<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.
                                401(K) SAVINGS PLAN
                              (Full Title of the Plan)

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

                                 Rae A. Capps, Esq.
              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, Esq.
                            Gibson, Dunn & Crutcher LLP
                              333 South Grand Avenue
                           Los Angeles, California  90071
                                   (213) 229-7000

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

                          CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                Proposed Maximum      Proposed Maximum                       
Title of Securities          Amount to           Offering Price           Aggregate              Amount of   
 to be Registered          be Registered           Per Share            Offering Price       Registration Fee
<S>                      <C>                  <C>                    <C>                    <C>              
Common Stock                 780,494(1)             $3.69(2)           $2,880,023.00(2)           $994.00(2)
Preferred Stock 
  Purchase Rights            780,494(3)               $0.00                 $0.00                  $0.00
</TABLE>

(1)  These shares are issued and reserved for issuance pursuant to the 
     Hawaiian Airlines, Inc. 401(k) Savings 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: $2,880,023.00 with respect to 780,494 
     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 780,494 shares of Common 
Stock (the "Common Stock" or the "Securities") which have been reserved for 
issuance under the Hawaiian Airlines, Inc. 401(k) Savings Plan, as amended 
(the "Plan") (including 780,494 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.

<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 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 filed by the Company pursuant to Section 13(a), 13(c), 
14 or 15(d) of the Exchange Act after the date of this Registration 
Statement 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 ("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.

<TABLE>
<CAPTION>
     EXHIBIT NO.        DESCRIPTION
     -----------        -----------
<S>                    <C>
         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. 401(k) Savings Plan
</TABLE>

- ----------------
(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.

(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.


                                     II-3

<PAGE>

(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.

     (d)  Pursuant to the instructions to Item 8(b) of Form S-8, the 
registrant will cause Hawaiian Airlines, Inc. 401(k) Savings Plan, as amended 
since its most recent determination letter, to be submitted to the Internal 

                                     II-4

<PAGE>

Revenue Service in a timely manner and will make all changes required by the 
Internal Revenue Service in order to qualify said Plan.









                                     II-5


<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
                                          President and Chief Executive Officer



                                     II-6

<PAGE>

                              POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Bruce 
R. Nobles, John L. Garibaldi, Rae A. Capps 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.

<TABLE>
<CAPTION>
        Signature                             Title                    Date
        ---------                             -----                    ----
<S>                             <C>                               <C>
    /s/ Bruce R. Nobles           Director, President and Chief 
- -----------------------------      Executive Officer (Principal    August 6, 1996
        Bruce R. Nobles            Executive Officer)


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


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


                                     II-7

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 24990}]
{"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": "333-09671", "film-number": "96604618"}, "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.
                                401(K) SAVINGS PLAN
                              (Full Title of the Plan)

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

                                 Rae A. Capps, Esq.
              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, Esq.
                            Gibson, Dunn & Crutcher LLP
                              333 South Grand Avenue
                           Los Angeles, California  90071
                                   (213) 229-7000

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

                          CALCULATION OF REGISTRATION FEE
Proposed Maximum      Proposed Maximum                       
Title of Securities          Amount to           Offering Price           Aggregate              Amount of   
 to be Registered          be Registered           Per Share            Offering Price       Registration Fee
Common Stock                 780,494(1)             $3.69(2)           $2,880,023.00(2)           $994.00(2)
Preferred Stock 
  Purchase Rights            780,494(3)               $0.00                 $0.00                  $0.00
(1)  These shares are issued and reserved for issuance pursuant to the 
     Hawaiian Airlines, Inc. 401(k) Savings 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: $2,880,023.00 with respect to 780,494 
     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 780,494 shares of Common 
Stock (the "Common Stock" or the "Securities") which have been reserved for 
issuance under the Hawaiian Airlines, Inc. 401(k) Savings Plan, as amended 
(the "Plan") (including 780,494 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.
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 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 filed by the Company pursuant to Section 13(a), 13(c), 
14 or 15(d) of the Exchange Act after the date of this Registration 
Statement 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 ("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. 401(k) Savings Plan
- ----------------
(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.

(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.

                                     II-3
(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.

     (d)  Pursuant to the instructions to Item 8(b) of Form S-8, the 
registrant will cause Hawaiian Airlines, Inc. 401(k) Savings Plan, as amended 
since its most recent determination letter, to be submitted to the Internal 

                                     II-4
Revenue Service in a timely manner and will make all changes required by the 
Internal Revenue Service in order to qualify said Plan.

                                     II-5
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
                                          President and Chief Executive Officer

                                     II-6
POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Bruce 
R. Nobles, John L. Garibaldi, Rae A. Capps 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 
- -----------------------------      Executive Officer (Principal    August 6, 1996
        Bruce R. Nobles            Executive Officer)

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

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

                                     II-7