financial statements and financial statement schedule of the Company 
as of December 31, 1995 and 1994 and for the year ended December 31, 1995, 
the period September 12, 1994 through December 31, 1994, the period January 
1, 1994 through September 11, 1994, and the year ended December 31, 1993, 
have been incorporated by reference herein and in the registration statement 
in reliance upon the reports of KPMG Peat Marwick LLP, independent certified 
public accountants, and incorporated by reference herein, upon the authority 
of said firm as experts in accounting and auditing.

    The reports of KPMG Peat Marwick LLP dated March 15, 1996 contain an 
explanatory paragraph that states that the financial statements of the 
Company as reorganized (the "Reorganized Company") reflect the impact of 
adjustments to reflect the fair value of assets and liabilities under fresh 
start accounting and, as a result, the financial statements of the 
Reorganized Company are presented on a basis different than those of the 
Company prior to reorganization.

    In addition, the reports of KPMG Peat Marwick LLP dated March 15, 1996 
contain an explanatory paragraph that states that the Company's recurring 
losses from operations, deficit working capital and limited sources of 
additional liquidity raise substantial doubt about its ability to continue as 
a going concern.  The financial statements and financial statement schedules 
do not include any adjustments that might result from the outcome of that 
uncertainty.

                                      10
ANNEX I
Shares to be Beneficially
                                                                                                Owned upon Completion of
                                                            Shares Beneficially                      Offering(1)(3)
                     Relationship to Company During Last        Owned as of     Shares Offered  -------------------------
Selling Shareholder              Three Years                 August 1, 1996(1)      Hereby(2)       Number      Percent
- -------------------  -------------------------------------  ------------------  --------------   ----------  -----------
Bruce R. Nobles      President and Chief Executive Officer        604,351           300,000        304,351        *
                     since September 1993; Chairman of the
                     Board from September 1994 until
                     February 1996

John L. Garibaldi    Executive Vice President and Chief            65,000            57,500          7,500        *
                     Financial Officer since May 1996

Michael McQuay       Executive Vice President-Operations           51,000            50,000          1,000        *
                     and Chief Operating Officer since
                     June 1996 

Clarence K. Lyman    Vice President-Finance, Treasurer and        101,673            50,000         51,673        *
                     Assistant Corporate Secretary since
                     1991

Peter W. Jenkins     Senior Vice President-Marketing and           80,000            40,000         40,000        *
                     Sales since April 1994

John P. Solomito     Vice President-Customer Services              16,606             7,500          9,106        *
                     since February 1992

Alexander D. Jamile  Vice President-Government and                 16,673             7,500          9,173        *
                     Community Affairs since 1993; Vice
                     President-Administration/
                     Governmental and Community Affairs
                     from October 1992 to 1993

Glen L. Stewart      Vice President-Transpacific and               17,047             7,500          9,547        *
                     Southpacific Marketing since August
                     1993; Senior Vice President-
                     Transpacific from 1991 to August 1993

Glenn G. Taniguchi   Vice President-Schedule Planning and          16,115             7,500          8,615        *
                     Reservations since 1995; Staff Vice
                     President-Schedule Planning and
                     Reservations from 1991 to 1995

Michael P. Loo       Staff Vice President-Controller since         16,673             7,500          9,173        *
                     August 1993

C.J. David Davies    Senior Vice President-Finance and            132,678            65,000         67,678        *
                     Chief Financial Officer from 1993 to
                     May 1996
__________________________

(1) Assumes that all options to acquire shares were granted on such date and 
    are exercisable immediately.  Includes shares held by Hawaiian Airlines,
    Inc. Employee Stock Plan, if any.

(2) Assumes that all options to acquire shares are exercisable immediately.

(3) Assumes that all outstanding options under the Plan are exercised and all 
    shares offered hereby are sold, that no additional shares will be acquired
    and that no shares other than those offered hereby will be sold.

*   Less than 1% of issued and outstanding shares of Common Stock.

                                      A-1
TABLE OF CONTENTS

                                                                        Page
                                                                        ----
Risk Factors..........................................................    3
The Company...........................................................    9
Use of Proceeds.......................................................    9
Selling Shareholders..................................................    9
Plan of Distribution..................................................   10
Interest of Named Experts and Counsel.................................   10
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents heretofore filed by the Company with the 
Commission are by this reference incorporated in and made a part of this 
Registration Statement:

    (1)  The Company's Annual Report on Form l0-K for the fiscal year ended 
December 31, 1995, including the Financial Statements and the Financial 
Statement Schedule and the Reports of KPMG Peat Marwick LLP, Independent 
Auditors filed April 1, 1996, as amended by Amendment No. 1 on Form 10-K/A 
and Amendment No. 2 on Form 10-K/A; 

    (2)  The Quarterly Report on Form 10-Q, filed May 15, 1996, for the 
period ended March 31, 1996;

    (3)  The Current Report on Form 8-K filed January 10, 1996 (date of event 
January 10, 1996);

    (4)  The Current Report on Form 8-K filed January 17, 1996 (date of event 
January 15, 1996);

    (5)  The Current Report on Form 8-K filed January 23, 1996 (date of event 
January 18, 1996);

    (6)  The Current Report on Form 8-K filed February 1, 1996 (date of event 
January 30, 1996);

    (7)  The Current Report on Form 8-K filed February 2, 1996 (dated January 
31, 1996);

    (8)  The Current Report on Form 8-K filed February 7, 1996 (dated 
February 2, 1996);

    (9)  The Registration Statement on Form S-2 filed May 30, 1996, as 
amended by Amendment No. 1 thereto filed July 12, 1996, as amended by 
Amendment No. 2 filed July 19, 1996, as amended by Amendment No. 3 filed July 
23, 1996, as amended by Amendment No 4 filed July 24, 1996, as amended by 
Amendment No. 5 filed August 1, 1996 (Registration No. 333-04817);

    (10) The Registration Statement on Form 8-A/A filed July 1, 1996; and

    (11) All documents subsequently filed by the Company pursuant to Section 
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended 
(the "Exchange Act") after the date of this Prospectus and prior to the 
filing of a post-effective amendment which indicates that all securities 
offered hereby have been sold or which deregisters all securities then 
remaining unsold.

    Any statement contained in a document 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 also is or 
is 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 SECURITIES.

    Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

    The validity of the Common Stock has been passed upon for the Company by 
Rae A. Capps, its Vice President, General Counsel and Corporate Secretary.  
Ms. Capps owns no shares of Common Stock.

                                     II-1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 415-5 of the Hawaii Business Corporation Act (the "Hawaii 
Indemnification Statute") provides that a corporation may indemnify any 
person who was or is a party to or is threatened to be made a party to any 
proceeding, whether civil, criminal, administrative or investigative (other 
than an action by or in the right of the corporation), by reason of the fact 
that the person was a director, officer, employee or agent of the 
corporation, or is or was serving at the request of the corporation in such a 
capacity with another enterprise (such person being hereinafter referred to 
as the "Indemnitee").  The indemnity may cover expenses (including attorneys' 
fees), judgments, fines, settlements and other amounts actually and 
reasonably incurred in connection with such proceeding if the Indemnitee 
acted in good faith and in a manner the Indemnitee reasonably believed to be 
in, or not opposed to, the best interests of the corporation and, with 
respect to any criminal action or proceedings, had no reasonable cause to 
believe the Indemnitee's conduct was unlawful.

     Section 415-48.5 of the Hawaii Business Corporation Act (the "HBCA") 
provides that a corporation does not have the power to eliminate or limit the 
personal liability of a director for (a) any breach of the director's duty of 
loyalty to the corporation or its shareholders, (b) any act or omission of 
the director not performed in good faith, or which involves intentional 
misconduct or knowing violation of the law, or which constitutes a willful or 
reckless disregard of the director's fiduciary duty, (c) the director's 
willful or negligent violation of any provision of the HBCA regarding payment 
of dividends or stock purchase or redemption, or (d) any transaction from 
which the director received an improper benefit.

     The Hawaii Indemnification Statute also provides that, in the case of an 
action or suit by or on behalf of the corporation, the corporation has the 
power to indemnify an Indemnitee against expenses (including attorneys' fees) 
actually and reasonably incurred in connection with the defense or settlement 
of such action or suit if the Indemnitee acted in good faith and in a manner 
the Indemnitee reasonably believes to be in, or not opposed to, the best 
interests of the corporation, except that no indemnification may be made in 
respect to any claim, issue or matter as to which the Indemnitee had been 
adjudged to be liable for negligence or misconduct in the performance of the 
Indemnitee's duties to the corporation unless, and only to the extent that, 
the court in which the action or suit was brought determines that, despite 
the adjudication of liability, but in view of all circumstances of the case, 
the Indemnitee is fairly and reasonably entitled to indemnity for such 
expenses as such court deems proper.  The provision does not, however, 
expressly authorize the corporation to indemnify the Indemnitee against 
judgments, fines and amounts paid in settlement arising out of a 
shareholder's derivative action.

     The Hawaii Indemnification Statute further provides that indemnification 
is mandatory with respect to expenses incurred in connection with any action, 
suit or proceeding, to the extent the Indemnitee is successful on the merits 
or otherwise in defense of any such action or claim.

     The Hawaii Indemnification Statute allows the payment by the corporation 
of expenses incurred by an Indemnitee in advance of the final disposition of 
an action, suit or proceeding if the Indemnitee provides an undertaking of 
repayment.  Additionally, it provides that the indemnity provided by the 
statute is not exclusive of any other rights to which an Indemnitee may be 
entitled under any bylaw, agreement, vote of shareholders or disinterested 
directors or otherwise.  It also provides that a corporation may purchase 
insurance for officers or directors of the corporation.

     Article VII of the Registrant's Amended Articles of Incorporation 
incorporates the provisions of the Hawaii Indemnification Statute so as to 
provide the indemnification of the Hawaii Indemnification Statute to officers 
and directors of the Company.  Article VII also provides that the indemnity 
provided thereunder is nonexclusive of any other rights of indemnification to 
which an Indemnitee may be entitled.

     In addition, the Registrant has entered into indemnification agreements 
with each of its directors and executive officers providing indemnification 
to the fullest extent permitted by law. Furthermore, the Registrant has a 
policy of directors' and officers' liability insurance which insures 
directors and officers against the cost of defense, settlement or payment of 
a judgment under certain circumstances.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

    None.

                                     II-2
ITEM 8. EXHIBITS.

    EXHIBIT NO.    DESCRIPTION
    -----------    -----------
        4.1        Rights Agreement dated December 23, 1994. (1)

        4.2        Amendment No. 1 dated as of May 4, 1995 to Rights Agreement
                   dated as of December 23, 1994 by and between Hawaiian
                   Airlines, Inc. and Chemical Trust Company of California. (2)

        4.3        Amendment No. 1 to 1994 Stock Option Plan dated as of May 4,
                   1995. (2)

        4.4        Amendment No. 1 dated as of May 4, 1995 to Warrants Nos.
                   1-10. (2)

        4.5        1994 Stock Option Plan. (3)

        4.6        Rightsholders Agreement dated as of January 31, 1996, by and
                   among Hawaiian Airlines, Inc., Airline Investors Partnership,
                   L.P., AMR Corporation, Martin Anderson and Robert Midkiff.
                   (4)

        4.7        Amendment No. 2 to the Rights Agreement, as amended, dated as
                   of January 31, 1996 by and between Hawaiian Airlines, Inc.
                   and Chemical Trust Company of California. (4)

        4.8        Amendment No. 2 to 1994 Stock Option Plan, as amended, dated
                   as of December 8, 1995.  (4)

        4.9        The Company agrees to provide the Securities and Exchange
                   Commission, upon request, copies of instruments defining the
                   rights of security holders of long-term debt of the Company.

        5.1        Opinion of Rae A. Capps, Esq.

        23.1       Consent of KPMG Peat Marwick LLP

        23.2       Consent of Rae A. Capps, Esq. (included in Exhibit 5.1)

        24.1       Power of Attorney (included on Signature Pages)

        99.1       Hawaiian Airlines, Inc. 1996 Stock Incentive Plan.

        99.2       Form of Hawaiian Airlines, Inc. Nonqualified Stock Option
                   Agreement

______________________________

(1)  Previously filed with the Securities and Exchange Commission as an 
exhibit to the Company's Current Report on Form 8-K as filed January 5, 1995 
and incorporated herein by reference.

(2)  Previously filed with the Securities and Exchange Commission as an 
exhibit to the Company's Quarterly Report on Form 10-Q as filed August 14, 
1995 and incorporated herein by reference.

                                     II-3
(3)  Previously filed with the Securities and Exchange Commission as an 
exhibit to the Company's Registration Statement on Form S-8 as filed November 
15, 1995 and incorporated herein by reference.

(4)  Previously filed with the Securities and Exchange Commission as an 
exhibit to the Company's Annual Report on Form 10-K as filed April 1, 1996 
and incorporated herein by reference.

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 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;

          (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 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 the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at the 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.

                                     II-4
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 and County of Honolulu, State of 
Hawaii, on this 6th day of August, 1996.

                             HAWAIIAN AIRLINES, INC.

                             By: /s/ Bruce R. Nobles
                                 -------------------------------------
                                 Bruce R. Nobles
                                 Chairman of the Board, 
                                 President and Chief Executive Officer

                                     II-5
POWER OF ATTORNEY

    Each person whose signature appears below constitutes and appoints Bruce 
R. Nobles, Rae A. Capps, John L. Garibaldi and Clarence K. Lyman his or her 
true and lawful attorneys-in-fact and agents, each acting alone, with full 
powers of substitution and resubstitution, for him or her and in his or her 
name, place and stead, in any and all capacities, to sign any and all 
amendments (including post-effective amendments) to this registration 
statement, and to file the same, with all exhibits thereto, and other 
documents in connection therewith, with the Securities and Exchange 
Commission, granting unto said attorneys-in-fact and agents, each acting 
alone, full powers and authority to do and perform each and every act and 
thing requisite and necessary to be done in and about the premises, as fully 
to all intents and purposes as he or she might, or could do in person, hereby 
ratifying and confirming all that said attorneys-in-fact and agents, each 
acting alone, or his or her substitute or substitutes 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 below by the following persons in the 
capacities and on the date indicated.

SIGNATURE                             TITLE                       DATE

/s/ Bruce R. Nobles          Director, President and Chief    August 6, 1996
- -------------------------    Executive Officer (Principal
(Bruce R. Nobles)            Executive Officer)

/s/ John L. Garibaldi        Executive Vice President and     August 6, 1996
- -------------------------    Chief Financial Officer
(John L. Garibaldi)          (Principal Accounting and
                             Financial Officer)

/s/ John W. Adams            Director, Chairman of the Board  August 6, 1996
- -------------------------
(John W. Adams)          

/s/ Todd G. Cole             Director                         August 6, 1996
- -------------------------
(Todd G. Cole)

/s/ Richard F. Conway        Director                         August 6, 1996
- -------------------------
(Richard F. Conway)

/s/ Robert G. Coo            Director                         August 6, 1996
- -------------------------
(Robert G. Coo)

/s/ Carol A. Fukunaga        Director                         August 6, 1996
- -------------------------
(Carol A. Fukunaga)

/s/ William Boyce Lum        Director                         August 6, 1996
- -------------------------
(William Boyce Lum)

/s/ Richard K. Matros        Director                         August 6, 1996
- -------------------------
(Richard K. Matros)

/s/ Reno F. Morella          Director                         August 6, 1996
- -------------------------
(Reno F. Morella)

/s/ Samson Poomaihealani     Director                         August 6, 1996
- -------------------------
(Samson Poomaihealani)

/s/ Edward Z. Safady         Director                         August 6, 1996
- -------------------------
(Edward Z. Safady)

                                     II-6