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                                                                Exhibit 10(n)


                            HAWAIIAN AIRLINES, INC.

                   1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN

         SECTION 1.  PURPOSE OF PLAN.  The purpose of this 1996 Nonemployee
Director Stock Option Plan (this "Plan") of Hawaiian Airlines, Inc., a Hawaii
corporation (the "Company"), is to encourage ownership in the Company by
directors, to strengthen the ability of the Company to attract and retain the
services of experienced and knowledgeable individuals as directors, and to
provide those individuals with an incentive to work for the best interests of
the Company and its shareholders.

         SECTION 2.  PERSONS ELIGIBLE UNDER PLAN.  Any member of the Board of
Directors of the Company (the "Board") who is not an employee of the Company (a
"Nonemployee Director") shall be eligible to receive Options (as hereinafter
defined) pursuant to this Plan.

         SECTION 3.  TERMS OF OPTIONS.

         (a)  As used herein, an "Option" shall mean an option to purchase
one share of the Company's Common Stock, par value $.01 per share (a "Common
Share"), subject to adjustment pursuant to the terms hereof.  Each Option
shall have the following additional terms:

              (i)    it shall be exercisable in full six months and one day
    after the date on which such Option is granted (the "Date of Grant");
    PROVIDED, HOWEVER, that any Option that is not then otherwise exercisable
    shall become exercisable immediately prior to a reorganization, merger or
    consolidation that would cause such Option to terminate pursuant to Section
    3(d)(ii);

              (ii)   it shall expire upon the first to occur of (A) the
    second anniversary of the date upon which the optionee shall cease to be a
    Nonemployee Director, or (B) the tenth anniversary of the Date of Grant of
    such Option; and

              (iii)  it shall have an exercise price equal to the greater of
    (A) the Fair Market Value on the Date of Grant of such Option or (B) the
    par value of a Common Share on the Date of Grant.

         (b)  Payment of the exercise price of any Option and the optionee's
tax withholding obligation, if any, with respect to such Option shall be made in
full in cash concurrently with the exercise of such Option; PROVIDED, HOWEVER,
that the payment of such exercise price and/or tax withholding may instead be
made, in whole or in part, by any one or more of the following:

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              (i)    the delivery of previously owned shares of capital stock
    of the Company, provided that the Company is not then prohibited from
    purchasing or acquiring shares of its capital stock or such other property;
    or

              (ii)   the delivery, concurrently with such exercise and in
    accordance with Section 220.3(e)(4) of Regulation T promulgated under the
    Securities Exchange Act of 1934, as amended, of a properly executed
    exercise notice for such Option and irrevocable instructions to a broker
    promptly to deliver to the Company a specified dollar amount of the
    proceeds of a sale of or a loan secured by the Common Shares issuable
    upon exercise of such Option.

         (c)  The "Fair Market Value" of a Common Share or other security on
any date (the "Determination Date") shall be equal to the closing price per
Common Share or unit of such other security on the business day immediately
preceding the Determination Date on the American Stock Exchange (or such
other exchange or interdealer quotation system on which the Common Shares or
such other security are then listed or quoted) or, if no closing price was so
reported for such immediately preceding business day, the closing price for
the next preceding business day for which a closing price was so reported,
or, if no closing price was so reported for any of the 30 business days
immediately preceding the Determination Date, the average of the closing bid
and asked prices per Common Share or unit of such other security on the
business day immediately preceding the Determination Date as furnished by a
professional market maker, selected by the Board, making a market in the
Common Shares or such other security.

         (d)  All outstanding Options shall terminate upon the first to occur
of the following:

              (i)    the dissolution or liquidation of the Company;

              (ii)   a reorganization, merger or consolidation of the Company
    (other than a reorganization, merger or consolidation the sole purpose of
    which is to change the Company's domicile solely within the United States)
    as a result of which the outstanding securities of the class then subject
    to such outstanding Options are exchanged for or converted into cash,
    property and/or securities not issued by the Company, unless such
    reorganization, merger or consolidation shall have been affirmatively
    recommended to the shareholders of the Company by the Board and the terms
    of such reorganization, merger or consolidation shall provide that such
    Options shall continue in effect thereafter and shall be exercisable to
    acquire the number and type of securities or other consideration to which
    the Nonemployee Directors would have been entitled had they exercised such
    Options immediately prior to such reorganization, merger or consolidation;
    or

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              (iii)  the sale of all or substantially all of the property
    and assets of the Company.

         (e)  Each Option shall be nontransferable by the optionee other than
by will or the laws of descent and distribution, and shall be exercisable
during the optionee's lifetime only by the optionee or the optionee's
guardian or legal representative.

         (f)  Options are not intended to qualify as "Incentive Stock
Options."

         SECTION 4.  AWARDS.  From time to time the Board may grant to any
Nonemployee Director such number of Options as the Board may determine.  Each
grant of Options hereunder shall be evidenced by an agreement between the
Company and the recipient of such Options.

         SECTION 5.  STOCK SUBJECT TO PLAN.

         (a)  The aggregate number of Common Shares issued and issuable
pursuant to all Options granted under this Plan shall not exceed 500,000
subject to adjustment as provided in Section 8 hereof.

         (b)  For purposes of Section 5(a) hereof, the aggregate number of
Common Shares issued and issuable pursuant to all Options granted under this
Plan shall at any time be deemed to be equal to the sum of the following:

              (i)    the number of Common Shares that were issued prior to such
    time pursuant to the exercise of Options, other than Common Shares that
    were subsequently reacquired by the Company pursuant to the terms and
    conditions of Options and with respect to which the holder thereof received
    no benefits of ownership such as dividends; plus

              (ii)   the number of Common Shares that were otherwise issuable
    prior to such time pursuant to the exercise of Options but that were
    withheld by the Company as payment of the purchase price of the Common
    Shares issued pursuant to such exercise or as payment of the recipient's
    tax withholding obligation with respect to such issuance; plus

              (iii)  the maximum number of Common Shares issuable at or
    after such time pursuant to Options granted under this Plan prior to such
    time and not exercised as of such time.

         SECTION 6.  DURATION OF PLAN.  Options shall not be granted under
this Plan after November 1, 2006.  Although Common Shares may be issued after
November 1, 2006 pursuant to the exercise of Options granted prior to such
date, no Common Shares shall be issued under this Plan after November 1, 2016.

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         SECTION 7.  ADMINISTRATION OF PLAN.  This Plan shall be administered
by the Board.  Subject to the provisions of this Plan, the Board shall be
authorized and empowered to do all things necessary or desirable in connection
with the administration of this Plan, including, without limitation, the
following:

         (a)  adopt, amend and rescind rules and regulations relating to this
Plan;

         (b)  determine the terms and conditions of the Options, other than
the terms and conditions specified in Section 3 hereof;

         (c)  determine whether, and the extent to which, adjustments are
required pursuant to Section 8 hereof; and

         (d)  interpret and construe this Plan and the terms and conditions
of all Options granted hereunder.

         SECTION 8.  ADJUSTMENTS.  If the outstanding securities of the class
then subject to this Plan are increased, decreased or exchanged for or
converted into cash, property or a different number or kind of securities, or
if cash, property or securities are distributed in respect of such
outstanding securities, in either case as a result of a reorganization,
merger, consolidation, recapitalization, restructuring, reclassification,
dividend (other than a regular, quarterly cash dividend) or other
distribution, stock split, reverse stock split or the like, or if
substantially all of the property and assets of the Company are sold, then,
unless the terms of such transaction or this Plan shall provide otherwise,
the Board shall make appropriate and proportionate adjustments in (a) the
number and type of shares or other securities that may be acquired pursuant
to Options theretofore granted under this Plan and (b) the maximum number and
type of shares or other securities that may be issued pursuant to Options
thereafter granted under this Plan as provided in Section 5 hereof.

         SECTION 9.  AMENDMENT AND TERMINATION OF PLAN.  The Board may amend
or terminate this Plan at any time and in any manner, provided that no such
amendment or termination shall deprive the recipient of any Option
theretofore granted under this Plan, without the consent of such recipient,
of any of his or her rights thereunder or with respect thereto.

         SECTION 10. EFFECTIVE DATE OF PLAN.  This Plan shall be effective as
of November 1, 1996, the date upon which it was approved by the Board.

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