<PAGE>
 
   As filed with the Securities and Exchange Commission on November 15, 1995
                                                    Registration No. 33-________

                      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.
                            1994 STOCK OPTION PLAN
                           (Full Title of the Plan)

                                  ----------
                                        
                                 Rae A. Capps
            Vice President, General Counsel and Corporate Secretary
                              3375 Koapaka Street
                                  Suite G350
                            Honolulu, Hawaii  96819
                    (Name and Address of Agent For Service)
                                        
                                  ----------

                                (808) 835-3700
          Telephone Number, Including Area Code, of Agent For Service
                                        
                                  ----------

                                With a copy to:
                               Robert T. Gelber
                            Gibson, Dunn & Crutcher
                            333 South Grand Avenue
                        Los Angeles, California  90071
                                (213) 229-7388
                                        
                                  ----------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
                                                      Proposed Maximum      Proposed Maximum        Amount of
       Title of Securities            Amount to      Offering Price Per         Aggregate         Registration
        to be Registered            be Registered           Share            Offering Price            Fee
==============================================================================================================
<S>                                 <C>              <C>                   <C>                   <C>
             Class A
           Common Stock              600,000 (1)              (2)               $982,350(2)         $197.00(2)
- -------------------------------------------------------------------------------------------------------------
          Preferred Stock
          Purchase Rights            600,000 (3)             $0.00                $0.00               $0.00
==============================================================================================================
</TABLE>
(1) These shares are reserved for issuance pursuant to stock options in the
    Hawaiian Airlines, Inc. 1994 Stock Option Plan (the "Plan").  Pursuant to
    Rule 416, also being registered are additional shares of Class A 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:  $959,850 with respect to 592,500 shares of
    Class A Common Stock that are currently under option, based on the price of
    $1.62 at which the options may be exercised; and $22,500 with respect to
    7,500 shares of Class A Common Stock, based on a price of $3.00 per
    share, the average of the high and low trading prices of the Class A Common
    Stock of Hawaiian Airlines, Inc. (the "Company") on the American Stock
    Exchange on November 8, 1995.
(3) These Preferred Stock Purchase Rights attach to each share of Class A 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 600,000 shares of Class A
Common Stock (the "Class A Common Stock" or the "Securities") which have been
reserved for issuance under the Hawaiian Airlines, Inc. 1994 Stock Option Plan,
as amended (the "Plan") (including 600,000 Preferred Stock Purchase Rights (the
"Rights"), one of which attaches to each share of Class A 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 Class A 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 Class A Common Stock of Hawaiian,
including, among other things, stock dividends, stock splits, reverse stock
splits, reorganizations and recapitalizations, are also being registered.

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

                            HAWAIIAN AIRLINES, INC.
                             CLASS A COMMON STOCK

                               ($.01 PAR VALUE)

                                600,000 SHARES

             This Prospectus relates to 600,000 shares of Class A Common Stock,
   par value $.01 per share ("Class A Common Stock" or the "Securities")
   (including 600,000 Preferred Stock Purchase Rights (the "Rights"), one of
   which attaches to each share of Class A Common Stock issued, pursuant to the
   Rights Agreement dated as of December 23, 1994, as amended by and between the
   Company and Chemical Trust Company of California, as Rights Agent), of
   Hawaiian Airlines, Inc., a Hawaiian corporation ("Hawaiian" or the "Company")
   which have previously been issued or may in the future be issued pursuant to
   awards granted under the Hawaiian Airlines, Inc. 1994 Stock Option Plan, as
   amended (the "Plan") to, and which may be offered for resale from time to
   time by, certain officers and employees of the Company named in "Selling
   Shareholders" and Annex 1 hereto (the "Selling Shareholders").

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

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

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

                        ________________________________

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


               The date of this Prospectus is November 15, 1995.
<PAGE>
 
                             AVAILABLE INFORMATION

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

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

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

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

             (1) The Company's Annual Report on Form 10-K for the fiscal year
   ended December 31, 1994, including the Financial Statements and Financial
   Statement Schedule and the Reports of KPMG Peat Marwick LLP, Independent
   Auditors, 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 for the period ended March
                  31, 1995;

             (3)  The Quarterly Report on Form 10-Q for the period ended June
                  30, 1995;

             (4)  The Quarterly Report on Form 10-Q for the period ended
                  September 30, 1995;

             (5)  The Current Report on Form 8-K dated June 19, 1995;

             (6)  The Current Report on Form 8-K dated June 25, 1995;

             (7)  The Current Report on Form 8-K dated August 22, 1995;

             (8)  The Current Report on Form 8-K dated October 4, 1995;

             (9)  The Current Report on Form 8-K dated November 6, 1995;

             (10) The Proxy Statement dated August 1, 1995;

             (11) The Registration Statement on Form 8-A filed June 20, 1995;
                  and

                                       2
<PAGE>
 
             (12) 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 Prospectus and
   prior to the filing of a post-effective amendment which indicates that all
   Securities offered hereby have been sold or which deregisters all Securities
   then remaining unsold.

             Any statement contained in a document incorporated or deemed to be
   incorporated by reference herein shall be deemed to be modified or superseded
   for purposes of this Prospectus to the extent that a statement contained
   herein or in any other subsequently filed document which also is or is deemed
   to be incorporated by reference herein modifies or supersedes such statement.
   Any such statement so modified or superseded shall not be deemed, except as
   so modified or superseded, to constitute a part of this Prospectus.

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

                                  THE COMPANY

             The Company's principal executive offices are located at 3375
   Koapaka St, Suite G350, Honolulu, Hawaii 96819, and its telephone number is
   (808) 835-3700.  Additional information regarding the Company is set forth in
   the Company's Annual Report on Form 10-K for the fiscal year ended December
   31, 1994 (which is incorporated herein by reference).

                                 RISK FACTORS

             Prospective investors should consider carefully, in addition to the
   other information contained in and incorporated into this Prospectus, the
   following information before purchasing the Securities offered hereby.

   Historical Losses; Liquidity Shortfalls
   ---------------------------------------

             Prior to 1995, the airline industry suffered poor financial
   operating results.  Aggregate losses of the U.S. airline industry during the
   five calendar years prior to 1995 are said to have exceeded the total of all
   cumulative profits from its inception.  Since the commencement of
   deregulation in 1978, the airline industry has become extremely competitive
   and volatile.  Increased competition, rising operational costs and pricing
   pressure have created financial difficulties for most airlines and many
   airlines have been acquired, forced to restructure or ceased operations.  The
   Air Transportation Association reported that despite record traffic, the
   domestic airline industry posted a net loss of approximately $279 million in
   1994.  However, in October 1995 the Air Transportation Association announced
   that it believes U.S. airlines will post operating profits of approximately
   $2.2 billion for 1995.

             As with other airlines, Hawaiian has been adversely affected by
   these poor conditions.  Having experienced significant operating losses and
   net losses for more than five years, in September 1993, Hawaiian together
   with its affiliates, HAL, INC. and West Maui Airport, Inc., filed voluntary
   petitions for relief under Chapter 11.  Pursuant to the HAL, INC., Hawaiian
   Airlines, Inc., and West Maui Airport, Inc. Third Amended Consolidated Plan
   of Reorganization, as amended (the "Reorganization Plan"), Hawaiian emerged
   from Chapter 11 in September 1994.

             The airline industry is a highly cyclical business with substantial
   volatility, and airlines frequently experience short-term peak cash
   requirements caused by both seasonal fluctuations in traffic 

                                       3
<PAGE>
 
   that often put a drain on cash during off-peak periods and other exogenous
   factors, such as fuel price fluctuations or unexpected maintenance costs.
   Accordingly, airlines require substantial working capital to sustain
   continued operations under most conditions. The Company has operated with
   limited cash and cash equivalents and a working capital deficit for a number
   of years. Working capital deficits are not uncommon in the airline industry
   since airlines typically have no product inventories and sales not yet flown
   are reflected as current liabilities.

             Upon its emergence from Chapter 11, the Company recognized an
   extraordinary gain of $190.1 million representing the relief of approximately
   $204.7 million in liabilities net of offsets and certain liabilities which
   survived.  In September 1994, credit facility borrowings were made by the
   Company under a financing arrangement with CIT Group/Credit Finance, Inc.  In
   order to increase liquidity, the Company has engaged in a series of
   promotional ticket sale activities.  However, as of September 30, 1995, the
   Company had a net working capital deficit of $46.3 million.

             Notwithstanding the above and other measures, since emerging from
   Chapter 11, the Company has continued to experience liquidity shortfalls.
   The Company has failed to timely make certain payments due to American
   Airlines, Inc. ("American") pursuant to a long term lease agreement (the
   "Aircraft Lease Agreement") between the Company and American for the
   maintenance and rental of six DC-10 aircraft.  As of the date of this
   Prospectus, the aggregate amount of payments of lease rent and maintenance
   fees due to American that have been deferred with American's consent is
   approximately $7.1 million.

             On June 1, 1995, the Company and American entered into a further
   amendment to the Aircraft Lease Agreement that allowed the Company to delay
   making any overdue or further scheduled Deferral Payments until August 22,
   1995.  This deadline has since been extended, first to October 6, 1995 and as
   of the date of this Prospectus, to November 20, 1995.  The deferral is
   intended to give the Company more time to obtain additional financing.  The
   Company has engaged an investment bank to assist in efforts to obtain
   additional financing.  The Company has held a series of discussions with
   potential investors to solicit interest in providing additional capital in
   return for shares representing an equity interest in the Company.

             As a result of and following discussions with potential investors,
   on November 6, 1995, the Company signed a letter of intent with a private
   investor group to provide $20,000,000 of new equity capital to the Company in
   exchange for 18,181,818 shares of the Company's Class A Common Stock.  The
   letter of intent also contemplates a rights offering to the Company's
   existing shareholders, to take place at some point during 1996, at a
   substantial discount from the then current market price.  The transaction,
   which will result in the investor group having six of the current eleven
   Board of Director seats, is subject to numerous conditions, including the
   negotiation and execution of definitive agreements and certain modifications
   to agreements with the Company's unions and certain of its creditors.  If the
   conditions are satisfied, it is contemplated that the definitive agreements
   will be signed in early December 1995, with closing scheduled as soon as
   possible thereafter.

             The Company currently does not have access to other unutilized
   credit facilities and, since there are no remaining unencumbered assets, its
   access to additional sources of liquidity remains limited.  Unless the
   Company is successful in its efforts to raise new equity capital, there may
   continue to be liquidity shortfalls in the future.  There can be no assurance
   that the Company will succeed in solving its liquidity problems or that the
   Company will have sufficient cash resources to support its continued
   operations.  Because of the Company's liquidity shortfall, an adverse change
   in events and circumstances could result in the Company being unable to meet
   its financial obligations.

   Cyclicality of Hawaii Tourism
   -----------------------------

             The profitability of the Company's operations is strongly
   influenced by the conditions of the American, Japanese and other foreign
   economies and the popularity of Hawaii as a tourist 

                                       4
<PAGE>
 
   destination. Tourism to Hawaii grew strongly during the latter half of the
   1980s primarily due to a significant increase in the number of visitors from
   Japan and the Far East. During the same period the number of visitors from
   North America also grew steadily, though less dramatically. After reaching
   its peak in 1990, the Hawaii tourism industry experienced three consecutive
   years of decline as its two largest sources of visitors, California and
   Japan, both entered the worst recession each respective region has
   experienced since World War II. From time to time, various events, such as
   Hurricane Iniki and the Persian Gulf War, and industry-specific problems,
   such as fare wars and strikes, have had a negative impact on tourism in
   Hawaii and have adversely affected the Company's business. Local industry
   consultants project moderate tourist demand for the next three fiscal years,
   with the Hawaii tourism industry not experiencing pre-recession visitor
   counts until 1997. This, combined with the earthquake in Kobe, Japan, the
   floods in California, and the devaluation of the Mexican peso, which may
   ultimately lure more travelers to Mexican destinations, pose further
   challenges for the continued recovery of Hawaii tourism. A significant
   decrease in Hawaii tourism could have a material adverse effect on the
   Company, and there is no assurance that there will be no such decrease.

   Fuel Prices
   ------------

             Fuel is a significant expense for any air carrier and even marginal
   changes in fuel prices can greatly impact a carrier's profitability.
   Hawaiian's fuel consumption for 1994 was 78,180,000 gallons of fuel at an
   average cost per gallon of $0.61, in aggregate representing approximately
   14.9% of total operating expenses.  The single most important factor
   affecting petroleum product prices, including the price of jet fuel,
   continues to be the actions of the OPEC countries in setting targets for the
   production, and pricing of crude oil.  In addition, aviation fuel prices are
   affected by the markets for heating oil, diesel fuel, automotive gasoline and
   natural gas.  Seasonally, second and third quarter jet fuel prices are
   typically lower than during the first and fourth quarters as the demand for
   heating oil, which competes with jet fuel for refinery production, subsides
   and refiners switch to gasoline production which also increases the output of
   aviation fuel.  All petroleum product prices continue to be subject to
   unpredictable economic, political and market factors.  Also, the balance
   among supply, demand and price has become more reactive to world market
   conditions.  Accordingly, the price and availability of aviation fuel, as
   well as other petroleum products, continues to be unpredictable and there can
   be no assurance that Hawaiian will be able to purchase fuel at the rates it
   does today.

             In addition, in 1993, new taxes were placed on the production of
   certain fuels based on their energy content.  At the end of October 1995, a
   two year moratorium which exempted the airline industry from the effects of
   such taxes expired.  While there are bills before Congress to extend the
   exemption until at least February 1997, which may or may not be passed, the
   Company, is subject to and is paying an additional $0.043 per gallon tax on
   fuel effective November 1, 1995.  The Company cannot predict whether the
   exemption will be extended or, if not, whether it will be able to pass on
   such additional costs to its customers.

   Competition
   -----------

             The Company's principal competitor in the Interisland market is
   Aloha Airlines, Inc. ("Aloha").  Excluding turbo prop competition, Hawaiian
   had an Interisland Revenue Passenger Miles ("RPMs") market share of
   approximately 41% in 1994 compared to Aloha's market share of approximately
   59%.  Unlike Hawaiian, Aloha does not engage in Transpacific operations and
   derives significant revenues from the Interisland market.  In 1994, Aloha
   reported revenues of $230 million and an operating loss of $475,000.  Aloha's
   competitive position has been strengthened through its marketing affiliations
   with United Airlines, Inc. ("United").  Aloha is a member of United's
   frequent flyer program and also has a code sharing agreement with United.
   Aloha principally utilizes sixteen Boeing 737 aircraft with a schedule that
   averages approximately 190 flights to service the same basic Interisland
   routes as the Company. The Company believes its competitive position was
   strengthened when, in the current year it became a member of the American
   AAdvantage(R) frequent flyer program. Although the Company believes that the
   alliances it established with American

                                       5
<PAGE>
 
   in 1994 (which do not include code sharing) and the other strategies it is
   implementing will help in its objective of regaining the dominant position in
   the interisland market, there can be no assurance that the Company will be
   able to maintain or increase its market share in the Interisland Market.

             The Company currently competes with major carriers such as United,
   American, Delta, Continental, and Northwest on its Transpacific routes.  In
   addition to the competition produced by the major carriers, 1994 saw
   increased competition through an increase in charters in the Transpacific
   market.  The influx of charter carriers increased capacity between Honolulu
   and U.S. West Coast destinations by as much as, on average, sixty-five
   flights per week, which further diluted available scheduled market share and
   placed additional downward pressure on fares.

             During 1994, Hawaiian flew approximately 880,000 passengers or 2.2
   billion RPMs between Hawaii and the cities of Los Angeles, San Francisco,
   Seattle, Las Vegas, Portland and Anchorage.  Based on information obtained
   from the State of Hawaii Department of Transportation, the Company believes
   that during the peak seasonal travel period in 1994, the Company maintained
   market shares of approximately 12.6% and 14.6% of the total domestic market
   into Honolulu based on number of flights and available seats, respectively,
   and in 1994, the Company carried approximately 12.0% of the total revenue
   passengers into Honolulu from all U.S. mainland domestic sources.

   Net Operating Loss Carryforwards ("NOLs")
   -----------------------------------------

             The Chapter 11 reorganization of the Company resulted in another
   "ownership change" of the Company under Section 382 of the Internal Revenue
   Code.  The Company has elected the annual limitation rules under Section
   382(1)(6) of the Internal Revenue Code (the "Section 382(1)(6) limitation").
   Under this provision, the Company's ability to utilize NOLs and equivalent
   tax credit carryforwards in the future is subject to a minimum annual
   limitation of $2.4 million.  Any part of the $2.4 million that is not
   utilized in a given year may be carried forward to the next year and combined
   with that year's annual Section 382(1)(6) limitation.  NOLs and general
   business credit carryforwards generated after the effective date of the
   Reorganization Plan are not subject to the Section 382(1)(6) limitation.

             As of December 31, 1994, the Company has NOLs and equivalent
   general business credit carryforwards of $99.4 million to offset taxable
   income.  Of this amount, $68.6 million represents restricted available net
   operating losses and $30.8 million represents unrestricted net operating
   losses.  These losses and credits will expire in the year 2005 at the
   earliest.  In addition, if the Company is successful in its efforts in
   obtaining additional capital in return for shares representing an equity
   interest in the Company, the issuance of additional securities could result
   in an ownership change of the Company for purposes of Section 382 and thereby
   result in additional limitations under Section 382.  There can be no
   assurances that the Company will be entitled to use all or a significant
   portion of its NOLs following an additional issuance of securities.

   Transfer Restrictions
   ---------------------

             Article XIII of the Company's Amended Articles of Incorporation, as
   amended (the "Amended Articles of Incorporation") prohibits the transfer of
   stock or an option prior to the earliest of September 12, 1997, the date on
   which the Company's NOL has been reduced to zero or the date on which there
   has been an ownership change of the Company within the meaning of Section
   382, if the transfer increases the percentage of stock owned by any person or
   public group that owns, because of the transfer would own or has since
   September 12, 1994 owned more than 4.75% of the outstanding stock, or is, or
   as a result of the transfer would be treated as a 5% shareholder within the
   meaning of Section 382 of the Code.  Such a transfer of stock or an option is
   deemed a "Prohibited Transfer" and shall be void ab initio as to the
                                                    -- ------          
   purported transferee.

                                       6
<PAGE>
 
             Article IV of the Amended Articles of Incorporation prohibits the
   ownership or control of more than 25% (subject to increase or decrease as
   provided in Article IV) of the issued and outstanding Class A Common Stock
   (and any other shares of stock of the Company entitled to vote on matters
   generally referred to shareholders for a vote) by persons who are not
   "Citizens of the United States" as defined in the federal Transportation Act.
   The Amended Bylaws of the Company provide that a transfer of shares of Class
   A Common Stock (and any other shares of stock of the Company entitled to vote
   on matters generally referred to shareholders for a vote) to a person who is
   not a "citizen of the United States" shall not be valid except between the
   parties to the transfer until the transfer has been recorded on the books of
   the Company and also recorded on the Foreign Stock Record of the Company, as
   provided for in the Amended Bylaws of the Company.

                                USE OF PROCEEDS

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

                              SELLING SHAREHOLDERS

             The table attached as Annex I hereto sets forth, as of November 1,
   1995 or a subsequent date if amended or supplemented:  (a) the name of each
   Selling Shareholder and his or her relationship to the Company during the
   last three years; (b) the number of shares of Class A Common Stock each
   Selling Shareholder beneficially owned prior to this offering; (c) the number
   of Securities offered pursuant to this Prospectus by each Selling
   Shareholder; and (d) the amount and the percentage of the Company's Class A
   Common Stock that would be owned by each Selling Shareholder after completion
   of this offering.  The information contained in Annex I may be amended or
   supplemented from time to time.

                              PLAN OF DISTRIBUTION

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

             The Securities may be (a) sold in a block trade in which the broker
   or dealer so engaged will attempt to sell the shares as agent but may
   position and resell a portion of the block as principal to facilitate the
   transaction, (b) purchased by a broker or dealer as principal and resale by
   such broker or dealer for its account pursuant to this Prospectus, (c) sold
   in an exchange distribution in accordance with the rules of such exchange,
   and (d) sold in ordinary brokerage transactions and transactions in which the
   broker solicits purchases.  In effecting sales, brokers or dealers engaged by
   the Selling Shareholders may arrange for other brokers or dealers to
   participate.  Certain Selling Shareholders also may, from time to time,
   authorize underwriters acting as their agents to offer and sell Securities
   upon such terms and conditions as shall be set forth in any Prospectus
   Supplement.  Underwriters, brokers or dealers will receive commissions or
   discounts from Selling Shareholders in amounts to be negotiated immediately
   prior to sale.  Such underwriters, brokers or dealers and any other
   participating brokers or dealers may be deemed to be "underwriters" within
   the meaning of the Securities Act in connection with such sales and any
   discounts and commissions received by them and any profit realized by them on
   the resale of the Securities may be deemed to be underwriting discounts and
   commissions under the Securities Act.

                                       7
<PAGE>
 
             There is no assurance that any of the Selling Shareholders will
   offer for sale or sell any or all of the Securities covered by this
   Prospectus.

                     INTEREST OF NAMED EXPERTS AND COUNSEL

             The validity of the Class A 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 Class A Common Stock; she
   owns options to purchase 40,000 shares of Class A Common Stock.

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

             The reports of KPMG Peat Marwick LLP covering the December 31, 1994
   financial statements and financial statement schedule indicate that the
   financial statements of the Company as reorganized (the "Reorganized
   Company") reflect the impact of adjustments to reflect the fair value of
   assets and liabilities under fresh start accounting and, as a result, the
   financial statements of the Reorganized Company are presented on a basis
   different than those of the Company prior to reorganization.  In addition,
   the reports refer to a change in the method of accounting for income taxes.

             The reports of KPMG Peat Marwick LLP covering the December 31, 1994
   financial statements and financial statement schedule contain an explanatory
   paragraph that states that the Company's recurring losses from operations,
   deficit working capital and limited sources of additional liquidity, raise
   substantial doubt about its ability to continue as a going concern.  The
   financial statements and financial statement schedule do not include any
   adjustments that might result from the outcome of that uncertainty.

                                       8
<PAGE>
 
                                    ANNEX I
<TABLE>
<CAPTION>                                                                                                         Shares to be
                                                                                                            Beneficially Owned upon 
                                                                                                                 Completion of
                                       Relationship to Company       Shares Beneficially                         Offering(1)(3)
                                             During Last                 Owned as of       Shares Offered   ----------------------
       Selling Shareholder                   Three Years             November 1, 1995(1)      Hereby(2)          Number    Percent
     -----------------------        -----------------------------    -------------------    --------------- ----------------------
<S>                                 <C>                              <C>                    <C>              <C>          <C>
     Bruce R. Nobles                Chairman of the Board,                     304,342          300,000           4,342        *
                                    President and Chief Executive
                                    Officer since September 1994;
                                    President and Chief Executive
                                    Officer from June 1993 to
                                    September 1994

     Frank L. Forster               Senior Vice President and                   60,534           60,000             534        *
                                    Chief Operating Officer since
                                    March 1994; Maintenance
                                    Advisor (consultant) from
                                    1991-March 1994

     C. J. David Davies             Senior Vice President-Finance               67,672           65,000           2,672        *
                                    and Chief Financial Officer
                                    since July 1993

     Clarence K. Lyman              Vice President-Finance,                     51,670           50,000           1,670        *
                                    Treasurer and Assistant
                                    Corporate Secretary since 1991

     Peter W. Jenkins               Senior Vice                                 40,000           40,000               0        *
                                    President-Marketing and Sales
                                    since April 1994

     Rae A. Capps                   Vice President, General                     40,000           40,000               0        *
                                    Counsel and Corporate
                                    Secretary since September
                                    1994; Vice President, General
                                    Counsel and  Secretary from
                                    September 1993 to September
                                    1994

     John P. Solomito               Vice President-Customer                      9,103            7,500           1,603        *
                                    Services since February 1992

     Alexander D. Jamile            Vice President-Government and                9,170            7,500           1,670        *
                                    Community Affairs since 1993;
                                    Vice President-Administration/
                                    Governmental and Community
                                    Affairs from October 1992 to
                                    1993

     Glen L. Stewart                Vice President-Transpacific                  9,543            7,500           2,043        *
                                    and Southpacific Marketing
                                    since August 1993; Senior
                                    Vice President-Transpacific
                                    from 1991 to August 1993

     Glenn G. Taniguchi             Vice President-Schedule                      8,338            7,500             838        *
                                    Planning and Reservations
                                    since 1995; Staff Vice
                                    President-Schedule Planning
                                    and Reservations from 1991 to
                                    1995

     Michael P. Loo                 Staff Vice                                   9,170            7,500           1,670        *
                                    President-Controller since 
                                    August 1993
</TABLE>
     --------------
     (1) Assumes that all options to acquire shares are exercisable within 60
         days, although the options do not vest until February 2, 1996.
         Includes shares held by Hawaiian Airlines, Inc. Employee Stock Plan, if
         any.

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

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

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

                                       9
<PAGE>
 
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                Page
                                                ----
<S>                                             <C>
     The Company.............................     3
     Risk Factors............................     3
     Use of Proceeds.........................     7
     Selling Shareholders....................     7
     Plan of Distribution....................     7
     Interest of Named Experts and Counsel...     8
</TABLE>

                                       10
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

             (i) The Company's Annual Report on Form 10-K for the fiscal year
   ended December 31, 1994, including the Financial Statements and Financial
   Statement Schedule and the Reports of KPMG Peat Marwick LLP, Independent
   Auditors, as amended by Amendment No. 1 on Form 10-K/A and Amendment No. 2 on
   Form 10-K/A;

             (ii)    The Quarterly Report on Form 10-Q filed for the period
   ended March 31, 1995;

             (iii)   The Quarterly Report on Form 10-Q filed for the period
   ended June 30, 1995;

             (iv)    The Quarterly Report on Form 10-Q filed for the period
   ended September 30, 1995;

             (v)     The Current Report on Form 8-K dated June 19, 1995;

             (vi)    The Current Report on Form 8-K dated June 25, 1995;

             (vii)   The Current Report on Form 8-K dated August 22, 1995;

             (viii)  The Current Report on Form 8-K dated October 4, 1995;

             (ix)    The Current Report on Form 8-K dated November 6, 1995;

             (x)     The Proxy Statement dated August 1, 1995;

             (xi)    The Registration Statement on Form 8-A filed June 20, 1995;
   and

             (xii)   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 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

             The validity of the Class A 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 Class A Common Stock; she
   owns options to purchase 40,000 shares of Class A Common Stock.

                                      II-1
<PAGE>
 
   ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

             Section 415-5 of the Hawaii Business Corporation Act (the "Hawaii
   Indemnification Statue") 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 (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
   person acted in good faith and in a manner the person reasonably believed to
   be in or not opposed to the best interests of the corporation, and with
   respect to any criminal proceeding, had no reasonable cause to believe the
   conduct of the person 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.

             Under the Hawaii Indemnification Statute, indemnification (other
   than mandatory indemnification as described in the preceding paragraph) may
   be made only upon determination that the Indemnitee has met the applicable
   standard of conduct set forth in the statute.  This determination must be
   made by the Board of Directors by a majority of the quorum consisting of the
   directors who were parties to the proceeding, by independent legal counsel in
   a written opinion, by the shareholders or by the court in which the
   proceeding is or was pending.

             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 Company's Amended Articles of Incorporation (the
   "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.
   Paragraph F of Article VII of the Amended Articles of Incorporation provides
   that the indemnity provided 

                                      II-2
<PAGE>
 
   by the Amended Articles of Incorporation is nonexclusive of any other rights
   of indemnification to which an Indemnitee may be entitled.

             The Company has also entered into indemnity agreements with its
   directors and certain of its officers and an indemnification trust agreement
   with Hawaiian Trust Company, Ltd., as Trustee.  The indemnity agreements and
   indemnification trust agreement provide the individuals who entered into such
   agreement a contractual right to indemnification and the advancement of
   defense expenses in addition to any rights provided under the Hawaii
   Indemnification Statute, the Company's Amended Articles of Incorporation or
   otherwise.  The trust agreement funds the Company's obligations for
   indemnification under the indemnity agreements.

             The statutory provisions cited above and the Amended Articles of
   Incorporation also grant the power to the Company to purchase and maintain
   insurance which protects officers and directors against any liability
   incurred in connection with their services in such a position.  Such an
   insurance policy has been obtained by the Company.

             Finally, the Plan provides that a director who is a member of the
   Committee administering the Plan (a "Qualified Director") shall not be liable
   for any action or inaction taken by the Committee relating to the Plan or
   options, except in circumstances involving the Qualified Director's bad
   faith.

   ITEM 8.  EXHIBITS.
   <TABLE>
   <CAPTION>

        Exhibit No.                         Description
        -----------           ----------------------------------------
        <C>                   <S>
            4.1               Hawaiian Airlines, Inc. 1994 Stock
                              Option Plan, as amended

            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               Form of Hawaiian Airlines, Inc.
                              Nonqualified Stock Option Agreement
   </TABLE>

   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;

                                      II-3
<PAGE>
 
                  (iii) To include any material information with respect to the
              plan of distribution not previously disclosed in the registration
              statement or any material change to such information in the
              registration statement;

   provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
   the information required to be included in a post-effective amendment by
   those paragraphs is contained in periodic reports filed by the registrant
   pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
   are incorporated by reference in the registration statement.

             (2) That, for the purpose of determining any liability under the
        Securities Act of 1933, each such post-effective amendment shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof.

             (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.

        (b) The undersigned registrant hereby undertakes that, for purposes of
   determining any liability under the Securities Act of 1933, each filing of
   the registrant's annual report pursuant to Section 13(a) or 15(d) of the
   Securities Exchange Act of 1934 (and, where applicable, each filing of an
   employee benefit plan's annual report pursuant to Section 15(d) of the
   Securities Exchange Act of 1934) that is incorporated by reference in the
   registration statement shall be deemed to be a new registration statement
   relating to the securities offered therein, and the offering of such
   securities at the time shall be deemed to be the initial bona fide offering
   thereof.

        (c) Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the registrant pursuant to the foregoing provisions,
   or otherwise, the registrant has been advised that in the opinion of the
   Securities and Exchange Commission such indemnification is against public
   policy as expressed in the Act and is, therefore, unenforceable.  In the
   event that a claim for indemnification against such liabilities (other than
   the payment by the registrant of expenses incurred or paid by a director,
   officer or controlling person of the registrant in the successful defense of
   any action, suit or proceeding) is asserted by such director, officer or
   controlling person in connection with the securities being registered, the
   registrant will, unless in the opinion of its counsel the matter has been
   settled by controlling precedent, submit to a court of appropriate
   jurisdiction the question whether such indemnification by it is against
   public policy as expressed in the Act and will be governed by the final
   adjudication of such issue.

                                      II-4
<PAGE>
 
                                   SIGNATURES

             Pursuant to the requirements of the Securities Act of 1933, the
   registrant certifies that it has reasonable grounds to believe that it meets
   all of the requirements for filing on Form S-8 and has duly caused this
   registration statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City and County of Honolulu, State of
   Hawaii, on this 15th day of November, 1995.


                                    HAWAIIAN AIRLINES, INC.

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

                                      II-5
<PAGE>
 
                               POWER OF ATTORNEY

             Each person whose signature appears below constitutes and appoints
   Bruce R. Nobles, Rae A. Capps 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          Chairman of the Board,          November 15, 1995
   --------------------------   President and Chief
   Bruce R. Nobles              Executive Officer (Principal
                                Executive Officer)
 
   /s/ C.J. David Davies        Senior Vice President -         November 15, 1995
   --------------------------   Finance and Chief Financial
   C.J. David Davies            Officer (Principal Financial
                                and Accounting Officer)
 
   /s/ Martin Anderson          Director                        November 15, 1995
   --------------------------
   Martin Anderson

   /s/ David Urrea              Director                        November 15, 1995
   --------------------------
   David Urrea

   /s/ Carol A. Fukunaga        Director                        November 15, 1995
   --------------------------
   Carol A. Fukunaga

   /s/ Samson Poomaihaelani     Director                        November 15, 1995
   --------------------------
   Samson Poomaihaelani

   /s/ Jeffrey A. Brodsky       Director                        November 15, 1995
   --------------------------
   Jeffrey A. Brodsky

   /s/ Clifton Kagawa           Director                        November 15, 1995
   --------------------------
   Clifton Kagawa

   /s/ Einar Olafsson           Director                        November 15, 1995
   --------------------------
   Einar Olafsson

   /s/ Todd G. Cole             Director                        November 15, 1995
   --------------------------
   Todd G. Cole

   /s/ Richard Humphreys        Director                        November 15, 1995
   --------------------------
   Richard Humphreys

   /s/ Samuel A. Woodward       Director                        November 15, 1995
   --------------------------
   Samuel A. Woodward
   </TABLE>

                                      II-6
<PAGE>
 
                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>

    Exhibit
     Number                       Description
   -----------     -------------------------------------  
    <C>              <S>                                                     
         4.1         Hawaiian Airlines, Inc. 1994 Stock
                     Option Plan, as amended

         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         Form of Hawaiian Airlines, Inc.
                     Nonqualified Stock Option Agreement
                     used in connection with Hawaiian
                     Airlines, Inc. 1994 Stock Option Plan
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 62384}]
{"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": "033-64299", "film-number": "95593895"}, "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 November 15, 1995
                                                    Registration No. 33-________

                      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.
                            1994 STOCK OPTION PLAN
                           (Full Title of the Plan)

                                  ----------
                                        
                                 Rae A. Capps
            Vice President, General Counsel and Corporate Secretary
                              3375 Koapaka Street
                                  Suite G350
                            Honolulu, Hawaii  96819
                    (Name and Address of Agent For Service)
                                        
                                  ----------

                                (808) 835-3700
          Telephone Number, Including Area Code, of Agent For Service
                                        
                                  ----------

                                With a copy to:
                               Robert T. Gelber
                            Gibson, Dunn & Crutcher
                            333 South Grand Avenue
                        Los Angeles, California  90071
                                (213) 229-7388
                                        
                                  ----------

                        CALCULATION OF REGISTRATION FEE
==============================================================================================================
                                                      Proposed Maximum      Proposed Maximum        Amount of
       Title of Securities            Amount to      Offering Price Per         Aggregate         Registration
        to be Registered            be Registered           Share            Offering Price            Fee
==============================================================================================================
Class A
           Common Stock              600,000 (1)              (2)               $982,350(2)         $197.00(2)
- -------------------------------------------------------------------------------------------------------------
          Preferred Stock
          Purchase Rights            600,000 (3)             $0.00                $0.00               $0.00
==============================================================================================================
(1) These shares are reserved for issuance pursuant to stock options in the
    Hawaiian Airlines, Inc. 1994 Stock Option Plan (the "Plan").  Pursuant to
    Rule 416, also being registered are additional shares of Class A 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:  $959,850 with respect to 592,500 shares of
    Class A Common Stock that are currently under option, based on the price of
    $1.62 at which the options may be exercised; and $22,500 with respect to
    7,500 shares of Class A Common Stock, based on a price of $3.00 per
    share, the average of the high and low trading prices of the Class A Common
    Stock of Hawaiian Airlines, Inc. (the "Company") on the American Stock
    Exchange on November 8, 1995.
(3) These Preferred Stock Purchase Rights attach to each share of Class A Common
    Stock upon issuance.
EXPLANATORY NOTE

         This Registration Statement is being filed by Hawaiian Airlines, Inc.
("Hawaiian" or the "Company") in order to register 600,000 shares of Class A
Common Stock (the "Class A Common Stock" or the "Securities") which have been
reserved for issuance under the Hawaiian Airlines, Inc. 1994 Stock Option Plan,
as amended (the "Plan") (including 600,000 Preferred Stock Purchase Rights (the
"Rights"), one of which attaches to each share of Class A 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 Class A 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 Class A Common Stock of Hawaiian,
including, among other things, stock dividends, stock splits, reverse stock
splits, reorganizations and recapitalizations, are also being registered.

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

                            HAWAIIAN AIRLINES, INC.
                             CLASS A COMMON STOCK

                               ($.01 PAR VALUE)

                                600,000 SHARES

             This Prospectus relates to 600,000 shares of Class A Common Stock,
   par value $.01 per share ("Class A Common Stock" or the "Securities")
   (including 600,000 Preferred Stock Purchase Rights (the "Rights"), one of
   which attaches to each share of Class A Common Stock issued, pursuant to the
   Rights Agreement dated as of December 23, 1994, as amended by and between the
   Company and Chemical Trust Company of California, as Rights Agent), of
   Hawaiian Airlines, Inc., a Hawaiian corporation ("Hawaiian" or the "Company")
   which have previously been issued or may in the future be issued pursuant to
   awards granted under the Hawaiian Airlines, Inc. 1994 Stock Option Plan, as
   amended (the "Plan") to, and which may be offered for resale from time to
   time by, certain officers and employees of the Company named in "Selling
   Shareholders" and Annex 1 hereto (the "Selling Shareholders").

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

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

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

                        ________________________________

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

               The date of this Prospectus is November 15, 1995.
AVAILABLE INFORMATION

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

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

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

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

             (1) The Company's Annual Report on Form 10-K for the fiscal year
   ended December 31, 1994, including the Financial Statements and Financial
   Statement Schedule and the Reports of KPMG Peat Marwick LLP, Independent
   Auditors, 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 for the period ended March
                  31, 1995;

             (3)  The Quarterly Report on Form 10-Q for the period ended June
                  30, 1995;

             (4)  The Quarterly Report on Form 10-Q for the period ended
                  September 30, 1995;

             (5)  The Current Report on Form 8-K dated June 19, 1995;

             (6)  The Current Report on Form 8-K dated June 25, 1995;

             (7)  The Current Report on Form 8-K dated August 22, 1995;

             (8)  The Current Report on Form 8-K dated October 4, 1995;

             (9)  The Current Report on Form 8-K dated November 6, 1995;

             (10) The Proxy Statement dated August 1, 1995;

             (11) The Registration Statement on Form 8-A filed June 20, 1995;
                  and

                                       2
(12) 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 Prospectus and
   prior to the filing of a post-effective amendment which indicates that all
   Securities offered hereby have been sold or which deregisters all Securities
   then remaining unsold.

             Any statement contained in a document incorporated or deemed to be
   incorporated by reference herein shall be deemed to be modified or superseded
   for purposes of this Prospectus to the extent that a statement contained
   herein or in any other subsequently filed document which also is or is deemed
   to be incorporated by reference herein modifies or supersedes such statement.
   Any such statement so modified or superseded shall not be deemed, except as
   so modified or superseded, to constitute a part of this Prospectus.

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

                                  THE COMPANY

             The Company's principal executive offices are located at 3375
   Koapaka St, Suite G350, Honolulu, Hawaii 96819, and its telephone number is
   (808) 835-3700.  Additional information regarding the Company is set forth in
   the Company's Annual Report on Form 10-K for the fiscal year ended December
   31, 1994 (which is incorporated herein by reference).

                                 RISK FACTORS

             Prospective investors should consider carefully, in addition to the
   other information contained in and incorporated into this Prospectus, the
   following information before purchasing the Securities offered hereby.

   Historical Losses; Liquidity Shortfalls
   ---------------------------------------

             Prior to 1995, the airline industry suffered poor financial
   operating results.  Aggregate losses of the U.S. airline industry during the
   five calendar years prior to 1995 are said to have exceeded the total of all
   cumulative profits from its inception.  Since the commencement of
   deregulation in 1978, the airline industry has become extremely competitive
   and volatile.  Increased competition, rising operational costs and pricing
   pressure have created financial difficulties for most airlines and many
   airlines have been acquired, forced to restructure or ceased operations.  The
   Air Transportation Association reported that despite record traffic, the
   domestic airline industry posted a net loss of approximately $279 million in
   1994.  However, in October 1995 the Air Transportation Association announced
   that it believes U.S. airlines will post operating profits of approximately
   $2.2 billion for 1995.

             As with other airlines, Hawaiian has been adversely affected by
   these poor conditions.  Having experienced significant operating losses and
   net losses for more than five years, in September 1993, Hawaiian together
   with its affiliates, HAL, INC. and West Maui Airport, Inc., filed voluntary
   petitions for relief under Chapter 11.  Pursuant to the HAL, INC., Hawaiian
   Airlines, Inc., and West Maui Airport, Inc. Third Amended Consolidated Plan
   of Reorganization, as amended (the "Reorganization Plan"), Hawaiian emerged
   from Chapter 11 in September 1994.

             The airline industry is a highly cyclical business with substantial
   volatility, and airlines frequently experience short-term peak cash
   requirements caused by both seasonal fluctuations in traffic 

                                       3
that often put a drain on cash during off-peak periods and other exogenous
   factors, such as fuel price fluctuations or unexpected maintenance costs.
   Accordingly, airlines require substantial working capital to sustain
   continued operations under most conditions. The Company has operated with
   limited cash and cash equivalents and a working capital deficit for a number
   of years. Working capital deficits are not uncommon in the airline industry
   since airlines typically have no product inventories and sales not yet flown
   are reflected as current liabilities.

             Upon its emergence from Chapter 11, the Company recognized an
   extraordinary gain of $190.1 million representing the relief of approximately
   $204.7 million in liabilities net of offsets and certain liabilities which
   survived.  In September 1994, credit facility borrowings were made by the
   Company under a financing arrangement with CIT Group/Credit Finance, Inc.  In
   order to increase liquidity, the Company has engaged in a series of
   promotional ticket sale activities.  However, as of September 30, 1995, the
   Company had a net working capital deficit of $46.3 million.

             Notwithstanding the above and other measures, since emerging from
   Chapter 11, the Company has continued to experience liquidity shortfalls.
   The Company has failed to timely make certain payments due to American
   Airlines, Inc. ("American") pursuant to a long term lease agreement (the
   "Aircraft Lease Agreement") between the Company and American for the
   maintenance and rental of six DC-10 aircraft.  As of the date of this
   Prospectus, the aggregate amount of payments of lease rent and maintenance
   fees due to American that have been deferred with American's consent is
   approximately $7.1 million.

             On June 1, 1995, the Company and American entered into a further
   amendment to the Aircraft Lease Agreement that allowed the Company to delay
   making any overdue or further scheduled Deferral Payments until August 22,
   1995.  This deadline has since been extended, first to October 6, 1995 and as
   of the date of this Prospectus, to November 20, 1995.  The deferral is
   intended to give the Company more time to obtain additional financing.  The
   Company has engaged an investment bank to assist in efforts to obtain
   additional financing.  The Company has held a series of discussions with
   potential investors to solicit interest in providing additional capital in
   return for shares representing an equity interest in the Company.

             As a result of and following discussions with potential investors,
   on November 6, 1995, the Company signed a letter of intent with a private
   investor group to provide $20,000,000 of new equity capital to the Company in
   exchange for 18,181,818 shares of the Company's Class A Common Stock.  The
   letter of intent also contemplates a rights offering to the Company's
   existing shareholders, to take place at some point during 1996, at a
   substantial discount from the then current market price.  The transaction,
   which will result in the investor group having six of the current eleven
   Board of Director seats, is subject to numerous conditions, including the
   negotiation and execution of definitive agreements and certain modifications
   to agreements with the Company's unions and certain of its creditors.  If the
   conditions are satisfied, it is contemplated that the definitive agreements
   will be signed in early December 1995, with closing scheduled as soon as
   possible thereafter.

             The Company currently does not have access to other unutilized
   credit facilities and, since there are no remaining unencumbered assets, its
   access to additional sources of liquidity remains limited.  Unless the
   Company is successful in its efforts to raise new equity capital, there may
   continue to be liquidity shortfalls in the future.  There can be no assurance
   that the Company will succeed in solving its liquidity problems or that the
   Company will have sufficient cash resources to support its continued
   operations.  Because of the Company's liquidity shortfall, an adverse change
   in events and circumstances could result in the Company being unable to meet
   its financial obligations.

   Cyclicality of Hawaii Tourism
   -----------------------------

             The profitability of the Company's operations is strongly
   influenced by the conditions of the American, Japanese and other foreign
   economies and the popularity of Hawaii as a tourist 

                                       4
destination. Tourism to Hawaii grew strongly during the latter half of the
   1980s primarily due to a significant increase in the number of visitors from
   Japan and the Far East. During the same period the number of visitors from
   North America also grew steadily, though less dramatically. After reaching
   its peak in 1990, the Hawaii tourism industry experienced three consecutive
   years of decline as its two largest sources of visitors, California and
   Japan, both entered the worst recession each respective region has
   experienced since World War II. From time to time, various events, such as
   Hurricane Iniki and the Persian Gulf War, and industry-specific problems,
   such as fare wars and strikes, have had a negative impact on tourism in
   Hawaii and have adversely affected the Company's business. Local industry
   consultants project moderate tourist demand for the next three fiscal years,
   with the Hawaii tourism industry not experiencing pre-recession visitor
   counts until 1997. This, combined with the earthquake in Kobe, Japan, the
   floods in California, and the devaluation of the Mexican peso, which may
   ultimately lure more travelers to Mexican destinations, pose further
   challenges for the continued recovery of Hawaii tourism. A significant
   decrease in Hawaii tourism could have a material adverse effect on the
   Company, and there is no assurance that there will be no such decrease.

   Fuel Prices
   ------------

             Fuel is a significant expense for any air carrier and even marginal
   changes in fuel prices can greatly impact a carrier's profitability.
   Hawaiian's fuel consumption for 1994 was 78,180,000 gallons of fuel at an
   average cost per gallon of $0.61, in aggregate representing approximately
   14.9% of total operating expenses.  The single most important factor
   affecting petroleum product prices, including the price of jet fuel,
   continues to be the actions of the OPEC countries in setting targets for the
   production, and pricing of crude oil.  In addition, aviation fuel prices are
   affected by the markets for heating oil, diesel fuel, automotive gasoline and
   natural gas.  Seasonally, second and third quarter jet fuel prices are
   typically lower than during the first and fourth quarters as the demand for
   heating oil, which competes with jet fuel for refinery production, subsides
   and refiners switch to gasoline production which also increases the output of
   aviation fuel.  All petroleum product prices continue to be subject to
   unpredictable economic, political and market factors.  Also, the balance
   among supply, demand and price has become more reactive to world market
   conditions.  Accordingly, the price and availability of aviation fuel, as
   well as other petroleum products, continues to be unpredictable and there can
   be no assurance that Hawaiian will be able to purchase fuel at the rates it
   does today.

             In addition, in 1993, new taxes were placed on the production of
   certain fuels based on their energy content.  At the end of October 1995, a
   two year moratorium which exempted the airline industry from the effects of
   such taxes expired.  While there are bills before Congress to extend the
   exemption until at least February 1997, which may or may not be passed, the
   Company, is subject to and is paying an additional $0.043 per gallon tax on
   fuel effective November 1, 1995.  The Company cannot predict whether the
   exemption will be extended or, if not, whether it will be able to pass on
   such additional costs to its customers.

   Competition
   -----------

             The Company's principal competitor in the Interisland market is
   Aloha Airlines, Inc. ("Aloha").  Excluding turbo prop competition, Hawaiian
   had an Interisland Revenue Passenger Miles ("RPMs") market share of
   approximately 41% in 1994 compared to Aloha's market share of approximately
   59%.  Unlike Hawaiian, Aloha does not engage in Transpacific operations and
   derives significant revenues from the Interisland market.  In 1994, Aloha
   reported revenues of $230 million and an operating loss of $475,000.  Aloha's
   competitive position has been strengthened through its marketing affiliations
   with United Airlines, Inc. ("United").  Aloha is a member of United's
   frequent flyer program and also has a code sharing agreement with United.
   Aloha principally utilizes sixteen Boeing 737 aircraft with a schedule that
   averages approximately 190 flights to service the same basic Interisland
   routes as the Company. The Company believes its competitive position was
   strengthened when, in the current year it became a member of the American
   AAdvantage(R) frequent flyer program. Although the Company believes that the
   alliances it established with American

                                       5
in 1994 (which do not include code sharing) and the other strategies it is
   implementing will help in its objective of regaining the dominant position in
   the interisland market, there can be no assurance that the Company will be
   able to maintain or increase its market share in the Interisland Market.

             The Company currently competes with major carriers such as United,
   American, Delta, Continental, and Northwest on its Transpacific routes.  In
   addition to the competition produced by the major carriers, 1994 saw
   increased competition through an increase in charters in the Transpacific
   market.  The influx of charter carriers increased capacity between Honolulu
   and U.S. West Coast destinations by as much as, on average, sixty-five
   flights per week, which further diluted available scheduled market share and
   placed additional downward pressure on fares.

             During 1994, Hawaiian flew approximately 880,000 passengers or 2.2
   billion RPMs between Hawaii and the cities of Los Angeles, San Francisco,
   Seattle, Las Vegas, Portland and Anchorage.  Based on information obtained
   from the State of Hawaii Department of Transportation, the Company believes
   that during the peak seasonal travel period in 1994, the Company maintained
   market shares of approximately 12.6% and 14.6% of the total domestic market
   into Honolulu based on number of flights and available seats, respectively,
   and in 1994, the Company carried approximately 12.0% of the total revenue
   passengers into Honolulu from all U.S. mainland domestic sources.

   Net Operating Loss Carryforwards ("NOLs")
   -----------------------------------------

             The Chapter 11 reorganization of the Company resulted in another
   "ownership change" of the Company under Section 382 of the Internal Revenue
   Code.  The Company has elected the annual limitation rules under Section
   382(1)(6) of the Internal Revenue Code (the "Section 382(1)(6) limitation").
   Under this provision, the Company's ability to utilize NOLs and equivalent
   tax credit carryforwards in the future is subject to a minimum annual
   limitation of $2.4 million.  Any part of the $2.4 million that is not
   utilized in a given year may be carried forward to the next year and combined
   with that year's annual Section 382(1)(6) limitation.  NOLs and general
   business credit carryforwards generated after the effective date of the
   Reorganization Plan are not subject to the Section 382(1)(6) limitation.

             As of December 31, 1994, the Company has NOLs and equivalent
   general business credit carryforwards of $99.4 million to offset taxable
   income.  Of this amount, $68.6 million represents restricted available net
   operating losses and $30.8 million represents unrestricted net operating
   losses.  These losses and credits will expire in the year 2005 at the
   earliest.  In addition, if the Company is successful in its efforts in
   obtaining additional capital in return for shares representing an equity
   interest in the Company, the issuance of additional securities could result
   in an ownership change of the Company for purposes of Section 382 and thereby
   result in additional limitations under Section 382.  There can be no
   assurances that the Company will be entitled to use all or a significant
   portion of its NOLs following an additional issuance of securities.

   Transfer Restrictions
   ---------------------

             Article XIII of the Company's Amended Articles of Incorporation, as
   amended (the "Amended Articles of Incorporation") prohibits the transfer of
   stock or an option prior to the earliest of September 12, 1997, the date on
   which the Company's NOL has been reduced to zero or the date on which there
   has been an ownership change of the Company within the meaning of Section
   382, if the transfer increases the percentage of stock owned by any person or
   public group that owns, because of the transfer would own or has since
   September 12, 1994 owned more than 4.75% of the outstanding stock, or is, or
   as a result of the transfer would be treated as a 5% shareholder within the
   meaning of Section 382 of the Code.  Such a transfer of stock or an option is
   deemed a "Prohibited Transfer" and shall be void ab initio as to the
                                                    -- ------          
   purported transferee.

                                       6
Article IV of the Amended Articles of Incorporation prohibits the
   ownership or control of more than 25% (subject to increase or decrease as
   provided in Article IV) of the issued and outstanding Class A Common Stock
   (and any other shares of stock of the Company entitled to vote on matters
   generally referred to shareholders for a vote) by persons who are not
   "Citizens of the United States" as defined in the federal Transportation Act.
   The Amended Bylaws of the Company provide that a transfer of shares of Class
   A Common Stock (and any other shares of stock of the Company entitled to vote
   on matters generally referred to shareholders for a vote) to a person who is
   not a "citizen of the United States" shall not be valid except between the
   parties to the transfer until the transfer has been recorded on the books of
   the Company and also recorded on the Foreign Stock Record of the Company, as
   provided for in the Amended Bylaws of the Company.

                                USE OF PROCEEDS

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

                              SELLING SHAREHOLDERS

             The table attached as Annex I hereto sets forth, as of November 1,
   1995 or a subsequent date if amended or supplemented:  (a) the name of each
   Selling Shareholder and his or her relationship to the Company during the
   last three years; (b) the number of shares of Class A Common Stock each
   Selling Shareholder beneficially owned prior to this offering; (c) the number
   of Securities offered pursuant to this Prospectus by each Selling
   Shareholder; and (d) the amount and the percentage of the Company's Class A
   Common Stock that would be owned by each Selling Shareholder after completion
   of this offering.  The information contained in Annex I may be amended or
   supplemented from time to time.

                              PLAN OF DISTRIBUTION

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

             The Securities may be (a) sold in a block trade in which the broker
   or dealer so engaged will attempt to sell the shares as agent but may
   position and resell a portion of the block as principal to facilitate the
   transaction, (b) purchased by a broker or dealer as principal and resale by
   such broker or dealer for its account pursuant to this Prospectus, (c) sold
   in an exchange distribution in accordance with the rules of such exchange,
   and (d) sold in ordinary brokerage transactions and transactions in which the
   broker solicits purchases.  In effecting sales, brokers or dealers engaged by
   the Selling Shareholders may arrange for other brokers or dealers to
   participate.  Certain Selling Shareholders also may, from time to time,
   authorize underwriters acting as their agents to offer and sell Securities
   upon such terms and conditions as shall be set forth in any Prospectus
   Supplement.  Underwriters, brokers or dealers will receive commissions or
   discounts from Selling Shareholders in amounts to be negotiated immediately
   prior to sale.  Such underwriters, brokers or dealers and any other
   participating brokers or dealers may be deemed to be "underwriters" within
   the meaning of the Securities Act in connection with such sales and any
   discounts and commissions received by them and any profit realized by them on
   the resale of the Securities may be deemed to be underwriting discounts and
   commissions under the Securities Act.

                                       7
There is no assurance that any of the Selling Shareholders will
   offer for sale or sell any or all of the Securities covered by this
   Prospectus.

                     INTEREST OF NAMED EXPERTS AND COUNSEL

             The validity of the Class A 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 Class A Common Stock; she
   owns options to purchase 40,000 shares of Class A Common Stock.

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

             The reports of KPMG Peat Marwick LLP covering the December 31, 1994
   financial statements and financial statement schedule indicate that the
   financial statements of the Company as reorganized (the "Reorganized
   Company") reflect the impact of adjustments to reflect the fair value of
   assets and liabilities under fresh start accounting and, as a result, the
   financial statements of the Reorganized Company are presented on a basis
   different than those of the Company prior to reorganization.  In addition,
   the reports refer to a change in the method of accounting for income taxes.

             The reports of KPMG Peat Marwick LLP covering the December 31, 1994
   financial statements and financial statement schedule contain an explanatory
   paragraph that states that the Company's recurring losses from operations,
   deficit working capital and limited sources of additional liquidity, raise
   substantial doubt about its ability to continue as a going concern.  The
   financial statements and financial statement schedule do not include any
   adjustments that might result from the outcome of that uncertainty.

                                       8
ANNEX I
Shares to be
                                                                                                            Beneficially Owned upon 
                                                                                                                 Completion of
                                       Relationship to Company       Shares Beneficially                         Offering(1)(3)
                                             During Last                 Owned as of       Shares Offered   ----------------------
       Selling Shareholder                   Three Years             November 1, 1995(1)      Hereby(2)          Number    Percent
     -----------------------        -----------------------------    -------------------    --------------- ----------------------
Bruce R. Nobles                Chairman of the Board,                     304,342          300,000           4,342        *
                                    President and Chief Executive
                                    Officer since September 1994;
                                    President and Chief Executive
                                    Officer from June 1993 to
                                    September 1994

     Frank L. Forster               Senior Vice President and                   60,534           60,000             534        *
                                    Chief Operating Officer since
                                    March 1994; Maintenance
                                    Advisor (consultant) from
                                    1991-March 1994

     C. J. David Davies             Senior Vice President-Finance               67,672           65,000           2,672        *
                                    and Chief Financial Officer
                                    since July 1993

     Clarence K. Lyman              Vice President-Finance,                     51,670           50,000           1,670        *
                                    Treasurer and Assistant
                                    Corporate Secretary since 1991

     Peter W. Jenkins               Senior Vice                                 40,000           40,000               0        *
                                    President-Marketing and Sales
                                    since April 1994

     Rae A. Capps                   Vice President, General                     40,000           40,000               0        *
                                    Counsel and Corporate
                                    Secretary since September
                                    1994; Vice President, General
                                    Counsel and  Secretary from
                                    September 1993 to September
                                    1994

     John P. Solomito               Vice President-Customer                      9,103            7,500           1,603        *
                                    Services since February 1992

     Alexander D. Jamile            Vice President-Government and                9,170            7,500           1,670        *
                                    Community Affairs since 1993;
                                    Vice President-Administration/
                                    Governmental and Community
                                    Affairs from October 1992 to
                                    1993

     Glen L. Stewart                Vice President-Transpacific                  9,543            7,500           2,043        *
                                    and Southpacific Marketing
                                    since August 1993; Senior
                                    Vice President-Transpacific
                                    from 1991 to August 1993

     Glenn G. Taniguchi             Vice President-Schedule                      8,338            7,500             838        *
                                    Planning and Reservations
                                    since 1995; Staff Vice
                                    President-Schedule Planning
                                    and Reservations from 1991 to
                                    1995

     Michael P. Loo                 Staff Vice                                   9,170            7,500           1,670        *
                                    President-Controller since 
                                    August 1993
--------------
     (1) Assumes that all options to acquire shares are exercisable within 60
         days, although the options do not vest until February 2, 1996.
         Includes shares held by Hawaiian Airlines, Inc. Employee Stock Plan, if
         any.

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

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

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

                                       9
TABLE OF CONTENTS
Page
                                                ----
The Company.............................     3
     Risk Factors............................     3
     Use of Proceeds.........................     7
     Selling Shareholders....................     7
     Plan of Distribution....................     7
     Interest of Named Experts and Counsel...     8
10
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

             (i) The Company's Annual Report on Form 10-K for the fiscal year
   ended December 31, 1994, including the Financial Statements and Financial
   Statement Schedule and the Reports of KPMG Peat Marwick LLP, Independent
   Auditors, as amended by Amendment No. 1 on Form 10-K/A and Amendment No. 2 on
   Form 10-K/A;

             (ii)    The Quarterly Report on Form 10-Q filed for the period
   ended March 31, 1995;

             (iii)   The Quarterly Report on Form 10-Q filed for the period
   ended June 30, 1995;

             (iv)    The Quarterly Report on Form 10-Q filed for the period
   ended September 30, 1995;

             (v)     The Current Report on Form 8-K dated June 19, 1995;

             (vi)    The Current Report on Form 8-K dated June 25, 1995;

             (vii)   The Current Report on Form 8-K dated August 22, 1995;

             (viii)  The Current Report on Form 8-K dated October 4, 1995;

             (ix)    The Current Report on Form 8-K dated November 6, 1995;

             (x)     The Proxy Statement dated August 1, 1995;

             (xi)    The Registration Statement on Form 8-A filed June 20, 1995;
   and

             (xii)   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 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

             The validity of the Class A 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 Class A Common Stock; she
   owns options to purchase 40,000 shares of Class A Common Stock.

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

             Section 415-5 of the Hawaii Business Corporation Act (the "Hawaii
   Indemnification Statue") 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 (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
   person acted in good faith and in a manner the person reasonably believed to
   be in or not opposed to the best interests of the corporation, and with
   respect to any criminal proceeding, had no reasonable cause to believe the
   conduct of the person 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.

             Under the Hawaii Indemnification Statute, indemnification (other
   than mandatory indemnification as described in the preceding paragraph) may
   be made only upon determination that the Indemnitee has met the applicable
   standard of conduct set forth in the statute.  This determination must be
   made by the Board of Directors by a majority of the quorum consisting of the
   directors who were parties to the proceeding, by independent legal counsel in
   a written opinion, by the shareholders or by the court in which the
   proceeding is or was pending.

             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 Company's Amended Articles of Incorporation (the
   "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.
   Paragraph F of Article VII of the Amended Articles of Incorporation provides
   that the indemnity provided 

                                      II-2
by the Amended Articles of Incorporation is nonexclusive of any other rights
   of indemnification to which an Indemnitee may be entitled.

             The Company has also entered into indemnity agreements with its
   directors and certain of its officers and an indemnification trust agreement
   with Hawaiian Trust Company, Ltd., as Trustee.  The indemnity agreements and
   indemnification trust agreement provide the individuals who entered into such
   agreement a contractual right to indemnification and the advancement of
   defense expenses in addition to any rights provided under the Hawaii
   Indemnification Statute, the Company's Amended Articles of Incorporation or
   otherwise.  The trust agreement funds the Company's obligations for
   indemnification under the indemnity agreements.

             The statutory provisions cited above and the Amended Articles of
   Incorporation also grant the power to the Company to purchase and maintain
   insurance which protects officers and directors against any liability
   incurred in connection with their services in such a position.  Such an
   insurance policy has been obtained by the Company.

             Finally, the Plan provides that a director who is a member of the
   Committee administering the Plan (a "Qualified Director") shall not be liable
   for any action or inaction taken by the Committee relating to the Plan or
   options, except in circumstances involving the Qualified Director's bad
   faith.

   ITEM 8.  EXHIBITS.
Exhibit No.                         Description
        -----------           ----------------------------------------
4.1               Hawaiian Airlines, Inc. 1994 Stock
                              Option Plan, as amended

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

                                      II-3
(iii) To include any material information with respect to the
              plan of distribution not previously disclosed in the registration
              statement or any material change to such information in the
              registration statement;

   provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
   the information required to be included in a post-effective amendment by
   those paragraphs is contained in periodic reports filed by the registrant
   pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
   are incorporated by reference in the registration statement.

             (2) That, for the purpose of determining any liability under the
        Securities Act of 1933, each such post-effective amendment shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof.

             (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.

        (b) The undersigned registrant hereby undertakes that, for purposes of
   determining any liability under the Securities Act of 1933, each filing of
   the registrant's annual report pursuant to Section 13(a) or 15(d) of the
   Securities Exchange Act of 1934 (and, where applicable, each filing of an
   employee benefit plan's annual report pursuant to Section 15(d) of the
   Securities Exchange Act of 1934) that is incorporated by reference in the
   registration statement shall be deemed to be a new registration statement
   relating to the securities offered therein, and the offering of such
   securities at the time shall be deemed to be the initial bona fide offering
   thereof.

        (c) Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the registrant pursuant to the foregoing provisions,
   or otherwise, the registrant has been advised that in the opinion of the
   Securities and Exchange Commission such indemnification is against public
   policy as expressed in the Act and is, therefore, unenforceable.  In the
   event that a claim for indemnification against such liabilities (other than
   the payment by the registrant of expenses incurred or paid by a director,
   officer or controlling person of the registrant in the successful defense of
   any action, suit or proceeding) is asserted by such director, officer or
   controlling person in connection with the securities being registered, the
   registrant will, unless in the opinion of its counsel the matter has been
   settled by controlling precedent, submit to a court of appropriate
   jurisdiction the question whether such indemnification by it is against
   public policy as expressed in the Act and will be governed by the final
   adjudication of such issue.

                                      II-4
SIGNATURES

             Pursuant to the requirements of the Securities Act of 1933, the
   registrant certifies that it has reasonable grounds to believe that it meets
   all of the requirements for filing on Form S-8 and has duly caused this
   registration statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City and County of Honolulu, State of
   Hawaii, on this 15th day of November, 1995.

                                    HAWAIIAN AIRLINES, INC.

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

                                      II-5
POWER OF ATTORNEY

             Each person whose signature appears below constitutes and appoints
   Bruce R. Nobles, Rae A. Capps 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          Chairman of the Board,          November 15, 1995
   --------------------------   President and Chief
   Bruce R. Nobles              Executive Officer (Principal
                                Executive Officer)
 
   /s/ C.J. David Davies        Senior Vice President -         November 15, 1995
   --------------------------   Finance and Chief Financial
   C.J. David Davies            Officer (Principal Financial
                                and Accounting Officer)
 
   /s/ Martin Anderson          Director                        November 15, 1995
   --------------------------
   Martin Anderson

   /s/ David Urrea              Director                        November 15, 1995
   --------------------------
   David Urrea

   /s/ Carol A. Fukunaga        Director                        November 15, 1995
   --------------------------
   Carol A. Fukunaga

   /s/ Samson Poomaihaelani     Director                        November 15, 1995
   --------------------------
   Samson Poomaihaelani

   /s/ Jeffrey A. Brodsky       Director                        November 15, 1995
   --------------------------
   Jeffrey A. Brodsky

   /s/ Clifton Kagawa           Director                        November 15, 1995
   --------------------------
   Clifton Kagawa

   /s/ Einar Olafsson           Director                        November 15, 1995
   --------------------------
   Einar Olafsson

   /s/ Todd G. Cole             Director                        November 15, 1995
   --------------------------
   Todd G. Cole

   /s/ Richard Humphreys        Director                        November 15, 1995
   --------------------------
   Richard Humphreys

   /s/ Samuel A. Woodward       Director                        November 15, 1995
   --------------------------
   Samuel A. Woodward
II-6
INDEX TO EXHIBITS
Exhibit
     Number                       Description
   -----------     -------------------------------------
4.1         Hawaiian Airlines, Inc. 1994 Stock
                     Option Plan, as amended

         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         Form of Hawaiian Airlines, Inc.
                     Nonqualified Stock Option Agreement
                     used in connection with Hawaiian
                     Airlines, Inc. 1994 Stock Option Plan