EXHIBIT 14.1

                             HAWAIIAN HOLDINGS, INC.

                                 CODE OF ETHICS

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
I.    INTRODUCTION AND OVERVIEW................................................1

II.   BUSINESS CONDUCT.........................................................1

III.  CONFLICT OF INTEREST.....................................................2

IV.   COMPLIANCE WITH LAWS AND REGULATIONS.....................................4

V.    DISCLOSURE AND COMMUNICATIONS............................................5

VI.   IMPLEMENTATION AND ENFORCEMENT...........................................6

VII.  WAIVERS AND AMENDMENTS...................................................7

VIII. GENERAL..................................................................7



I.   INTRODUCTION AND OVERVIEW

The reputation of Hawaiian Holdings, Inc. (the "Company") as a fair, reputable
and honest organization can only be maintained if all of its employees, officers
and directors adhere to high moral and ethical standards in conducting the
Company's business. Establishing and maintaining the trust and confidence of all
stakeholders, including employees, the Board of Directors (the "Board"),
existing or potential stockholders, creditors, customers, suppliers, vendors and
governmental agencies, is of paramount importance to the Company. In order to do
so, the Company has adopted this Code of Ethics (the "Code"). The purpose of
this Code is to document and govern the basic standards and principles that the
Company has adopted to promote honest and ethical business conduct by and among
its directors, officers and employees, and to reasonably deter wrongdoing and
inappropriate or illegal acts.

II.  BUSINESS CONDUCT

The Company's directors, officers and employees shall conduct themselves in a
fair, ethical, legal and honest manner. In conducting the Company's business,
trust and integrity must be a cornerstone in all of the business dealings and
relationships these individuals establish with stockholders, customers, vendors,
competitors, governmental officials, communities, the media and the general
public, as well as each other.

The Company's directors, officers and employees shall not engage in conduct or
activity that could raise questions as to the Company's honesty or reputation or
otherwise cause embarrassment to the Company or its stakeholders. There should
be careful observance of laws and regulations, as well as high regard for
appropriate standards of conduct and personal integrity.

While it is impracticable to describe every improper act or practice, the
Company deems the following standards of conduct to be particularly important.

Use of Company Assets

The Company's directors, officers and employees are responsible for the proper
and efficient use of the Company's physical resources and properties, as well as
its proprietary information. The Company's offices, equipment, supplies and
other resources may not be used for personal use or activities that are not
related to the employment or responsibilities of its directors, officers and
employees, except for any activities that have been approved in advance by the
supervisor of such individual or if it is a material use, any request for such
approval should be directed to the Chief Financial Officer ("CFO").

Competition and Fair Dealing

The Company will compete fairly and honestly, and will seek competitive
advantage through superior performance and not unethical or illegal business
practices. Each director, officer and employee will respect the rights of and
deal fairly with the Company's customers, suppliers, competitors and each other.
No director, officer or employee shall take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts or any other unfair-dealing practices. No director, officer or
employee will


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knowingly make false or defamatory public remarks about a competitor or
improperly, unethically or illegally obtain or use proprietary information,
intellectual property or trade secrets of a competitor, collaborator or any
other third party.

CONFIDENTIALITY

Employees, officers and directors must maintain the confidentiality of
information entrusted to them by the Company or its customers, except when
disclosure is authorized by the Company's legal counsel or required by laws or
regulations. Whenever possible, directors, officers and employees should consult
with the Company's legal counsel if they believe they have a legal obligation to
disclose confidential information. Confidential information includes all
non-public information that might be of use to competitors, or harmful to the
Company or its customers, if disclosed. The obligation to preserve confidential
information continues even after employment ends.

Payments to or from Customers or Vendors

No effort may be made, directly or indirectly, to improperly influence any
customer, supplier or vendor of the Company. A director, officer or employee may
not accept or provide a gift, favor or entertainment to a customer, vendor, or
other person or organization in connection with the Company's business unless
all of the following criteria are met: (i) it is reasonable and not excessive in
relation to customary industry practices; (ii) it cannot, in the circumstances,
be reasonably construed as a bribe, payoff or kickback; (iii) public disclosure
of it would not embarrass the Company; (iv) the item is consistent with the
normal and accepted business ethics of the industry and country in which it is
provided; (v) it does not violate the laws of the United States or the country
in which it is provided; and (vi) it is not in the form of cash or cash
equivalents, other than cash bonuses to employees or consultants.

Political Contributions and Payments to Government Officials or Employees

No corporate funds, merchandise or service may be paid or furnished, directly or
indirectly, to a political party, committee, organization, political candidate
or incumbent, government official or government employee, except if legally
permissible and approved in advance in writing. Any assistance or entertainment
provided to any government official or office should never, in form or
substance, compromise the Company's arm's-length business relationship with the
government agency or official involved. Any request for such approval should be
directed to the CFO.

III. CONFLICT OF INTEREST

The Company's directors, officers and employees have an obligation to be loyal
to the best interests of the Company and, therefore, should avoid any actions or
affiliations that may involve, or appear to involve, a conflict of interest with
the Company. Directors, officers and employees should not have any financial or
other business relationship with suppliers, customers or competitors that could
reasonably be expected to impair, or even appear to impair, their independence
or cloud any judgment they may need to make on behalf of the Company. Employees,
officers and directors should not engage in activities that compete with the
Company. If an officer or employee is aware of a possible or actual conflict of
interest


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concerning himself or herself or another officer or employee, or is concerned
that one might develop, he or she should bring the matter to the CFO. If a
director is aware of a possible or actual conflict of interest regarding himself
or herself or another director, or concerned that one might develop, he or she
should discuss it with the Chairman of the Audit Committee. The Audit Committee
has the ultimate responsibility for the review and resolution of conflicts of
interest and approval of related party transactions involving directors and
officers of the Company.

Actions Counter to the Company's Best Interests

A director, officer or employee may not divert a business opportunity that could
reasonably be expected to be of interest or benefit to the Company, for his or
her own personal benefit. If an officer or employee becomes aware of such a
business opportunity through the use of corporate property, information or
position, he or she should disclose the matter and the relevant facts to the
CFO. If a director becomes aware of such a business opportunity through the use
of corporate property, information or position, he or she should disclose the
matter and the relevant facts to the Chairman of the Audit Committee for
consideration. If the Company makes a determination that it is not interested in
pursuing the disclosed opportunity and has no reasonable objections, the
director, officer or employee may then pursue the opportunity for his or her own
benefit.

Other Employment

Except for intermittent activities on behalf of recognized and legitimate
not-for-profit or charitable organizations, an officer (other than an officer
who works without compensation) or employee may not engage in employment outside
the Company without the Company's approval. Any request for such approval should
be directed to the CFO.

Outside Directorship and Investments

A director, officer, or employee may not serve as a director of, or have a
business or material financial interest in, any organization competing with the
Company or engaged in current or prospective dealings with the Company (i.e. a
competitor, customer, vendor, landlord or tenant) without prior written approval
by the Company. In the case of an officer or employee, such matters should be
disclosed to the CFO for consideration, and in the case of a director, any such
approvals need to be made by the Audit Committee. For purposes of this issue,
the business and financial interests of immediate family members of a director,
officer or employee shall be considered the financial interests of such
director, officer or employee. The Company will presume that ownership of less
than five percent (5%) of a company's securities does not represent a material
financial interest and therefore need not be disclosed or approved in advance.

Government Service

Although a director's, officer's or employee's individual participation in
routine political or community activities or service in government positions
outside of the Company's normal business hours is not discouraged, such
activities or service could potentially give rise to a conflict of interest. Any
officer or employee wishing to be a candidate for any public office, whether
elective or appointive, must obtain the Company's prior written approval. Any
request


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for such approval should be directed to the CFO. Any director seeking to become
a candidate for or appointed to a political office must obtain such approval
from the Chairman of the Nominating and Corporate Governance Committee. A
director, officer or employee holding a government office or position should
abstain or recuse him or herself from any vote or decision that involves, or
could potentially be perceived to involve, the Company's interest or otherwise
appear as a conflict of interest.

IV.  COMPLIANCE WITH LAWS AND REGULATIONS

All directors, officers and employees shall comply in all material respects with
all laws, rules and regulations applicable in the country, state and local
jurisdictions where the Company's business is conducted. The laws discussed
below are some of the laws that may have particular importance to the Company.

Foreign Corrupt Practices Act

Among other restrictions, the Foreign Corrupt Practices Act (the "FCPA")
prohibits companies from paying or offering to pay anything of value to any
non-U.S. government official, government employee, political party or political
candidate to obtain or retain business or to influence a person working in an
official capacity. Violations of this act can result in significant penalties to
the Company and any individual involved.

Insider Trading

United States and foreign securities laws, as well as the Company's policies,
prohibit officers, affiliates and other "insiders" from trading the Company's
securities, or those of other companies (for example, a vendor or the subject of
a possible acquisition), while that individual is in the possession of material,
non-public information regarding the Company or such other company. These
"insider trading" laws also prohibit providing material, non-public information
to other individuals who ultimately trade the security. Because of the severity
of the penalties provided by law and the potential for damage to the Company's
reputation as a result of such unlawful trading, directors, officers and
employees are expected to strictly abide by the laws described above. In
addition to Company sanctions, violation of "insider trading" laws may result in
serious criminal penalties for the individual, including fines and imprisonment,
if trading is found to involve a willful violation of the law.

Anti-Trust

Federal and state anti-trust laws are based on the premise that open and fair
competition in a free marketplace will lead to appropriate prices and promote an
efficient, productive economy. These laws, while complex, generally prohibit the
following general types of behavior or activities: (1) unreasonable agreements
among competitors that fix prices or otherwise reduce or limit competition; (2)
unreasonable agreements between buyers and sellers that impose uncompetitive
restrictions on either party; (3) the maintenance of monopoly power through
anti-competitive conduct or the attempt to create a monopoly through
unreasonable conduct; and (4) charging competing buyers different prices for the
same product or group of products (i.e. price discrimination). Federal and state
antitrust laws also prohibit mergers and acquisitions that may substantially
lessen competition. Directors, officers and employees shall not knowingly act in
a


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manner that would result in a breach of any anti-trust laws. The costs and
consequences of investigation or litigation in this area can be significant.
Violation of any antitrust laws could expose a director, officer, or employee
and the Company to criminal penalties.

Industry Regulations

Airlines are extensively regulated by numerous governmental authorities in the
United States and other countries. If the Company fails to comply with
applicable regulatory requirements, the Company may be subject to a variety of
administrative or judicially imposed sanctions. Directors, officers and
employees are expected to comply with applicable laws, rules and regulations.

If any officer or employee has any question about the applicability of these or
other laws or regulations to any activities or contemplated activities by such
person, he or she should discuss this matter with the CFO. If a director has any
question about the applicability of these or other laws or regulations to any of
their current or contemplated activities, he or she should discuss the matter
with the Chairman of the Audit Committee.

V.   DISCLOSURE AND COMMUNICATIONS

Public Reporting

The Company and its directors and officers shall provide full, fair, accurate,
timely and understandable disclosure in the reports and documents filed or
submitted by the Company to the Securities and Exchange Commission (the "SEC")
and in other public communications made by the Company.

Accounting Procedures and Documentation

All transactions shall be properly recorded in a timely manner in the Company's
books and records. No director, officer or employee shall intentionally or
knowingly omit or mischaracterize any transaction in order to disguise or hide
its true nature. Further, an officer or employee shall not intentionally falsify
or incorrectly record or report any transaction or entry into the Company's
books and records that will knowingly result in financial statements and/or
financial statement balances that are not materially accurate or otherwise not
in conformance with generally accepted accounting principles ("GAAP"). Finally,
officers and employees must comply with the system of internal controls the
Company has established that have been designed to safeguard its assets and to
ensure its financial statements conform to GAAP.

Communications With Analysts, the Media, Governmental Agencies and Others

For publicly-held companies, U.S. securities laws require that public
dissemination of material, non-public information be made in a fair and
non-discriminatory manner so that all investors, or potential investors, have
the opportunity to receive such information at the same time. Selective
disclosure, or the disclosure of material, non-public information to selective
audiences or individuals, is prohibited under U.S securities laws. In order to
avoid unintended selective disclosure, all inquiries from securities analysts,
investors, stockholders, investment bankers, etc. should be immediately directed
to the Company's CEO or CFO.


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In the event a director, officer or employee receives an inquiry from a
governmental or regulatory agency on matters outside his or her specific area of
responsibility, such inquiries should be directed to the appropriate officer of
the Company, or the CFO. All inquiries from the media should be immediately
directed to the Company's CEO or CFO.

VI.  IMPLEMENTATION AND ENFORCEMENT

Enforcement

With respect to any non-accounting issues, complaints, questions, concerns or
suspicions regarding any conduct of which an officer or employee becomes aware
of that he or she reasonably believes may constitute a violation of this Code
should be promptly reported to the CFO, who will hold such reports in
confidence. Depending on the nature of the issue and the related facts and
circumstances, the CFO may direct the matter or otherwise involve the CFO, the
CEO, the Chairman of the Audit Committee, the Chairman of the Nominating and
Corporate Governance Committee or the Company's counsel, as appropriate. If a
director becomes aware of any conduct that he or she reasonably believes may
constitute a violation of this Code, such director should promptly report such
conduct to the Chairman of the Audit Committee or the Chairman of the Board, as
appropriate. In the event that an officer is also a director of the Company,
that officer should follow the guidelines provided by this Code as if he or she
were a director.

In the event that a director, officer or employee or any other third-party has a
question, becomes aware of an issue or has a personal complaint, question or
suspicion (1) regarding the Company's accounting, accounting procedures or
accounting personnel, (2) related to an audit of the Company or the auditors
charged with handling the audits, (3) reporting or disclosure of a matter
contained in the Company's financial records, financial reports or audit reports
or (4) regarding the internal accounting controls of the Company, such person
should report their concern to the Chairman of the Audit Committee.

The CFO shall regularly report to the Audit Committee all matters or issues
arising under this Code (including resolution of such matters or issues) that
are brought to his or her attention. The Chairman of the Audit Committee will
provide a report to the Board of Directors, at least once per year, or more
often if the circumstances dictate, that summarizes any matters arising under
this Code.

Suspected violations will be investigated under the supervision of the CFO, as
they deem appropriate upon consultation with the Board, if necessary. Each
officer, director and employee of the Company is expected to cooperate in the
investigation of reported or alleged violations.

When practical and appropriate under the circumstances, and in order to protect
the privacy of the persons involved, those individuals investigating a suspected
violation will attempt to keep confidential the identity of the individual or
individuals who reports a suspected violation or who participates in an
investigation. There may be situations, however, when this information, or the
identity of the individuals involved, must be disclosed as part of the
investigation process.

A violation of this Code may result in disciplinary action, including removal
from office or termination of employment. Legal proceedings may also be
commenced, if necessary, to recover


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the amount of any improper expenditures, any profits realized by the offending
director, officer or employee, and any financial harm sustained by the Company.
In certain circumstances, violations of this Code will be reported by the
Company to the applicable authority if such violations likely violate state or
federal criminal laws.

Non-Retaliation

In order for this Code to be effective, directors, officers and employees must
feel free to bring forth their good faith concerns without the fear of
retribution or retaliation from the Company or any other director, officer or
employee. The Company does not condone nor will it not tolerate any retaliation
against an individual who lawfully and in good faith reports any misconduct or
violations of this Code. Further, an employee who provides information regarding
any conduct the employee reasonably believes constitutes a violation of the
securities laws or financial fraud statutes (1) to any governmental authority,
(2) by testimony or otherwise in any proceeding pending or about to be commenced
concerning such a violation or (3) to any person with supervisory authority over
the employee or authorized by the Company to investigate such conduct, may not
be discharged, demoted, discriminated or otherwise retaliated against based upon
the information they have provided.

Directors, officers and employees if asked, are expected to fully cooperate in
internal and external investigations of any reported or alleged misconduct or
violation of this Code.

VII. WAIVERS AND AMENDMENTS

Any request for a waiver of any provision of this Code shall be communicated
immediately to the CEO or in the case where the waiver relates to the CEO, the
Chairman of the Audit Committee. Any waiver of this Code with respect to
directors or officers may be made only by a majority of the Board and shall be
promptly disclosed (along with the reason(s) for the waiver) as required by law
and by any applicable regulations of the SEC and any exchange on which the
Company's securities may be traded.

This Code may be modified, amended or supplemented from time to time. Any
amendment of this Code shall be approved by a majority of the Board and shall be
promptly disclosed as required by law and any applicable regulations of the SEC
and any exchange on which the Company's securities may be traded.

VIII. GENERAL

This Code is a corporate statement of policy, the contents of which may be
modified substituted or altered at any time by the Company. This Code does not
create a contract of employment or alter the employment relationship that exists
between the Company and its employees.

This Code is posted on the Company's web site and will be provided to all of the
Company's directors, officers and employees. Officers are encouraged to explain
and discuss this Code with employees to ensure they recognize the existence and
understand the applicability of this Code. Written certification of compliance
with this Code is required from the CEO, CFO and Chief Accounting Officer, if
any, on an annual basis.


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