S-8

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 19, 2005

                                                    REGISTRATION NO. 333-_______


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             HAWAIIAN HOLDINGS, INC.

             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>


                          DELAWARE                                                         71-0879698

(State or Other Jurisdiction of Incorporation or Organization)                 (I.R.S. Employer Identification No.)


                                             3375 KOAPAKA STREET, SUITE G-350
                                                   HONOLULU, HI 96819

                                (Address of Principal Executive Offices including Zip Code)

                                         HAWAIIAN AIRLINES, INC. STOCK BONUS PLAN

                                                (Full Title of the Plan)


                     MARK B. DUNKERLEY                                                       COPY TO:
                  CHIEF EXECUTIVE OFFICER                                           CHARLES I. WEISSMAN, ESQ.
                  HAWAIIAN HOLDINGS, INC.                                                  DECHERT LLP
             3375 KOAPAKA STREET, SUITE G-350                                          30 ROCKEFELLER PLAZA
                    HONOLULU, HI 96819                                               NEW YORK, NEW YORK 10112
                      (808) 835-3700                                                      (212) 698-3500

       (Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
</TABLE>





                         CALCULATION OF REGISTRATION FEE

<TABLE>

                                                               PROPOSED MAXIMUM     PROPOSED MAXIMUM      AMOUNT OF
           TITLE OF SECURITIES               AMOUNT TO BE       OFFERING PRICE     AGGREGATE OFFERING   REGISTRATION
             TO BE REGISTERED                REGISTERED(1)       PER SHARE(2)          PRICE (2)            FEE(2)
- ---------------------------------------------------------------------------------------------------------------------

Common stock, par value $0.01 per share    1,500,000 shares         $ 4.07            $ 6,105,000          $ 718.56
</TABLE>

(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
    amended, this Registration Statement also covers such additional securities
    as may become issuable to prevent dilution resulting from stock splits,
    stock dividends and similar transactions.

(2) Estimated for the sole purpose of determining the registration fee. Pursuant
    to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, the
    proposed maximum offering price per share is calculated as the average of
    the high and low selling prices, as reported by the American Stock Exchange,
    of the common stock of the registrant on August 12, 2005.





                                EXPLANATORY NOTE

      This registration statement registers the offer and sale of 1,500,000
shares of the common stock, par value $0.01 per share (the "Common Stock"), of
Hawaiian Holdings, Inc. (the "Company") that may be issued and sold under the
Hawaiian Airlines, Inc. Stock Bonus Plan (the "Plan").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*  The documents containing the information specified in Part I of Form S-8 will
   be sent or given to employees as specified by Rule 428(b)(1) of the
   Securities Act of 1933, as amended (the "Securities Act"). Such documents
   need not be filed with the Securities and Exchange Commission (the "SEC")
   either as part of this registration statement or as prospectuses or
   prospectus supplements pursuant to Rule 424 of the Securities Act. These
   documents and the documents incorporated by reference in this registration
   statement pursuant to Item 3 of Part II of this registration statement, taken
   together, constitute a prospectus that meets the requirements of Section
   10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents previously filed by the Company with the SEC pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:

(a) The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2004 (except for the financial statements and schedule included in Items 8
and 15, which were replaced by those included in the Current Report on Form
8-K/A filed on August 15, 2005), which is the Company's latest Annual Report
filed pursuant to Section 13(a) or 15(d) of the Exchange Act;

(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended March
31, 2005 and June 30, 2005; the Company's Current Reports on Form 8-K filed on
January 14, 2005, January 24, 2005, February 23, 2005, March 14, 2005, March 22,
2005, April 22, 2005, April 29, 2005, May 4, 2005, May 11, 2005, May 24, 2005,
June 3, 2005, June 7, 2005 (as amended by the Current Report on Form 8-K/A filed
on August 15, 2005, which includes updated financial statements and schedules
replacing those previously filed under Items 8 and 15 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2004), and July 14,
2005; the Company's Definitive Proxy Statement for the Annual Meeting of
Stockholders held on July 7, 2005, filed on June 13, 2005; and all other reports
filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the Annual Report on Form 10-K
referred to in (a) above; and

(c) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A, filed on August 26, 2002 and the Amendments
to Form 8-A on Form 8 filed on August 29, 2002, including any amendment or
report filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or



which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of the filing of such documents. Any statement contained in the
documents 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 is also incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF THE SECURITIES.

Not Applicable

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not Applicable

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145(a) of the General Corporation Law of the State of Delaware (the
"DGCL") provides in relevant part that a corporation may indemnify any officer
or director who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that such
person is or was a director or officer of the corporation, or is or was serving
at the request of the corporation as a director or officer of another entity,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful.

Section 145(b) of the DGCL provides in relevant part that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit 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 except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

Our Certificate of Incorporation limits the liability of directors, for monetary
damages for breaches of fiduciary duties as a director, to the fullest extent
permitted by Delaware law. Our By-laws provide for the indemnification of our
directors and officers and state that the Company shall pay the expenses
(including attorneys' fees) incurred by a director or officer defending any
proceeding in advance of its final disposition; provided, however, that, to the
extent required by applicable law, such payment of expenses in advance of the
final disposition of the proceeding shall be made only upon receipt of an
undertaking by the director or officer to repay all amounts advanced if it
should be ultimately determined that the director or officer is not entitled to
be indemnified under our By-laws or otherwise.

Section 145(g) of the DGCL provides that a corporation shall have power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the corporation would have the power to



indemnify such person against such liability under this section. We maintain a
global Directors' and Officers' liability insurance policy that provides
coverage to our directors and officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable

ITEM 8. EXHIBITS.

The following exhibits are filed as part of this registration statement.

4.1        Hawaiian Airlines, Inc. Stock Bonus Plan.
5.1        Opinion of Dechert LLP.
23.1       Consent of Ernst & Young LLP.
23.2       Consent of Dechert LLP (included in Exhibit 5.1).
24.1       Power of Attorney (included on the signature page hereto).

ITEM 9. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

    (1) To file, during any period in which offers or sales are being made, a
        post-effective amendment to this registration statement:

        (i)   To include any prospectus required by Section 10(a)(3) of the
              Securities Act of 1933;

        (ii)  To reflect in the prospectus any facts or events arising after the
              effective date of the registration statement (or the most recent
              post-effective amendment thereof) which, individually or in the
              aggregate, represent a fundamental change in the information set
              forth in the registration statement. Notwithstanding the
              foregoing, any increase or decrease in volume of securities
              offered (if the total dollar value of securities offered would not
              exceed that which was registered) and any deviation from the low
              or high end of the estimated maximum offering range may be
              reflected in the form of prospectus filed with the Commission
              pursuant to Rule 424(b) if, in the aggregate, the changes in
              volume and price represent no more than 20 percent change in the
              maximum aggregate offering price set forth in the "Calculation of
              Registration Fee" table in the effective registration statement;

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

        provided, however, that paragraphs (a)(l)(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 with or
        furnished to the Commission by the registrant pursuant to Section 13 or
        Section 15(d) of the Securities Exchange Act of 1934 that are
        incorporated by reference in this 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 the 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 this
    registration statement shall be deemed to be a new registration statement
    relating to the securities offered therein, and the offering of such
    securities at that time shall be deemed to be the initial bona fide offering
    thereof.

(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.





                                   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 the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, hereunto
duly authorized, in the City of San Diego, State of California, on August 19,
2005.

                                    HAWAIIAN HOLDINGS, INC.


                                    By:          /s/ RANDALL L. JENSON
                                        ----------------------------------------

                                    Name: Randall L. Jenson
                                    Title: Chief Financial Officer and Treasurer


         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Randall L. Jenson, his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and additions to this Registration Statement on Form S-8, and any subsequent
registration statements pursuant to Rule 462(b) under the Securities Act of
1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and hereby
grants to such attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute 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 by the following persons in the
capacities and on the dates indicated.

<TABLE>

         SIGNATURE                                  TITLE                        DATE
- ----------------------------        ------------------------------------    ---------------

   /s/ MARK B. DUNKERLEY                         President,
- ----------------------------        Chief Executive Officer and Director    August 19, 2005
     Mark B. Dunkerley

   /s/ RANDALL L. JENSON             Chief Financial Officer, Treasurer
- ----------------------------                    and Director                August 19, 2005
     Randall L. Jenson

/s/ LAWRENCE S. HERSHFIELD                        Director
- ----------------------------               (Chairman of the Board)          August 19, 2005
  Lawrence S. Hershfield

                                                  Director
- ----------------------------
    Gregory S. Anderson

                                                  Director
- ----------------------------
  Bert T. Kobayashi, Jr.

                                                  Director
- ----------------------------
      Donald J. Carty

    /s/ THOMAS B. FARGO                           Director                  August 19, 2005
- ----------------------------
      Thomas B. Fargo
</TABLE>

EX-4.1

                                                                     EXHIBIT 4.1


                             HAWAIIAN AIRLINES, INC.
                                STOCK BONUS PLAN


HAWAIIAN EMPLOYEES WILL RECEIVE 1.5 MILLION SHARES OF HAWAIIAN HOLDINGS STOCK
(CURRENT MARKET VALUE AS OF JANUARY 12, 2004 APPROXIMATELY $10 MILLION).

EMPLOYEE STOCK

Hawaiian employees will be granted 1.5 million shares of Hawaiian Holdings
common stock. On exit from bankruptcy, each eligible full time employee (as
defined below) will have 100 shares deposited in their 401(k) account (part-time
will be 50 shares), subject to applicable legal limitations. Remaining shares
will be distributed in two equal distributions on May 1, 2006 and May 1, 2007*.
The allocation will be first on the basis of each group's pro rata share of W-2
wages for the tax year. Shares will be deposited directly to the 401 (k) unless
by by February 15, 2006 and 2007 the union advises the Company that they be
issued directly to the employees (in which case the shares would be subject to
tax at the time distributed to the employee). The two later distributions of
stock will be allocated to employee groups based on W-2 wages as defined below
for the tax year preceding the year of each distribution. Within employee
groups, shares will be allocated to individual eligible employees based on prior
tax year W-2 wages as defined below, unless a different arrangement is agreed
upon.

* Prior to the distribution in 2006 and 2007, the company and union
representatives will discuss and agree to the details of the allocation and
distribution.

GENERAL PROVISIONS

Eligible employees are defined as active employees during the applicable period
with accumulated W-2 wages in excess of $500 per quarter unless, before the time
of payout or issuance of shares, they were involuntarily terminated or
voluntarily resigned. The plan would apply to all employees meeting these
criteria, except corporate officers.

For purposes of the plans, W-2 wages shall mean regular earnings as reported in
Box 5 including employee pre-tax deferrals (e.g. 401(k) employee contributions)
on previous year's IRS Form W-2 and exclude bonuses, vacation payoffs,
insurance, layoff severance and other similar non-regular earnings even if
otherwise reported in Box 5 on Form W-2.

Payments described herein will not be treated as covered compensation for 401(k)
or pension plan purposes.

EX-5.1

                                                                     Exhibit 5.1


August 19, 2005


Hawaiian Holdings, Inc.
3375 Koapaka Street, Suite G-350
Honolulu, Hawaii 96819


        Ladies and Gentlemen:

        On the date hereof, Hawaiian Holdings, Inc., a Delaware corporation (the
"Company"), intends to transmit for filing with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), relating to 1,500,000 shares (the "Shares") of common stock, $0.01 par
value per share, of the Company, which are being offered pursuant to the
Hawaiian Airlines, Inc. Stock Bonus Plan (the "Plan"). This opinion is an
exhibit to the Registration Statement.

        We have at times acted as special counsel to the Company in connection
with certain corporate and securities matters, and in such capacity we are
familiar with the various corporate and other proceedings relating to the
proposed offer and sale of the Shares as contemplated by the Registration
Statement.

        In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Company's Certificate of Incorporation as presently in effect, (ii) the
Company's By-Laws as presently in effect, (iii) minutes and other instruments
evidencing actions taken by the Company's directors and stockholders and (iv)
the Plan. In our examination of all such agreements, documents, certificates and
instruments, we have assumed the genuineness of all signatures, the authenticity
of all agreements, documents, certificates and instruments submitted to us as
originals and the conformity with the originals of all agreements, documents,
certificates and instruments submitted to us as certified, conformed or
photostatic copies. Insofar as this opinion relates to securities to be issued
in the future, we have assumed that all applicable laws, rules and regulations
in effect at the time of such issuance will be the same as such laws, rules and
regulations in effect as of the date hereof.

        Our opinion herein is based solely upon the Delaware General Corporation
Law, and we express no opinion with respect to any other laws (including,
without




August 19, 2005
Page 2


limitation, the application of the securities or "blue sky" laws of any state to
the offer and/or sale of the Shares).

        Based on the foregoing, and subject to and in reliance upon the accuracy
and completeness of the information relevant thereto provided to us, it is our
opinion that the Shares have been duly authorized and, subject to the
effectiveness of the Registration Statement and compliance with applicable state
laws (including securities laws) of the states in which the Shares may be
offered and sold, when issued in accordance with the terms of the Plan, will be
legally and validly issued, fully paid and non-assessable.

        We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and as an exhibit to any filing made by the Company under
the securities or other laws of any state of the United States in which the
Shares may be offered and sold. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act, or the rules and regulations of the Commission thereunder.

        This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose, except as expressly provided in the preceding
paragraph, without our express written consent. This opinion is rendered to you
as of the date hereof, and we undertake no obligation to advise you of any
change in any applicable law or in facts or circumstances which might affect any
matters or opinions set forth herein.


                                                     Very truly yours,



                                                     /s/ DECHERT LLP

EX-23.1

                                                                    EXHIBIT 23.1


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form
S-8) of Hawaiian Holdings, Inc. (the "Company") for the registration of
1,500,000 shares of its common stock pursuant to the Hawaiian Airlines, Inc.
Stock Bonus Plan of our report dated March 30, 2005, except for Note 14, as to
which the date is June 2, 2005, with respect to the financial statements and
schedule of the Company, and our report dated March 30, 2005, except for Note
19, as to which the date is June 2, 2005, with respect to the financial
statements and schedule of Hawaiian Airlines, Inc., included in the Current
Report (Form 8-K/A) of the Company dated August 15, 2005, and our report dated
March 30, 2005, with respect to Company management's assessment of the
effectiveness of internal control over financial reporting, and the
effectiveness of internal control over financial reporting of the Company,
included the Annual Report (Form 10-K) of the Company for the year ended
December 31, 2004, filed with the Securities and Exchange Commission.

                                                              /s/ Ernst & Young LLP

Honolulu, Hawaii
August 12, 2005