<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.
                               PILOTS' 401(k) 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>
- ---------------------------------------------------------------------------------------------
Title of Securities     Amount to      Proposed Maximum     Proposed Maximum      Amount of
 to be Registered     be Registered   Offering Price Per        Aggregate        Registration
                                            Share             Offering Price          Fee
<S>                   <C>             <C>                   <C>                  <C>         
- ---------------------------------------------------------------------------------------------

   Common Stock         487,820(1)         $3.69(2)           $1,800,056.00(2)     $621.00(2)
- ---------------------------------------------------------------------------------------------
 Preferred Stock 
 Purchase Rights        487,820(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:  $1,800,056.00 with respect to 487,820 
     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 487,820 shares of Common 
Stock (the "Common Stock" or the "Securities") which have been reserved for 
issuance under the Hawaiian Airlines, Inc. Pilots' 401(k) Plan, as amended 
(the "Plan") (including 487,820 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.

 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. Pilots' 401(k) 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

<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. Pilots' 401(k) Plan, as 
     amended since its most recent determination letter, to be

                                     II-4
<PAGE>
     submitted to the Internal 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              August 6, 1996
  -----------------------------------    Officer (Principal Executive Officer)
  Bruce R. Nobles


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

                                     II-7
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 25394}]
{"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": "333-09669", "film-number": "96604611"}, "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.
                               PILOTS' 401(k) 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
- ---------------------------------------------------------------------------------------------
Title of Securities     Amount to      Proposed Maximum     Proposed Maximum      Amount of
 to be Registered     be Registered   Offering Price Per        Aggregate        Registration
                                            Share             Offering Price          Fee
- ---------------------------------------------------------------------------------------------

   Common Stock         487,820(1)         $3.69(2)           $1,800,056.00(2)     $621.00(2)
- ---------------------------------------------------------------------------------------------
 Preferred Stock 
 Purchase Rights        487,820(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:  $1,800,056.00 with respect to 487,820 
     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 487,820 shares of Common 
Stock (the "Common Stock" or the "Securities") which have been reserved for 
issuance under the Hawaiian Airlines, Inc. Pilots' 401(k) Plan, as amended 
(the "Plan") (including 487,820 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. Pilots' 401(k) 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. Pilots' 401(k) Plan, as 
     amended since its most recent determination letter, to be

                                     II-4
submitted to the Internal 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              August 6, 1996
  -----------------------------------    Officer (Principal Executive Officer)
  Bruce R. Nobles

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