<PAGE>

    As filed with the Securities and Exchange Commission on __________, 2001
                                                           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 number)

                               3375 Koapaka Street
                                   Suite G350
                             Honolulu, Hawaii 96819
                                 (808) 835-3700
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

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

                               LYN F. ANZAI, ESQ.
             Vice President, General Counsel and Corporate Secretary
                               3375 Koapaka Street
                                   Suite G350
                             Honolulu, Hawaii 96819
                                 (808) 835-3700
            (Name, address, including zip code and telephone number,
                   including area code, of agent for service)

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

                                    Copy to:

                            BRADFORD P. WEIRICK, ESQ.
                           Gibson, Dunn & Crutcher LLP
                             333 South Grand Avenue
                              Los Angeles, CA 90071
                                 (213) 229-7000

<TABLE>
<CAPTION>

=============================================================================================================================
                                            CALCULATION OF REGISTRATION FEE
=============================================================================================================================
                                                                                    PROPOSED
     TITLE OF SECURITIES           AMOUNT TO BE          PROPOSED MAXIMUM           MAXIMUM                 AMOUNT OF
       TO BE REGISTERED           REGISTERED (1)        OFFERING PRICE PER          AGGREGATE             REGISTRATION
                                                             SHARE(2)           OFFERING PRICE (2)            FEE
------------------------------- -------------------- ------------------------- ---------------------- -----------------------
<S>                             <C>                  <C>                        <C>                   <C>
Common Stock, par value $0.01
per share.                       1,685,380 shares             $3.01                $5,072,993.80          $1,268.25
------------------------------- -------------------- ------------------------- ---------------------- -----------------------
Preferred Stock Purchase
Rights                             1,685,300 (3)              $0.00                    $0.00                $0.00
=============================================================================================================================
</TABLE>
(1)   These shares are issued and reserved for issuance pursuant to the Hawaiian
      Airlines, Inc. Pilots' 401(k) Plan (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: $1,268.25 with respect to 1,685,380 shares
      of Common Stock, based on a price of $3.01 per share, the average of the
      high and low trading prices of the Common Stock of Hawaiian Airlines, Inc.
      on the American Stock Exchange on May 15, 2001.
(3)   These Preferred Stock Purchase Rights attach to each share of Common Stock
      upon issuance.

<PAGE>

                                  INTRODUCTION

         This Registration Statement on Form S-8 is filed by Hawaiian Airlines,
Inc., a Hawaii corporation (the "Company" or "Registrant"), relating to
1,685,380 shares of its common stock, par value $0.01 per share (the "Common
Stock"), issuable to eligible employees of the Company under the Hawaiian
Airlines, Inc. Pilots' 401(k) Plan (the "Plan").

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

         The information specified by Item 1 and Item 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act") and the introductory
note to Part 1 of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         The SEC allows us to "incorporate by reference" the information we
file with it, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by
reference is considered to be part of this registration statement, and later
information that we file with the SEC will automatically update and supersede
this information. We incorporate by reference the documents listed below and
any future filings made with the SEC under Sections 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
until such time as this registration statement is no longer effective:

                  (1) the Annual Report on Form 10-K for the fiscal year ended
                      December 31, 2000;

                  (2) the Quarterly Report on Form 10-Q for the fiscal
                      quarter ended March 31, 2001;

                  (3) the Current Report on Form 8-K, filed on April 6, 2001;
and

                  (4) the description of the Company's Common Stock contained in
its Registration Statements on Form 8-A/A filed on July 1, 1996; on Form 8-A
12B/A, filed on September 14, 1998; and on Form S-8 (Registration No.
333-09673), filed on August 6, 1996.

         You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address: Hawaiian Airlines, Inc., Attention:
Corporate Secretary, 3375 Koapaka St., Suite G350, Honolulu, Hawaii 96819,
telephone number (808) 835-3700.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 415-5 of the Hawaii Business Corporation Act (the "HBCA")
permits a corporation to 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

<PAGE>

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 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.

         Section 415-5 of the HBCA 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 HBCA 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 HBCA 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 Company's Restated Articles of Incorporation
incorporates the provisions of the HBCA so as to provide the indemnification of
the HBCA 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 Company has entered into indemnification agreements
with each of its directors and executive officers providing indemnification to
the fullest extent permitted by law. Furthermore, the Company 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.

         Not applicable.

<PAGE>

ITEM 8.  EXHIBITS.

         Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the SEC, each of the following exhibits is
filed herewith:

         The following exhibits are filed herewith:

    EXHIBIT NO.      DESCRIPTION
    -----------      -----------

       4.1           Restated Articles of Incorporation of the Company,
                     incorporated by reference to Exhibit 3(a) to the Company's
                     Registration Statement on Form S-8 filed on December 23,
                     1998, Registration No. 333-69665.

       4.2           By-laws of the Company, as amended and restated,
                     incorporated by reference to Exhibit 3.1 to the Company's
                     Current Report on Form 8-K filed on September 14, 1998,
                     Commission File No. 1-8836.

       5.1           Opinion and Consent of Lyn F. Anzai, Esq.

       5.2           IRS Determination Letter that the Hawaiian Airlines, Inc.
                     Pilots' 401(k) Plan is qualified under Section 401 of the
                     Internal Revenue Code.

      23.1           Consent of Lyn F. Anzai, Esq. (contained in Exhibit 5.1).

      23.2           Consent of Ernst & Young, LLP.

      23.3           Consent of KPMG LLP.

      24.1           Power of Attorney (included on the signature page hereto).

ITEM 9.  UNDERTAKINGS.

         (1)  The undersigned Registrant hereby undertakes:


              (a)  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;

                          (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 and of
                   the estimated maximum offering range may be reflected in
                   the form of prospectus filed with the SEC pursuant to Rule
                   424(b) if, in the aggregate, the changes in volume and

<PAGE>

                 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;

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

             (b) That, for the purpose of determining any liability under the
                 Securities Act, 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.

             (c) 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.

         (2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 that time shall be
deemed to be the initial bona fide offering thereof.

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

<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City and County of Honolulu, State of Hawaii, on this
18th day of May, 2001.

                           HAWAIIAN AIRLINES, INC.


                           By:            /s/ CHRISTINE R. DEISTER
                               -------------------------------------------------
                                            Christine R. Deister
                                    Executive Vice President, Chief Financial
                                           Officer and Treasurer

<PAGE>

                                POWER OF ATTORNEY

                  Each person whose signature appears below constitutes and
appoints Paul J. Casey, Lyn F. Anzai and Christine R. Deister 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.

<TABLE>
<CAPTION>

SIGNATURE                                        TITLE                                           DATE
<S>                                              <C>                                         <C>
   /s/ PAUL J. CASEY                             Director, Vice Chairman of the              April 27, 2001
-------------------------------------            Board and Chief Executive Officer
(Paul J. Casey)                                  (Principal Executive Officer)

   /s/ CHRISTINE R. DEISTER                    Executive Vice President, Chief               April 27, 2001
-------------------------------------            Financial Officer and Treasurer
(Christine R. Deister)                           (Principal Accounting and
                                                 Financial Officer)

   /s/ JOHN W. ADAMS                             Director, Chairman of the Board             April 27, 2001
-------------------------------------
(John W. Adams)


   /s/ TODD G. COLE                              Director                                    April 27, 2001
-------------------------------------
(Todd G. Cole)


   /s/ ROBERT G. COO                             Director                                    April 27, 2001
-------------------------------------
(Robert G. Coo)


   /s/ JOSEPH P. HOAR                            Director                                    April 27, 2001
-------------------------------------
(Joseph P. Hoar)


   /s/ RENO F. MORELLA                           Director                                    April 27, 2001
-------------------------------------
(Reno F. Morella)


   /s/ ARTHUR J. PASMAS                          Director                                    April 27, 2001
-------------------------------------
(Arthur J. Pasmas)


   /s/ SAMSON POOMAIHEALANI                      Director                                    April 27, 2001
-------------------------------------
(Samson Poomaihealani)


   /s/ EDWARD Z. SAFADY                          Director                                    April 27, 2001
-------------------------------------
(Edward Z. Safady)


   /s/ SHARON L. SOPER                           Director                                    April 27, 2001
-------------------------------------
(Sharon L. Soper)


   /s/ THOMAS J. TRZANOWSKI                      Director                                    April 27, 2001
-------------------------------------
(Thomas J. Trzanowski)
</TABLE>

<PAGE>

                                INDEX TO EXHIBITS

       EXHIBIT NUMBER                       DESCRIPTION

             4.1            Restated Articles of Incorporation of the Company,
                            incorporated by reference to Exhibit 3(a) to the
                            Company's Registration Statement on Form S-8 filed
                            on December 23, 1998, Registration No. 333-69665.

             4.2            By-laws of the Company, as amended and restated,
                            incorporated by reference to Exhibit 3.1 to the
                            Company's Current Report on Form 8-K filed on
                            September 14, 1998, Commission File No. 1-8836.

             5.1            Opinion and Consent of Lyn F. Anzai, Esq.

             5.2            IRS Determination Letter that the Hawaiian Airlines,
                            Inc. Pilots' 401(k) Plan is qualified under Section
                            401 of the Internal Revenue Code.

            23.1            Consent of Lyn F. Anzai, Esq. (contained in Exhibit
                            5.1).

            23.2            Consent of Ernst & Young, LLP.

            23.3            Consent of KPMG LLP.

            24.1            Power of Attorney (included on the signature page
                            hereto).
[{"type": "S-8", "sequence": "1", "filename": "a2049871zs-8.txt", "description": "S-8", "secsgml_size_bytes": 23981}]
{"company-data": {"conformed-name": "HAWAIIAN AIRLINES INC/HI", "cik": "0000046205", "assigned-sic": "4512", "irs-number": "990042880", "state-of-incorporation": "HI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61244", "film-number": "1643583"}, "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 __________, 2001
                                                           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 number)

                               3375 Koapaka Street
                                   Suite G350
                             Honolulu, Hawaii 96819
                                 (808) 835-3700
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

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

                               LYN F. ANZAI, ESQ.
             Vice President, General Counsel and Corporate Secretary
                               3375 Koapaka Street
                                   Suite G350
                             Honolulu, Hawaii 96819
                                 (808) 835-3700
            (Name, address, including zip code and telephone number,
                   including area code, of agent for service)

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

                                    Copy to:

                            BRADFORD P. WEIRICK, ESQ.
                           Gibson, Dunn & Crutcher LLP
                             333 South Grand Avenue
                              Los Angeles, CA 90071
                                 (213) 229-7000
=============================================================================================================================
                                            CALCULATION OF REGISTRATION FEE
=============================================================================================================================
                                                                                    PROPOSED
     TITLE OF SECURITIES           AMOUNT TO BE          PROPOSED MAXIMUM           MAXIMUM                 AMOUNT OF
       TO BE REGISTERED           REGISTERED (1)        OFFERING PRICE PER          AGGREGATE             REGISTRATION
                                                             SHARE(2)           OFFERING PRICE (2)            FEE
------------------------------- -------------------- ------------------------- ---------------------- -----------------------
Common Stock, par value $0.01
per share.                       1,685,380 shares             $3.01                $5,072,993.80          $1,268.25
------------------------------- -------------------- ------------------------- ---------------------- -----------------------
Preferred Stock Purchase
Rights                             1,685,300 (3)              $0.00                    $0.00                $0.00
=============================================================================================================================
(1)   These shares are issued and reserved for issuance pursuant to the Hawaiian
      Airlines, Inc. Pilots' 401(k) Plan (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: $1,268.25 with respect to 1,685,380 shares
      of Common Stock, based on a price of $3.01 per share, the average of the
      high and low trading prices of the Common Stock of Hawaiian Airlines, Inc.
      on the American Stock Exchange on May 15, 2001.
(3)   These Preferred Stock Purchase Rights attach to each share of Common Stock
      upon issuance.
INTRODUCTION

         This Registration Statement on Form S-8 is filed by Hawaiian Airlines,
Inc., a Hawaii corporation (the "Company" or "Registrant"), relating to
1,685,380 shares of its common stock, par value $0.01 per share (the "Common
Stock"), issuable to eligible employees of the Company under the Hawaiian
Airlines, Inc. Pilots' 401(k) Plan (the "Plan").

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

         The information specified by Item 1 and Item 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act") and the introductory
note to Part 1 of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         The SEC allows us to "incorporate by reference" the information we
file with it, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by
reference is considered to be part of this registration statement, and later
information that we file with the SEC will automatically update and supersede
this information. We incorporate by reference the documents listed below and
any future filings made with the SEC under Sections 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
until such time as this registration statement is no longer effective:

                  (1) the Annual Report on Form 10-K for the fiscal year ended
                      December 31, 2000;

                  (2) the Quarterly Report on Form 10-Q for the fiscal
                      quarter ended March 31, 2001;

                  (3) the Current Report on Form 8-K, filed on April 6, 2001;
and

                  (4) the description of the Company's Common Stock contained in
its Registration Statements on Form 8-A/A filed on July 1, 1996; on Form 8-A
12B/A, filed on September 14, 1998; and on Form S-8 (Registration No.
333-09673), filed on August 6, 1996.

         You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address: Hawaiian Airlines, Inc., Attention:
Corporate Secretary, 3375 Koapaka St., Suite G350, Honolulu, Hawaii 96819,
telephone number (808) 835-3700.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 415-5 of the Hawaii Business Corporation Act (the "HBCA")
permits a corporation to 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 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.

         Section 415-5 of the HBCA 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 HBCA 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 HBCA 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 Company's Restated Articles of Incorporation
incorporates the provisions of the HBCA so as to provide the indemnification of
the HBCA 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 Company has entered into indemnification agreements
with each of its directors and executive officers providing indemnification to
the fullest extent permitted by law. Furthermore, the Company 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.

         Not applicable.
ITEM 8.  EXHIBITS.

         Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the SEC, each of the following exhibits is
filed herewith:

         The following exhibits are filed herewith:

    EXHIBIT NO.      DESCRIPTION
    -----------      -----------

       4.1           Restated Articles of Incorporation of the Company,
                     incorporated by reference to Exhibit 3(a) to the Company's
                     Registration Statement on Form S-8 filed on December 23,
                     1998, Registration No. 333-69665.

       4.2           By-laws of the Company, as amended and restated,
                     incorporated by reference to Exhibit 3.1 to the Company's
                     Current Report on Form 8-K filed on September 14, 1998,
                     Commission File No. 1-8836.

       5.1           Opinion and Consent of Lyn F. Anzai, Esq.

       5.2           IRS Determination Letter that the Hawaiian Airlines, Inc.
                     Pilots' 401(k) Plan is qualified under Section 401 of the
                     Internal Revenue Code.

      23.1           Consent of Lyn F. Anzai, Esq. (contained in Exhibit 5.1).

      23.2           Consent of Ernst & Young, LLP.

      23.3           Consent of KPMG LLP.

      24.1           Power of Attorney (included on the signature page hereto).

ITEM 9.  UNDERTAKINGS.

         (1)  The undersigned Registrant hereby undertakes:

              (a)  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;

                          (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 and of
                   the estimated maximum offering range may be reflected in
                   the form of prospectus filed with the SEC 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;

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

             (b) That, for the purpose of determining any liability under the
                 Securities Act, 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.

             (c) 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.

         (2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 that time shall be
deemed to be the initial bona fide offering thereof.

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

                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City and County of Honolulu, State of Hawaii, on this
18th day of May, 2001.

                           HAWAIIAN AIRLINES, INC.

                           By:            /s/ CHRISTINE R. DEISTER
                               -------------------------------------------------
                                            Christine R. Deister
                                    Executive Vice President, Chief Financial
                                           Officer and Treasurer
POWER OF ATTORNEY

                  Each person whose signature appears below constitutes and
appoints Paul J. Casey, Lyn F. Anzai and Christine R. Deister 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/ PAUL J. CASEY                             Director, Vice Chairman of the              April 27, 2001
-------------------------------------            Board and Chief Executive Officer
(Paul J. Casey)                                  (Principal Executive Officer)

   /s/ CHRISTINE R. DEISTER                    Executive Vice President, Chief               April 27, 2001
-------------------------------------            Financial Officer and Treasurer
(Christine R. Deister)                           (Principal Accounting and
                                                 Financial Officer)

   /s/ JOHN W. ADAMS                             Director, Chairman of the Board             April 27, 2001
-------------------------------------
(John W. Adams)

   /s/ TODD G. COLE                              Director                                    April 27, 2001
-------------------------------------
(Todd G. Cole)

   /s/ ROBERT G. COO                             Director                                    April 27, 2001
-------------------------------------
(Robert G. Coo)

   /s/ JOSEPH P. HOAR                            Director                                    April 27, 2001
-------------------------------------
(Joseph P. Hoar)

   /s/ RENO F. MORELLA                           Director                                    April 27, 2001
-------------------------------------
(Reno F. Morella)

   /s/ ARTHUR J. PASMAS                          Director                                    April 27, 2001
-------------------------------------
(Arthur J. Pasmas)

   /s/ SAMSON POOMAIHEALANI                      Director                                    April 27, 2001
-------------------------------------
(Samson Poomaihealani)

   /s/ EDWARD Z. SAFADY                          Director                                    April 27, 2001
-------------------------------------
(Edward Z. Safady)

   /s/ SHARON L. SOPER                           Director                                    April 27, 2001
-------------------------------------
(Sharon L. Soper)

   /s/ THOMAS J. TRZANOWSKI                      Director                                    April 27, 2001
-------------------------------------
(Thomas J. Trzanowski)
INDEX TO EXHIBITS

       EXHIBIT NUMBER                       DESCRIPTION

             4.1            Restated Articles of Incorporation of the Company,
                            incorporated by reference to Exhibit 3(a) to the
                            Company's Registration Statement on Form S-8 filed
                            on December 23, 1998, Registration No. 333-69665.

             4.2            By-laws of the Company, as amended and restated,
                            incorporated by reference to Exhibit 3.1 to the
                            Company's Current Report on Form 8-K filed on
                            September 14, 1998, Commission File No. 1-8836.

             5.1            Opinion and Consent of Lyn F. Anzai, Esq.

             5.2            IRS Determination Letter that the Hawaiian Airlines,
                            Inc. Pilots' 401(k) Plan is qualified under Section
                            401 of the Internal Revenue Code.

            23.1            Consent of Lyn F. Anzai, Esq. (contained in Exhibit
                            5.1).

            23.2            Consent of Ernst & Young, LLP.

            23.3            Consent of KPMG LLP.

            24.1            Power of Attorney (included on the signature page
                            hereto).