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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/A

AMENDMENT NO. 1 TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2001

Commission file number 1-8836

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HAWAIIAN AIRLINES, INC.(Exact name of registrant as specified in its charter)

HAWAII(State or other jurisdiction of
incorporation or organization)

99-0042880(I.R.S. employer
identification no.)3375 Koapaka Street, Suite G-350
Honolulu, Hawaii(Address of principal executive offices)

96819(Zip code)


Registrant's telephone number, including area code:(808) 835-3700

Securities
registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registeredCommon Stock ($.01 par value)
Preferred Stock Purchase Rights

American Stock Exchange and Pacific Exchange
American Stock Exchange and Pacific Exchange


Securities
registered pursuant to Section 12(g) of the Act: None

Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ý No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o

Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent
to the distribution of securities under a plan confirmed by the court. Yes (X) No o

As
of March 18, 2002, 34,464,324 shares of Common Stock of the Registrant were outstanding. The aggregate market value of voting stock held by non-affiliates of the
Registrant (14,409,036 shares) on March 18, 2002 is $43,083,018.

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INTRODUCTION

As used in this Amendment No. 1 to the Annual Report on Form 10-K/A, the terms "Hawaiian", "Company", "we", "us", "our" and similar terms refer to
Hawaiian Airlines, Inc., unless the context indicates otherwise.

This
Form 10-K/A amends the Form 10-K filed by Hawaiian on April 1, 2002 for the fiscal year ended December 31, 2001. This Form 10-K/A is being filed
solely to set forth the information required by Items 10, 11 and 12 of Part III of Form 10-K, because a definitive proxy statement containing such information will not be filed
within 120 days after the end of the fiscal year covered by Hawaiian's original Form 10-K filing. This Form 10-K/A amends Items 10, 11 and 12 of Part III and
Item 14 of Part IV of Hawaiian's original Form 10-K filing only, and all other portions of Hawaiian's original 10-K filing remain in effect.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

All of our directors are appointed in accordance with our by-laws, pursuant to which AIP has the right to nominate six directors, and each of the
International Association of Machinists and Aerospace Workers, the Association of Flight Attendants and the Air Line Pilots Association, International has the right to nominate one director. In
addition, the Hawaiian board is required to nominate one outside director and one director who is a senior management official of Hawaiian.

All
officers are appointed annually by our board of directors at their first meeting after the annual meeting of shareholders at which the Hawaiian board is elected and at subsequent
meetings of the Hawaiian board or as directed by our by-laws or as delegated by the Hawaiian board.

Information
regarding the current directors and executive officers of Hawaiian is provided below:

John W. Adams, 58.Mr. Adams has been the Chairman of the Board of Directors of Hawaiian and
of its Executive Committee since 1996. Since 1984, he has been the President of Smith Management LLC, a
private investment firm. In February 2002, he became a member of the Board of Directors of Sun Healthcare Group, Inc., a health care company, and he also serves as Chairman of its
Executive Committee. He was a member of the Board of Directors of Harvard Industries, Inc. from October 1994 until November 1998, and was Chairman of the Board and Chief Executive
Officer of Harvard Industries from February 1997 until November 1998. He served on the Board of Directors of Servico, Inc., a lodging ownership and management company, from
April 1994 until August 1997, being Chairman of the Board from December 1995 until he resigned from the Board.

Paul J. Casey, 56.Mr. Casey became Vice Chairman of the Board, Chief Executive Officer and
President effective April 1, 2002. He was President and Chief Executive Officer of Hawaiian from April 14, 1997 until January 31, 2001 when he became Vice Chairman of the Board
and Chief Executive Officer. He has also been Vice Chairman of the Executive Committee of Hawaiian since June 29, 1998. He was the President and Chief Executive Officer of the Hawaii Visitors
and Convention Bureau from 1995 until March 1997. He is a director of Outrigger Hotels, Inc., a Hawaii-based company with hotel and resort properties throughout the Pacific area, and of
Straub Foundation, a Hawaii-based health care system.

Todd G. Cole, 81.Mr. Cole has been a member of the Board of Directors since 1994. He spent
29 years in the airline industry, holding executive positions with Delta Air Lines, Inc. and with Eastern Airlines, Inc. before joining CIT Financial Corporation in 1969. At his
retirement from CIT in 1986, he held the position of Chairman and Chief Executive Officer. He served as Managing Director of SH&E, Inc., a consulting firm specializing in aviation matters, from
1992 until 1995. He is President of Cole & Wilds Associates, Inc. and a director of Kaiser Ventures, Inc. and of several private companies. Mr. Cole is Chairman of
Hawaiian's Audit Committee.

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Robert G. Coo, 60.Mr. Coo has been a member of the Board of Directors of Hawaiian since 1996.
He has been an independent consultant since 1995. From 1998 to 1999, he was Chief Financial Officer and Secretary of Camstar Systems, a developer of manufacturing execution system (MES) software. He
was Vice President and Chief Financial Officer of Pengo Industries, Inc., from 1990 until 1995, a director of Regency Health Services, Inc., from 1991 to 1997 and of First National Bank,
San Diego from 1995 to 1997.

Joseph P. Hoar, 67.Mr. Hoar has been a member of the Board of Directors of Hawaiian since
1999. He served in the Marine Corps for 37 years, retiring as a four-star general in 1994. His last active-duty assignment was
Commander-in-Chief, U.S. Central Command. In 1994, he established a consulting firm, J.P. Hoar & Associates, that engages in international strategic planning and
business development in the Middle East and Africa. He is a director of several nonprofit and privately owned corporations.

Reno F. Morella, 53.Mr. Morella has been a member of the Board of Directors of Hawaiian since
1996. He has been a pilot for Hawaiian since 1978. He is currently a Captain flying DC-10 and B767 aircraft. He was Chairman of the Hawaiian Master Executive Council of Air Line Pilots
Association,
International from 1994 until 1998. He was the First Officer Category Representative for Council 102 of Air Line Pilots Association, International from 1993 until 1994.

Samson Poomaihealani, 60.Mr. Poomaihealani has been a member of the Board of Directors of
Hawaiian since 1990. He has been the Assistant General Chairman of the Airline Machinists District 141 of the IAM since 1987. He is a ramp serviceman for United Airlines, Inc.

Edward Z. Safady, 44.Mr. Safady has been a member of the Board of Directors of Hawaiian since
1996. He was President and Chief Executive Officer of Liberty National Bank in Austin, Texas from March 1988 to October 1995. He then joined Smith Management LLC as Vice President, where
he served until the acquisition of Life Savings Bank (now known as Liberty Bank, SSB) in Austin, Texas in May 1997. He is currently Chairman of the Board, President and Chief Executive Officer
of Liberty Bank, SSB.

Sharon L. Soper, 56.Ms. Soper has been a member of the Board of Directors of Hawaiian since
1998. She has been a flight attendant for Hawaiian since 1965. She has worked in both the interisland and international operations. She has been President of the AFA Master Executive Council since
1987.

Thomas J. Trzanowski, 63.Mr. Trzanowski has been a member of the Board of Directors of
Hawaiian since 1998. He has served as President and Director of Spire Realty Group, Inc., Houston, Texas, a private property management company, since July 1989. He has also served as
President and Director of Pengo Realty Group, Inc., New York, New York, a private real estate holding company engaged in real estate investments, since June 1994. Mr. Trzanowski
also served as Treasurer of Smith Management LLC from November 1983 through December 1994 and, from September of 1996 until September of 1999 as a Director of Inland
Resources, Inc., in Denver, Colorado, a publicly traded oil and gas company. He currently serves as a Director of Liberty Bank, SSB.

William M. Weisfield, 60.Mr. Weisfield has been a member of the Board of Directors of
Hawaiian since 2001. He has been a director of UTILX Corporation since January 1995, Chairman of the Board since January 1996 and President and Chief Executive Officer since
November 1998. He was Senior Vice President of Benaroya Capital Company, a privately held investment company specializing in development of Pacific Northwest real estate and other investments,
from January 1994 to December 1998. Mr. Weisfield is a director of Lindal Cedar Homes, Inc., Lifespan Biosciences, Inc. and the Downtown Seattle Association.

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Information
Regarding Current Officers:

Information
on Mr. Adams and Mr. Casey is provided in the previous section.

Christine R. Deister, 52.Ms. Deister became Executive Vice President and Chief Financial
Officer of Hawaiian in July 2001. Previously, she was Executive Vice President, Chief Financial Officer and Treasurer, from March 1, 2001 to July 10, 2001. Prior to joining
Hawaiian, she had been employed with TWA for more than 30 years, most recently as Senior Vice PresidentFinance and Treasurer.

John B. Happ, 46.Mr. Happ has been Senior Vice PresidentMarketing and Sales
since December 1997. He served dual roles of Vice PresidentMarket Planning for LTU Airlines and Vice PresidentMarketing for its subsidiary, Go America, from 1996 to
1997. From 1989 to 1996, he held various senior marketing and business development positions at Continental Airlines, Inc., including most recently Managing Director of the Newark Business
Unit.

Ruthann S. Yamanaka, 48.Ms. Yamanaka has been Senior Vice PresidentPeople
Services Group since March 1998. She was Senior Vice PresidentAssistant Director, Human Resources for Bank of Hawaii from July 1994 through February 1998 and Manager,
Quality Assurance Administration from 1988 to 1994.

Lyn F. Anzai, 59.Ms. Anzai has been Vice President, General Counsel and Corporate Secretary
since July 1997. She was Senior Counsel in the Corporate/Investment legal division of Kamehameha Schools Bishop Estate from November 1990 until July 1997.

Karen A. Berry, 45.Ms. Berry was appointed Vice PresidentFinance and Treasurer
effective June 1, 2001. She held the position of DirectorFinancial and Business Analysis from 1990 until 1997, after which she held several senior positions within the finance and
marketing divisions, most recently as Managing DirectorFinance.

H. Norman Davies, Jr., 65.Mr. Davies became Executive Vice PresidentOperations
effective April 1, 2002. He was Vice PresidentSafety and Security since January 6, 1997. He was Chief Pilot in New York for Delta from November 1991 until
June 1996.

Brian D. Hermansader, 60.Mr. Hermansader was appointed Vice PresidentMaintenance
and Engineering effective August 1, 2001. He held the position of Division Manager Modifications Operations with SRTechnics from 2000 to July 2001. From 1997 to 2000, he was the Director
Quality Assurance with U. S. Technical and from 1996 to 1997 he was Vice President Maintenance and Engineering with Carnival Airlines.

Rolland F. Lawrence, 61.Mr. Lawrence was appointed Vice PresidentFlight
Operations on June 26, 2000. He has been a pilot with Hawaiian since 1966 and most recently served as a DC-10 Captain.

Blaine J. Miyasato, 38.Mr. Miyasato has been Vice PresidentCustomer Services
since January 2000, after serving as Vice PresidentIn-Flight, Catering and Product Development from February 1999 to January 2000. From 1993 to 1998 he
held various senior positions at Hawaiian including Senior DirectorIn-Flight, Product Development and Catering.

Glenn G. Taniguchi, 59.Mr. Taniguchi has been Vice PresidentSchedule Planning
since 1998. He was Vice PresidentSchedule Planning and Reservations from 1995 to 1998. He was Staff Vice PresidentSchedule Planning and Reservations of Hawaiian from 1991
until 1995.

The
following were officers of Hawaiian during 2001:

Robert W. Zoller, Jr., 55.Mr. Zoller was appointed President and Chief Operating Officer of
Hawaiian in February 2001 until his resignation effective April 15, 2002. Previously, he was Executive

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Vice PresidentOperations and Service from December 1999 until January 31, 2001. He held vice president positions at AirTran from 1996 to 1999, including most recently
Senior Vice President of Maintenance and Engineering. From 1991 to 1996, he was Vice President of Operations for AMR Eagle, Inc. and managing director of Eagle Aviation Services, Inc.

Steven E. Markhoff, 35.Mr. Markhoff was appointed Vice PresidentAcquisitions
effective June 1, 2001 until his employment with Hawaiian ended on February 28, 2002. He joined Hawaiian in November 1999, as Senior DirectorBoeing
717-200 integration. He previously held the position of attorney with Mesa Air Group from August 1998 to September 1999, Kiwi International Airlines from January 1997
to July 1998 and ValueJet from May 1995 to December 1996.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") requires Hawaiian's directors and executive officers, and persons who own more than
10% of a registered class of Hawaiian's equity securities, to file with the Securities and Exchange Commission (the "SEC"), and with Hawaiian, initial reports of ownership and reports of changes in
ownership of common stock and other equity securities of Hawaiian. Based upon the information supplied to it by such persons, Hawaiian is required to report in this document any known failure to file
these reports within the specified period. To the knowledge of Hawaiian, based upon a review of the Section 16(a) reports furnished to Hawaiian and the written representations of Hawaiian's
officers and directors, all these filing requirements were satisfied by
Hawaiian's directors and executive officers for fiscal year 2001 with the exception of Reno F. Morella. Shares administratively distributed during 2001 to Mr. Morella's account held by Vanguard
Fiduciary Trust Company, as Trustee, under the Hawaiian Airlines, Inc. Pilots' 401(k) Plan were inadvertently omitted from reporting. The required report was filed on February 13, 2002.

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ITEM 11. EXECUTIVE COMPENSATION.

The following Summary Compensation Table sets forth certain information regarding compensation paid for the last three fiscal years to Hawaiian's "named executive
officers," who are the chief executive officer and the four other most highly compensated executive officers of Hawaiian whose salary and bonus exceeded $100,000 in the 2001 fiscal year, and up to two
additional persons who would have been named executive officers but for the fact that they were not executive officers of Hawaiian at the end of the fiscal year ending on December 31, 2001.

Summary Compensation Table

|                                                                          |  | Annual Compensation |  | Long Term
Compensation 
|------------------------------------------------------------------------- |  | ------------------- |  | -----------------------
|
|John W. Adams
Chairman of the Board                                       |  | 2001
2000
1999      |  | 366,667
200,000
200,000
|Paul J. Casey
Vice Chairman of the Board and Chief Executive Officer      |  | 2001
2000
1999      |  | 325,000
325,000
316,666
|Robert W. Zoller, Jr.
President and Chief Operating Officer               |  | 2001
2000
1999      |  | 288,333
230,000
9,583  
|Christine R. Deister
Executive Vice President and Chief Financial Officer |  | 2001
2000
1999      |  | 197,917

            
|John B. Happ Senior
Vice President Marketing and Sales                    |  | 2001
2000
1999      |  | 225,000
225,000
220,000
|John L. Garibaldi                                                         |  | 2001
2000
1999      |  | 
143,000
239,999      

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Option Grants in Last Fiscal Year

The following table sets forth information about the options granted to the named executive officers in fiscal year 2001 pursuant to the 1996 Stock Incentive
Plan, as amended. During 2001, no options were granted pursuant to the 1994 Stock Option Plan.

Option Grants Last Fiscal Year

|                      |  |         |  |      |   |   |      |  |          | Potential Realizable Value at Assumed Annual Rate of Stock Price Appreciation for Option Term(4)
|--------------------- |  | ------- |  | ---- | - | - | ---- |  | -------- | ------------------------------------------------------------------------------------------------
|
|
|
|John W. Adams         |  | 200,000 |  | 33.3 | % | $ | 2.40 |  | 02/23/11 | (1)                                                                                             
|Robert W. Zoller, Jr. |  | 100,000 |  | 16.7 | % | $ | 2.40 |  | 04/15/06 | (2)                                                                                             
|Christine R. Deister  |  | 200,000 |  | 33.3 | % | $ | 2.46 |  | 03/01/11 | (3)                                                                                             

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Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values

The following table sets forth for each of the named executive officers the (i) aggregated options exercised in the last fiscal year, (ii) the
number of shares underlying unexercised options at 2001 fiscal year end and (iii) the 2001 fiscal year-end option values of unexercised in-the-money options.

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Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Value

|                      |  |   |  |   |  | Number of Securities Underlying Unexercised Options at Fiscal Year-End (#) |  |         |  |        
|--------------------- |  | - |  | - |  | -------------------------------------------------------------------------- |  | ------- |  | -------
|
|
|
|John W. Adams         |  |  |  |  |  | 250,000                                                                    |  |        |  | 366,875
|Paul J. Casey         |  |  |  |  |  | 525,000                                                                    |  | 225,000 |  | 253,125
|Robert W. Zoller, Jr. |  |  |  |  |  | 100,000                                                                    |  | 200,000 |  | 171,250
|Christine R. Deister  |  |  |  |  |  | 50,000                                                                     |  | 150,000 |  | 77,000 
|John B. Happ          |  |  |  |  |  | 175,000                                                                    |  | 75,000  |  | 109,375

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Compensation of Directors

During fiscal year 2001, nonemployee directors were each paid a $12,000 annual retainer fee, prorated on a monthly basis. In addition to the $12,000 annual
retainer fee, nonemployee directors received a fee of $1,250 for each meeting of the Board of Directors attended (decreased to $625 for telephonic attendance) and a fee of $500 for each committee
meeting attended. The Company provided travel to
and from Board meetings, as well as hotel accommodations, meals and ground transportation, as needed, for all directors. Mr. Adams, Mr. Casey, Mr. Morella and Ms. Soper, as
employee directors, received only reimbursement for expenses incurred in attending meetings.

In
addition to the Standing Board Committees, on October 29, 2001, the Board appointed the members of the Audit Committee to serve as a Special Committee to conduct an independent
review of and to negotiate on behalf of the minority shareholders the terms of the merger agreement with Aloha Airgroup, Inc., TurnWorks Acquisition III, Inc. and TurnWorks, Inc.
(the "Aloha/TW Merger"), under which the operations of Hawaiian and Aloha Airlines were to have been combined under a single holding entity. The Executive Committee authorized payment to the Special
Committee of fees and reasonable business expenses as follows:

|         |  | Retainer |        | Monthly
Retainer |   | In Person
Meeting |  | Telephonic
Meeting
|-------- |  | -------- | ------ | ---------------- | - | ----------------- |  | ------------------
|Chairman |  | $        | 30,000 |                  | $ | 3,750             |  | $                 
|Members  |  |          | 20,000 |                  |   | 2,500             |  |                   

The
Special Committee met nine times during 2001 and earned the following fees for 2001 which were paid in January 2002: Mr. Cole$59,250;
Mr. Hoar$38,500; and Mr. Weisfield$39,500. The Committee continued through March 2002 and held one meeting in 2002. Fees for 2002 were paid as follows:
Mr. Cole$20,250; Mr. Hoar$8,500; and Mr. Weisfield$8,500.

Nonemployee
directors of Hawaiian are eligible to receive stock options under the terms of the 1996 Nonemployee Director Stock Option Plan. At its discretion, the Compensation Committee
of the Board of Directors, acting pursuant to said Plan, can grant stock options to nonemployee directors under the terms of the plan. During 2001, no options were granted to nonemployee directors
pursuant to the 1996 Nonemployee Directors Stock Option Plan.

Employment Contracts: Termination of Employment and Change-in-Control Arrangements

Hawaiian has entered into employment contracts with each of the named executive officers other than Mr. Adams. Except as described below, the agreements
for the named executive officers, as amended to date, have substantially the same terms.

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Each
of the agreements specifies the officer's title and general duties and provides for a specified term of employment, which term varies as set forth in the table below and rolls
forward on a monthly basis; i.e., on the first day of each month, the term of the agreement is extended for an additional month unless either party has given written notice to the other party that it
does not wish the term to be extended. Each agreement sets forth (a) the officer's base salary (which is subject to annual review and may be increased in the sole discretion of the Board of
Directors or as the Board has designated), (b) the amount of any "signing bonus" or other special benefits, (c) the eligibility of the officer to receive annual performance bonuses in
the sole discretion of the compensation committee and/or the Hawaiian board of directors, (d) the right of the officer to participate in fringe benefit programs and benefit plans (such as
pension, disability and life insurance and medical coverages) in accordance with the terms of those programs and benefits, (e) the right of the officer, and the officer's spouse and dependents,
to travel benefits on Hawaiian flights, (f) the right of the officer to be included in Hawaiian's executive long-term disability insurance plan, (g) the right of the officer
to be reimbursed for business expenses in accordance with Hawaiian policies, (h) the right of the officer to receive an automobile allowance, a housing allowance, and reimbursement for club
dues (which rights vary among the named executive officers with employment contracts) and (i) the obligations of the officer to maintain the confidentiality of Hawaiian's information.

Certain
of the contractual provisions that vary in the employment contracts of the four named executive officers are shown in the following table:

|Name                  |  | Effective
Date of
Contract |  | Term
(Mos.) |     | Base
Salary ($) |     | Initial
Bonus ($) |  | Special
Other
Features
($) |        | Signing
Options
|--------------------- |  | -------------------------- |  | ----------- | --- | --------------- | --- | ----------------- |  | -------------------------- | ------ | ---------------
|Paul J. Casey         |  | 04/14/97                   |  | 36          |     | 325,000         |     | 70,000            |  |                           |        | 150,000        
|Robert W. Zoller, Jr. |  | 12/01/99                   |  | 24          | (1) | 300,000         | (2) |                  |  |                           |        | 100,000        
|Christine R. Deister  |  | 03/01/01                   |  | 12          | (3) | 250,000         |     | 75,000            |  | 80,000                     | (4)(5) | 200,000        
|John B. Happ          |  | 12/15/97                   |  | 18          |     | 225,000         |     |                  |  | 50,000                     | (5)    |               

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There
are also certain differences in the termination provisions in the employment agreements of the named executive officers. All of the agreements provide for termination
(a) immediately upon the officer's death, (b) at Hawaiian's election, if the officer is unable to perform his or her duties as a result of a medical or physical incapacity for
120 days in any consecutive 7-month period, (c) at any time by Hawaiian for "cause" (as defined in the agreements) and (d) at any time by Hawaiian without cause. In
addition, the employment agreements with Mr. Casey, Mr. Zoller and Ms. Deister provide that they may be terminated by the officer for "good reason" (which includes certain
transactions that involve changes in control, a material change in the officer's duties, a material breach by Hawaiian of the agreement, the failure by Hawaiian to provide incentive compensation and
benefit plans comparable to those in effect at the time the agreement was entered into and the relocation of Hawaiian's principal executive offices outside the Honolulu area). If the officer's
employment is terminated by death or by reason of disability, the officer (or his or her beneficiaries) is entitled to

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benefits in accordance with Hawaiian's retirement, insurance and other programs and plans then in effect. If the officer's employment is terminated (a) by act of Hawaiian other than for cause,
or (b) in the case of Mr. Casey, Mr. Zoller and Ms. Deister, by such officer for good reason, then such officer is entitled to receive: (1) any base salary accrued
but unpaid prior to the termination date and (2) the continued payment of the officer's base salary and fringe benefits for a period after the termination date that is equal to the term of the
officer's employment agreement as discussed above.

Finally,
the agreements provide that an officer terminated for cause is not entitled to continuation of such officer's base salary or other benefits after the termination date.

On
June 30, 2000, the compensation committee of Hawaiian's Board authorized amendments of employment agreements with and certain agreements granting options to, certain of the
officers to provide that, for those of the specified officers who continued to be employed by the Company, in the event a change of control in ownership of Hawaiian occurs before June 30, 2003,
(a) all stock options granted to such officers prior to and on June 30, 2000 would accelerate and become fully vested and (b) the exercise price of any unexercised options
previously granted to such officers and having a higher exercise price than the market price of the stock on June 30, 2000 would then be "reset" to the market price on June 30, 2000.

Compensation Committee Report

Strategy and Objectives for Executive Compensation

The Compensation Committee of the board of directors of Hawaiian is charged with making compensation recommendations to the full board of directors for Hawaiian's
executive officers at the vice president level and above, along with recommendations for bonuses, deferred compensation and stock option plans. The Compensation Committee also has authority to grant
awards under and to administer the 1994 Stock Option Plan and the 1996 Stock Incentive Plan, as amended.

In
determining executive compensation, the Committee reviews such general factors as profitability, operational integrity and customer satisfaction, and takes into consideration the
executives' accomplishment of specific projects, which for the executive officers in 2001 included induction of two new aircraft types (Boeing 717-200s replacing
DC-9-51s for the interisland fleet and Boeing 767-300ERs replacing DC-10 aircraft for the transpacific and south pacific routes), renegotiation
of the collective bargaining agreements with Hawaiian's major unions, and response to the events of September 11, 2001 and the resulting operational and security requirements affecting the
entire industry.

Principal Components of Executive Compensation

Components of executive compensation include annual base salary, specific contract provisions that vary per officer (including term, benefits and fringes),
incentive bonuses, and grants of options under Hawaiian's option plans. The annual base salary for an executive officer is generally negotiated at the beginning of employment and reviewed on a regular
basis in comparison to industry compensation levels, the need to attract talented executives to Hawaii and the performance objectives listed in the previous section. The award of bonuses is generally
related to the achievement of performance objectives. The grant of options is generally incentive based related to individual performance and to the profitablity of Hawaiian. Stock option awards for
2001 were in recognition of newly assumed executive positions and responsibilities for Mr. Adams, Mr. Zoller and Ms. Deister, as reported elsewhere herein.

As
described under the caption "Employment Contracts; Termination of Employment and Change-in-Control Arrangements," the named executive officers
except for Mr. Adams have employment contracts with Hawaiian which set forth their base salaries and other compensation

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arrangements and provide that their compensation levels are subject to annual review and possible increases in the sole discretion of the board of directors of Hawaiian.

Compensation of Chief Executive Officer

Mr. Casey's compensation determination for 2001 included the review of several factors, including Mr. Casey's leadership as Hawaiian negotiated its
collective bargaining agreements, inducted new aircraft and expanded to new routes. However, Hawaiian's expansion efforts and profitability were greatly affected by the events of September 11,
2001 and their subsequent effect on the air transportation industry. In response to these events, Mr. Casey and executive management took immediate measures to curtail losses, reduce routes and
review expansion and other plans, including negotiation of a merger transaction which was projected to provide long-term benefits to Hawaiian. Mr. Casey and executive management were not
awarded bonuses or granted stock options for 2001 but Mr. Casey's performance was recognized by an increase in his base salary to $375,000 effective February 1, 2002.

2001/2002 Actions of the Compensation Committee

On December 21, 2000, the Compensation Committee reviewed the background and credentials of Christine R. Deister for the position of executive vice
president, chief financial officer and treasurer and approved, effective March 1, 2001, compensation for Ms. Deister, including a base salary of $250,000, a rolling 12-month
contract which will increase to 24 months after two years and other benefits. In addition, the Compensation Committee authorized the grant to Ms. Deister of options to purchase 200,000
shares of Hawaiian common stock on the first day of employment at an exercise price equal to the market value on said date.

On
January 31, 2001, by action of the board of directors of Hawaiian, Mr. Casey was named vice chairman and chief executive officer and Mr. Zoller was named
president and chief operating officer. On February 23, 2001, the Compensation Committee authorized an increase in base salary for Mr. Zoller from $230,000 to $300,000 effective
January 31, 2001 and granted to Mr. Zoller options to purchase 100,000 shares of Hawaiian common stock at the market price on said date. Further, the Compensation Committee authorized an
increase in Mr. Adams' annual base salary from $200,000 to $400,000 effective January 31, 2001 and recommended to the board that the board grant to Mr. Adams options to purchase
200,000 shares of Hawaiian common stock at the market price on said date of grant, which was February 23, 2001.

On
February 25, 2002, the Compensation Committee acknowledged that Hawaiian's review of officer compensation had been interrupted by the proposed Merger involving Aloha
Airgroup, Inc. and TurnWorks, Inc. and granted amendments to certain officers' employment agreement and stock option grants with respect to compensation and benefits and the treatment of
options previously granted to officers in the event the proposed merger was consummated, including an increase of $50,000 to Mr. Casey's base annual salary, which was increased to $375,000
annually, effective February 1, 2002.

On
March 28, 2002, the Compensation Committee approved a salary of $200,000 per year for H. Norman Davies, Jr., who was appointed executive vice presidentoperations
upon Mr. Zoller's separation from Hawaiian.

On
April 26, 2002, in recognition of the active role of Mr. Adams in executive management, the Compensation Committee approved an increase in Mr. Adams' base salary
to $600,000 per year, effective May 1, 2002.

Submitted by the Compensation Committee
Edward Z. Safady, Chairperson
Reno F. Morella
Thomas J. Trzanowski

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The above report of the Compensation Committee will not be deemed to be incorporated by reference into any filing by Hawaiian under the Securities Act or the
Securities Exchange Act, except to the extent that Hawaiian specifically incorporates the same by reference, nor shall it be deemed to be "soliciting material" or to be "filed" with the SEC or subject
to Regulations 14A or 14C or to the liabilities of Section 18 of the Exchange Act.

Compensation Committee Interlocks and Insider Participation

Arthur J. Pasmas, Reno F. Morella and Thomas J. Trzanowski served on the Compensation Committee from January 2001 until May 25, 2001, after which
date Edward Z. Safady replaced Mr. Pasmas on the Compensation Committee. No other member of Hawaiian's Board of Directors or other person served on the Compensation Committee during the 2001
fiscal year. Except for Mr. Morella, who is an employee of Hawaiian, no member of the Compensation Committee is (or was during the 2001 fiscal year) a current or former officer or employee of
Hawaiian and no executive officer of Hawaiian is (or was during the 2001 fiscal year) a member of the Board or Compensation (or equivalent) Committee of any corporation of which a member of the
Hawaiian's Compensation Committee is (or was during the 2001 fiscal year) an executive officer.

12

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Stock Performance Graph

The following graph compares cumulative total shareholder return of Hawaiian, the S&P 500 Index and our selected peer issuer index from January 1, 1996 to
December 31, 2001. The peer issuers we have selected are AirTran Holdings Inc. (formerly ValuJet Inc.), Alaska Airgroup Inc., America West Holding Corporation,
Amtran, Inc., Atlantic Coast Airlines, Inc., Great Lakes Aviation Ltd., Mesa Air Group, Inc. and Southwest Airlines. The comparison assumes $100 was invested on
June 21, 1995 in our common stock and each of the foregoing indices and assumes reinvestment of dividends before consideration of income taxes. We have paid no dividends on our common stock.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*AMONG HAWAIIAN AIRLINES, INC., THE S & P 500 INDEX
AND A PEER GROUP

CHART

* $100 invested on 12/31/96 in stock or index-
including reinvestment of dividends.
Fiscal year ending December 31.

The stock performance depicted in the graph above is not to be relied upon as indicative of future performance. The Stock Performance Graph shall
not be deemed to be incorporated by reference into any filing by Hawaiian under the Securities Act or the Exchange Act, except to the extent that Hawaiian specifically incorporates the same by
reference, nor shall it be deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Exchange Act.

13

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth the beneficial ownership, both direct and indirect, reported to Hawaiian as of the Record Date, of Hawaiian common stock and
Hawaiian special preferred stock, including shares as to which a right to acquire ownership within 60 days exists (for example, through the exercise of stock options). The following table
presents for Hawaiian for 2001 (a) beneficial owners of more than 5% of Hawaiian common stock and Hawaiian special preferred stock, (b) securities ownership by each director, the chief
executive officer, the four other most highly compensated executive officers and (c) securities ownership for the group comprised of all directors and executive officers of Hawaiian. Hawaiian
knows of no persons other than those identified below who owned beneficially more than 5% of the outstanding shares of Hawaiian common stock as of Record Date.

|Name and Address                                                                                                                                             |  | Number of Shares(1) |        | Percent and Class of Stock                                                                                 
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------- | ------ | -----------------------------------------------------------------------------------------------------------
|Airline Investors Partnership, L.P.                                                                                                                          |  | 18,181,818          | (2)    | 52.76% of Common Stock                                                                                     
|AIP General Partner, Inc.
885 Third Avenue, 34th Floor
New York, NY 10022                                                                                    |  | 4                   | (2)    | 100% of Series B Special Preferred
Stock (Constituting 57.1% of all Preferred Stock)                       
|John W. Adams                                                                                                                                                |  | 18,462,643
4        | (2)(2) | 53.18% of Common Stock
100% of Series B Special Preferred Stock (Constituting 57.1% of all Preferred Stock)
|Amber Arbitrage LDC
c/o Custom House Fund Management Ltd.
31 Kildare Street, Dublin 2, Ireland                                                               |  | 4,667,672           | (3)    | 13.54% of Common Stock                                                                                     
|Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401                                                                         |  | 3,221,100           | (4)    | 9.35% of Common Stock                                                                                      
|Vanguard Fiduciary Trust Company
14321 North Northsight Boulevard
Scottsdale, AZ 85260                                                                       |  | 1,771,604           | (5)    | 5.14% of Common Stock                                                                                      
|Association of Flight Attendants
1625 Massachusetts Avenue, N.W.
Washington, DC 20036-2212
Attn.: David Borer, Esq.                                          |  | 1                   |        | 100% of Series C Special Preferred
Stock (Constituting 14.3% of all Preferred Stock)                       
|International Association of Machinists
and Aerospace Workers
P.O. Box 3141
South San Francisco, CA 94083
Attn: Kenneth Thiede                               |  | 1                   |        | 100% of Series D
Special Preferred Stock (Constituting 14.3% of all Preferred Stock)                       
|Hawaiian Master Executive Council
c/o Air Line Pilots Association
3375 Koapaka Street, Suite F-238-8
Honolulu, HI 96819
Attn.: Master Chairman, Hawaiian MEC |  | 1                   |        | 100% of Series E Special Preferred Stock (Constituting 14.3% of all Preferred Stock)                       
|Paul J. Casey                                                                                                                                                |  | 535,000             | (6)    | 1.53% of Common Stock                                                                                      
|Todd G. Cole                                                                                                                                                 |  | 30,000              | (7)    | Common Stock*                                                                                              
|Robert G. Coo                                                                                                                                                |  | 30,765              | (7)    | Common Stock*                                                                                              
|Joseph P. Hoar                                                                                                                                               |  | 24,000              | (7)    | Common Stock*                                                                                              
|Reno F. Morella                                                                                                                                              |  | 8,887               | (8)(9) | Common Stock*                                                                                              

14

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|Samson Poomaihealani                                                                     |  | 24,000     | (7)     | Common Stock*         
|---------------------------------------------------------------------------------------- |  | ---------- | ------- | ----------------------
|Edward Z. Safady                                                                         |  | 42,000     | (7)     | Common Stock*         
|Sharon L. Soper                                                                          |  | 1,165      | (9)     | Common Stock*         
|Thomas J. Trzanowski                                                                     |  | 25,000     | (7)(10) | Common Stock*         
|William M. Weisfield                                                                     |  | 1,000      |         | Common Stock*         
|Christine R. Deister                                                                     |  | 50,000     | (11)    | Common Stock*         
|John B. Happ                                                                             |  | 175,000    | (12)    | Common Stock*         
|Robert W. Zoller, Jr.                                                                    |  | 303,000    | (13)    | Common Stock*         
|All directors and executive officers as a group including those named above (23 persons) |  | 20,038,615 |         | 58.66% of Common Stock

---

15

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16

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ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

|(a) |  | Financial Statements.                                                              
|--- |  | -----------------------------------------------------------------------------------
|    |  |                                                                                    
|    |  |                                                                                    
|    |  |                                                                                    
|    |  |                                                                                    
|    |  |                                                                                    
|    |  |                                                                                    
|    |  | Financial Statement Schedule.                                                      
|    |  |                                                                                    
|    |  |                                                                                    
|    |  |                                                                                    
|(b) |  | Reports on Form 8-K.                                                               
|    |  |                                                                                    
|    |  |                                                                                    
|(c) |  | Exhibits.                                                                          
|    |  | Exhibit 3Articles of Incorporation, Bylaws.                                       
|    |  |                                                                                    
|    |  |                                                                                    
|    |  | Exhibit 4Instruments Defining the Rights of Security Holders Including Indentures.
|    |  |                                                                                    
|    |  |                                                                                    
|    |  |                                                                                    
|    |  |                                                                                    
|    |  |                                                                                    
|    |  |                                                                                    
|    |  |                                                                                    
|    |  |                                                                                    

17

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| |  |                                |     |  | (b)                                                                                                                                                                                                                                                                                                                                                                                     |  | Amendment No. 2 to the Rights Agreement, as amended, dated as of January 31, 1996 by and between Hawaiian Airlines, Inc. and Chemical Trust Company of California;                                                                                                                                                
| |  | ------------------------------ | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                |     |  | (c)                                                                                                                                                                                                                                                                                                                                                                                     |  | Amendment No. 2 to 1994 Stock Option Plan, as amended, dated as of December 8, 1995.                                                                                                                                                                                                                              
| |  |                                | (5) |  | 1996 Stock Incentive Plan, as amended, filed as Exhibit 4 to the Company's Amendment No. 1 to Registration Statement on Form S-2 as filed July 12, 1996 is incorporated herein by reference.                                                                                                                                                                                           
| |  |                                | (6) |  | Amendment No. 3 to the Rights Agreement, as amended, dated as of May 21, 1998, by and between Hawaiian Airlines, Inc. and ChaseMellon Shareholder Services, L.L.C., as successor to Chemical Trust Company
of California, filed as Exhibit 4 to the Company's Amendment No. 2 to Registration Statement on Form 8-A as filed May 22, 1998 is incorporated herein by reference.         
| |  |                                | (7) |  | Amendment No. 4 to the Rights Agreement, as amended, dated as of August 28, 1998, by and between Hawaiian Airlines, Inc. and ChaseMellon Shareholder Services, L.L.C., as successor to Chemical Trust
Company of California, filed as Exhibit 5 to the Company's Amendment No. 3 to Registration Statement on Form 8-A as filed September 14, 1998 is incorporated herein by reference.
| |  |                                |     |  | The Company agrees to provide the Securities and Exchange Commission, upon request, copies of instruments defining the rights of security holders of long-term debt of the Company.                                                                                                                                                                                                    
| |  | Exhibit 10Material Contracts.
| |  |                                | (1) |  | Aircraft Loan Agreement, dated March 29, 1999, between Bank of Hawaii and Hawaiian Airlines, Inc. filed as Exhibit 10 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1999, and in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for certain portions thereof, is incorporated herein by reference.             
| |  |                                | (2) |  | The following contracts filed as Exhibit 10 to the Company's Annual Report on Form 10-K for the year ended December 31, 1999 are incorporated herein by reference:                                                                                                                                                                                                                     
| |  |                                |     |  | (a)                                                                                                                                                                                                                                                                                                                                                                                     |  | Sublease Agreement 060 dated as of October 26, 1999 between Continental Micronesia, Inc. and the Company, in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for certain
portions thereof.                                                                                  
| |  |                                |     |  | (b)                                                                                                                                                                                                                                                                                                                                                                                     |  | Sublease Agreement 061 dated as of October 26, 1999 between Continental Micronesia, Inc. and the Company, in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for certain
portions thereof.                                                                                  
| |  |                                |     |  | (c)                                                                                                                                                                                                                                                                                                                                                                                     |  | Aircraft Maintenance Services Agreement dated as of October 26, 1999 by and between the Company and Continental Airlines, Inc., in redacted form since confidential treatment has been requested pursuant to
Rule 24.b-2 for certain portions thereof.                                                            
| |  |                                |     |  | (d)                                                                                                                                                                                                                                                                                                                                                                                     |  | Agreement between U.S. Bank National Association and the Company, effective date December 31, 1999, in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for certain portions
thereof.                                                                                        
| |  |                                |     |  | (e)                                                                                                                                                                                                                                                                                                                                                                                     |  | Aircraft General Terms Agreement AGTA-HWI between The Boeing Company and the Company, dated as of December 31, 1999, in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for
certain portions thereof.                                                                       
| |  |                                |     |  | (f)                                                                                                                                                                                                                                                                                                                                                                                     |  | Purchase Agreement Number 2252 between McDonnell Douglas Corporation and the Company relating to Model 717-22A Aircraft and the following Letter Agreements, dated as of December 31, 1999, in redacted form since
confidential treatment has been requested pursuant to Rule 24.b-2 for certain portions thereof:

18

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| |  |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                      |  | (a)                                                                                                                                                                                                                                                                                                                                                                                                            |  | Customer Services Matters;                               
| |  |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------
| |  |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                      |  | (b)                                                                                                                                                                                                                                                                                                                                                                                                            |  | Spares Initial Provisioning;                             
| |  |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                      |  | (c)                                                                                                                                                                                                                                                                                                                                                                                                            |  | Aircraft Performance Guarantees;                         
| |  |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                      |  | (d)                                                                                                                                                                                                                                                                                                                                                                                                            |  | Promotional Support;                                     
| |  |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                      |  | (e)                                                                                                                                                                                                                                                                                                                                                                                                            |  | Business Matters;                                        
| |  |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                      |  | (f)                                                                                                                                                                                                                                                                                                                                                                                                            |  | Purchase Rights Aircraft and Aircraft Model Substitution;
| |  |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                      |  | (g)                                                                                                                                                                                                                                                                                                                                                                                                            |  | Liquidated DamagesNon-Excusable Delay;                  
| |  |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                      |  | (h)                                                                                                                                                                                                                                                                                                                                                                                                            |  | Guarantee Agreement;                                     
| |  |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                      |  | (i)                                                                                                                                                                                                                                                                                                                                                                                                            |  | Other Matters;                                           
| |  |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                      |  | (j)                                                                                                                                                                                                                                                                                                                                                                                                            |  | Financing Matters;                                       
| |  |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                      |  | (k)                                                                                                                                                                                                                                                                                                                                                                                                            |  | Spares Commitments;                                      
| |  |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                      |  | (l)                                                                                                                                                                                                                                                                                                                                                                                                            |  | Board Approval.                                          
| |  |  | (3) |  | Further Letter Agreements relating to Purchase Agreement Number 2252 filed as Exhibit 10 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 are incorporated herein by
reference:                                                                                                                                                                  
| |  |  |     |  | (a)                                                                                                                                                                                                                                                                                                                                                                                  |  | Supplemental Agreement No. 1;                                                                                                                                                                                                                                                                                                                                                                                 
| |  |  |     |  | (b)                                                                                                                                                                                                                                                                                                                                                                                  |  | Other Matters.                                                                                                                                                                                                                                                                                                                                                                                                
| |  |  | (4) |  | The following contracts filed as Exhibit 10 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 are incorporated herein by reference:                                                                                                                                                                                                                
| |  |  |     |  | (a)                                                                                                                                                                                                                                                                                                                                                                                  |  | Loan agreement dated May 26, 2000 between Hawaiian as Borrower and Kreditanstalt fur Wiedaraufbau as Lender and the related Secured Reimbursement Agreement dated as of May 26, 2000 between Hawaiian as Borrower and
Rolls-Royce Deutschland GmbH as Guarantor, filed as Exhibit 99-1, in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for certain portions thereof;
| |  |  |     |  | (b)                                                                                                                                                                                                                                                                                                                                                                                  |  | Commercial Cooperation Agreement between Northwest Airlines, Inc. (NW) and Hawaiian, the Partner Agreement between NW and Hawaiian, and the Multilateral Prorate Agreement among Hawaiian, NW, and KLM Royal Dutch Airways,
 all dated May 17, 2000, filed as Exhibit 99-2, in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for certain portions thereof;            
| |  |  |     |  | (c)                                                                                                                                                                                                                                                                                                                                                                                  |  | Employment Agreement for Robert W. Zoller, Jr. as Executive Vice PresidentOperations and Service, effective as of December 1, 1999, filed as Exhibit 99-3;                                                                                                                                                                                                                                                   
| |  |  |     |  | (d)                                                                                                                                                                                                                                                                                                                                                                                  |  | "Deferred Advance Payments" Letter Agreement relating to Purchase Agreement Number 2252 filed as Exhibit 99-4, in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for
certain portions thereof.                                                                                                                                                                         
| |  |  | (5) |  | Sublease Agreement 084 dated as of December 8, 2000 between Continental Airlines, Inc. and the Company, filed as Exhibit 10 to the Company's Annual Report on Form 10-K for the year ended December 31,
 2000, and filed in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for certain portions thereof, is incorporated herein by reference.
| |  |  | (6) |  | The following contracts filed as exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 are incorporated herein by reference:                                                                                                                                                                                                                 
| |  |  |     |  | (a)                                                                                                                                                                                                                                                                                                                                                                                  |  | Employment Agreement for Christine Deister as Executive Vice PresidentChief Financial OfficerTreasurer, effective as of March 1, 2001.                                                                                                                                                                                                                                                                      

19

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| |  |  |     |  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Lease Agreement N475HA dated February 28, 2001, between First Security Bank, N.A. and the Company, for one Boeing 717-200 aircraft, filed in redacted form since confidential treatment has been requested pursuant
to Rule 24.b-2 for certain provisions thereof. The Company also entered into Lease Agreement N476HA dated March 14, 2001, Lease Agreement N477HA dated April 30, 2001, Lease Agreement N478HA dated May 25, 2001, Lease Agreement
N479HA dated June 21, 2001, Lease Agreement N480HA dated June 28, 2001, Lease Agreement N481HA dated July 26, 2001, Lease Agreement N482HA dated August 13, 2001, Lease Agreement N483HA dated August 27, 2001, Lease Agreement N484HA
dated September 12, 2001, Lease Agreement N485HA dated October 29, 2001, Lease Agreement N486HA dated November 20, 2001, and Lease Agreement N487HA dated December 20, 2001, between Wells Fargo Bank, Northwest, N.A. (successor to
First Security Bank, N.A.) and the Company, each for an additional Boeing 717-200 aircraft. The leases are substantially identical to Lease Agreement N475HA filed in redacted form with the Company's Form 10-Q for the first quarter of 2001,
except with respect to the aircraft information, delivery dates and certain other information as to which the Company is requesting confidential treatment pursuant to Rule 24.b-2. Pursuant to S-K Item 601, Instruction 2, Lease Agreement N476HA,
Lease Agreement N477HA, Lease Agreement N478HA, Lease Agreement N479HA, Lease Agreement N480HA, Lease Agreement N481HA, Lease Agreement N482HA, Lease Agreement N483HA, Lease Agreement N484HA, Lease Agreement N485HA, Lease Agreement N486HA and Lease
Agreement N487HA are not being filed herewith.
| |  |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | (7) |  | Lease Agreement between AWMSI and the Company, dated as of June 8, 2001, for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 28140 ("Lease Agreement 28140"), filed as Exhibit 10 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, and filed in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for certain provisions thereof, is incorporated herein by
reference. The Company has also entered into that Lease Agreement between AWMSI and the Company, dated as of June 8, 2001 for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 28141 ("Lease Agreement 28141") and
that Lease Agreement between AWMSI and the Company, dated as of June 8, 2001 for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 28139 ("Lease Agreement 28139"), which lease agreements are substantially identical to Lease
Agreement 28140 except with respect to aircraft information, delivery date and certain other information as to which the Company is requesting confidential treatment pursuant to Rule 24.b-2. Pursuant to S-K Item 601, Lease Agreement 28141
and Lease Agreement 28139 are not being filed herewith.
| |  |  | (8) |  | The following contracts filed as exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 are incorporated herein by reference:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

20

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| |  |  |  |  | (a) |  | Lease Agreement between International Lease Finance Corporation ("ILFC") and the Company, dated as of July 16, 2001, for one Boeing Model 767-3G5ER aircraft, Manufacturer's Serial Number 24257 ("Lease Agreement
24257"), filed in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for certain provisions thereof. The Company has also entered into that Lease Agreement between ILFC and the Company, dated as of July 16,
 2001 for one Boeing Model 767-3G5ER aircraft, Manufacturer's Serial Number 24258 ("Lease Agreement 24258"), that Lease Agreement between ILFC and the Company, dated as of July 16, 2001, for one Boeing Model 767-3G5ER aircraft,
Manufacturer's Serial Number 25531 ("Lease Agreement 25531"), and that Lease Agreement between ILFC and the Company, dated as of July 16, 2001, for one Boeing Model 767-3G5ER aircraft, Manufacturer's Serial Number 24259 ("Lease Agreement
24259"), which lease agreements are substantially identical to Lease Agreement 24257 except with respect to aircraft information, delivery date and certain other information as to which the Company is requesting confidential treatment pursuant to
Rule 24.b-2. Pursuant to S-K Item 601, Lease Agreement 24258, Lease Agreement 25531, and Lease Agreement 24259 are not being filed herewith.                                                                                                                                                                                             
| |  |  |  |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  |  |  | (b) |  | Lease Agreement between AWMSI and the Company, dated as of September 20, 2001, for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33421 ("Lease Agreement 33421"), filed in redacted form since
confidential treatment has been requested pursuant to Rule 24.b-2 for certain provisions thereof. The Company has also entered into that Lease Agreement between AWMSI and the Company, dated as of September 20, 2001 for one Boeing
Model 767-33AER aircraft, Manufacturer's Serial Number 33422 ("Lease Agreement 33422"), that Lease Agreement between AWMSI and the Company, dated as of September 20, 2001, for one Boeing Model 767-33AER aircraft, Manufacturer's Serial
Number 33423 ("Lease Agreement 33423"), that Lease Agreement between AWMSI and the Company, dated as of September 20, 2001, for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33424 ("Lease Agreement 33424"), and that
Lease Agreement between AWMSI and the Company, dated as of September 20, 2001, for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33425 ("Lease Agreement 33425"), which lease agreements are substantially identical to
Lease Agreement 33421 except with respect to aircraft information, delivery date and certain other information as to which the Company is requesting confidential treatment pursuant to Rule 24.b-2. Pursuant to S-K Item 601, Lease Agreement
33422, Lease Agreement 33423, Lease Agreement 33424, and Lease Agreement 33425 are not being filed herewith.

21

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| |  |            |     |                                    | (c)                                                                                                                                                                                                                                                                                                                |  | Lease Agreement between BCC Equipment Leasing Corporation ("BCC") and the Company, dated as of September 20, 2001, for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33426 ("Lease Agreement
33426"), filed in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for certain provisions thereof. The Company has also entered into that Lease Agreement between BCC and the Company, dated as of
September 20, 2001 for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33427 ("Lease Agreement 33427"), that Lease Agreement between BCC and the Company, dated as of September 20, 2001, for one Boeing
Model 767-33AER aircraft, Manufacturer's Serial Number 33428 ("Lease Agreement 33428"), and that Lease Agreement between BCC and the Company, dated as of September 20, 2001, for one Boeing Model 767-33AER aircraft, Manufacturer's
Serial Number 33429 ("Lease Agreement 33429"), which lease agreements are substantially identical to Lease Agreement 33426 except with respect to aircraft information, delivery date and certain other information as to which the Company is requesting
confidential treatment pursuant to Rule 24.b-2. Pursuant to S-K Item 601, Lease Agreement 33427, Lease Agreement 33428, and Lease Agreement 33429 are not being filed herewith.
| |  | ---------- | --- | ---------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |            |     |                                    | (d)                                                                                                                                                                                                                                                                                                                |  | CodeShare Agreement dated July 1, 2001 between the Company and Alaska Airlines, Inc. filed in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for certain provisions
thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  |            | (9) |                                    | PW4060 Engine Fleet Management Program Agreement by and between United Technologies Corporation Pratt & Whitney Division and Hawaiian Airlines, Inc., dated as of October 5, 2001, filed in redacted form
since confidential treatment for certain provisions thereof has been requested pursuant to Rule 24.b-2.*
| |  | Exhibit 23 |     | Consent of experts and counsel.   
| |  |            |     | (1) Consent of Ernst & Young LLP.*
| |  | Exhibit 24 |     | Power of Attorney.*               

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22

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EXHIBIT INDEX

|Exhibit Number |  |                                                                                     | Description
|-------------- |  | ----------------------------------------------------------------------------------- | -----------
|(a)            |  | Financial Statements.                                                              
|               |  |                                                                                     | (1)        
|               |  |                                                                                     | (2)        
|               |  |                                                                                     | (3)        
|               |  |                                                                                     | (4)        
|               |  |                                                                                     | (5)        
|               |  |                                                                                     | (6)        
|               |  | Financial Statement Schedule.                                                      
|               |  |                                                                                     | (1)        
|               |  |                                                                                     | (2)        
|               |  |                                                                                     |            
|(b)            |  | Reports on Form 8-K.                                                               
|               |  |                                                                                     | (1)        
|               |  |                                                                                     | (2)        
|(c)            |  | Exhibits.                                                                          
|               |  | Exhibit 3Articles of Incorporation, Bylaws.                                       
|               |  |                                                                                     | (1)        
|               |  |                                                                                     | (2)        
|               |  | Exhibit 4Instruments Defining the Rights of Security Holders Including Indentures.
|               |  |                                                                                     | (1)        
|               |  |                                                                                     | (2)        
|               |  |                                                                                     |            
|               |  |                                                                                     |            
|               |  |                                                                                     |            
|               |  |                                                                                     | (3)        
|               |  |                                                                                     | (4)        

23

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| |  |                                |     |  | (a)                                                                                                                                                                                                                                                                                                                                                                                     |  | Rightsholders Agreement dated as of January 31, 1996, by and among Hawaiian Airlines, Inc., Airline Investors Partnership, L.P., AMR Corporation, Martin Anderson and Robert Midkiff;                                                                 
| |  | ------------------------------ | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                |     |  | (b)                                                                                                                                                                                                                                                                                                                                                                                     |  | Amendment No. 2 to the Rights Agreement, as amended, dated as of January 31, 1996 by and between Hawaiian Airlines, Inc. and Chemical Trust Company of California;                                                                                    
| |  |                                |     |  | (c)                                                                                                                                                                                                                                                                                                                                                                                     |  | Amendment No. 2 to 1994 Stock Option Plan, as amended, dated as of December 8, 1995.                                                                                                                                                                  
| |  |                                | (5) |  | 1996 Stock Incentive Plan, as amended, filed as Exhibit 4 to the Company's Amendment No. 1 to Registration Statement on Form S-2 as filed July 12, 1996 is incorporated herein by reference.                                                                                                                                                                                           
| |  |                                | (6) |  | Amendment No. 3 to the Rights Agreement, as amended, dated as of May 21, 1998, by and between Hawaiian Airlines, Inc. and ChaseMellon Shareholder Services, L.L.C., as successor to Chemical Trust Company
of California, filed as Exhibit 4 to the Company's Amendment No. 2 to Registration Statement on Form 8-A as filed May 22, 1998 is incorporated herein by reference.         
| |  |                                | (7) |  | Amendment No. 4 to the Rights Agreement, as amended, dated as of August 28, 1998, by and between Hawaiian Airlines, Inc. and ChaseMellon Shareholder Services, L.L.C., as successor to Chemical Trust
Company of California, filed as Exhibit 5 to the Company's Amendment No. 3 to Registration Statement on Form 8-A as filed September 14, 1998 is incorporated herein by reference.
| |  |                                |     |  | The Company agrees to provide the Securities and Exchange Commission, upon request, copies of instruments defining the rights of security holders of long-term debt of the Company.                                                                                                                                                                                                    
| |  | Exhibit 10Material Contracts.
| |  |                                | (1) |  | Aircraft Loan Agreement, dated March 29, 1999, between Bank of Hawaii and Hawaiian Airlines, Inc. filed as Exhibit 10 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1999, and in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for certain portions thereof, is incorporated herein by reference.             
| |  |                                | (2) |  | The following contracts filed as Exhibit 10 to the Company's Annual Report on Form 10-K for the year ended December 31, 1999 are incorporated herein by reference:                                                                                                                                                                                                                     
| |  |                                |     |  | (a)                                                                                                                                                                                                                                                                                                                                                                                     |  | Sublease Agreement 060 dated as of October 26, 1999 between Continental Micronesia, Inc. and the Company, in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for certain
portions thereof.                      
| |  |                                |     |  | (b)                                                                                                                                                                                                                                                                                                                                                                                     |  | Sublease Agreement 061 dated as of October 26, 1999 between Continental Micronesia, Inc. and the Company, in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for certain
portions thereof.                      
| |  |                                |     |  | (c)                                                                                                                                                                                                                                                                                                                                                                                     |  | Aircraft Maintenance Services Agreement dated as of October 26, 1999 by and between the Company and Continental Airlines, Inc., in redacted form since confidential treatment has been requested pursuant to
Rule 24.b-2 for certain portions thereof.
| |  |                                |     |  | (d)                                                                                                                                                                                                                                                                                                                                                                                     |  | Agreement between U.S. Bank National Association and the Company, effective date December 31, 1999, in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for certain portions
thereof.                            
| |  |                                |     |  | (e)                                                                                                                                                                                                                                                                                                                                                                                     |  | Aircraft General Terms Agreement AGTA-HWI between The Boeing Company and the Company, dated as of December 31, 1999, in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for
certain portions thereof.           

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| |  |  |     |  | (f)                                                                                                                                                                                                                                                                                                                                                                                  |  | Purchase Agreement Number 2252 between McDonnell Douglas Corporation and the Company relating to Model 717-22A Aircraft and the following Letter Agreements, dated as of December 31, 1999, in redacted form since
confidential treatment has been requested pursuant to Rule 24.b-2 for certain portions thereof:                                                                                            
| |  |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                      |  | (a)                                                                                                                                                                                                                                                                                                                                                                                                           
| |  |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                      |  | (b)                                                                                                                                                                                                                                                                                                                                                                                                           
| |  |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                      |  | (c)                                                                                                                                                                                                                                                                                                                                                                                                           
| |  |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                      |  | (d)                                                                                                                                                                                                                                                                                                                                                                                                           
| |  |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                      |  | (e)                                                                                                                                                                                                                                                                                                                                                                                                           
| |  |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                      |  | (f)                                                                                                                                                                                                                                                                                                                                                                                                           
| |  |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                      |  | (g)                                                                                                                                                                                                                                                                                                                                                                                                           
| |  |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                      |  | (h)                                                                                                                                                                                                                                                                                                                                                                                                           
| |  |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                      |  | (i)                                                                                                                                                                                                                                                                                                                                                                                                           
| |  |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                      |  | (j)                                                                                                                                                                                                                                                                                                                                                                                                           
| |  |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                      |  | (k)                                                                                                                                                                                                                                                                                                                                                                                                           
| |  |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                      |  | (l)                                                                                                                                                                                                                                                                                                                                                                                                           
| |  |  | (3) |  | Further Letter Agreements relating to Purchase Agreement Number 2252 filed as Exhibit 10 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 are incorporated herein by
reference:                                                                                                                                                                  
| |  |  |     |  | (a)                                                                                                                                                                                                                                                                                                                                                                                  |  | Supplemental Agreement No. 1;                                                                                                                                                                                                                                                                                                                                                                                 
| |  |  |     |  | (b)                                                                                                                                                                                                                                                                                                                                                                                  |  | Other Matters.                                                                                                                                                                                                                                                                                                                                                                                                
| |  |  | (4) |  | The following contracts filed as Exhibit 10 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 are incorporated herein by reference:                                                                                                                                                                                                                
| |  |  |     |  | (a)                                                                                                                                                                                                                                                                                                                                                                                  |  | Loan agreement dated May 26, 2000 between Hawaiian as Borrower and Kreditanstalt fur Wiedaraufbau as Lender and the related Secured Reimbursement Agreement dated as of May 26, 2000 between Hawaiian as Borrower and
Rolls-Royce Deutschland GmbH as Guarantor, filed as Exhibit 99-1, in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for certain portions thereof;
| |  |  |     |  | (b)                                                                                                                                                                                                                                                                                                                                                                                  |  | Commercial Cooperation Agreement between Northwest Airlines, Inc. (NW) and Hawaiian, the Partner Agreement between NW and Hawaiian, and the Multilateral Prorate Agreement among Hawaiian, NW, and KLM Royal Dutch Airways,
 all dated May 17, 2000, filed as Exhibit 99-2, in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for certain portions thereof;            
| |  |  |     |  | (c)                                                                                                                                                                                                                                                                                                                                                                                  |  | Employment Agreement for Robert W. Zoller, Jr. as Executive Vice PresidentOperations and Service, effective as of December 1, 1999, filed as Exhibit 99-3;                                                                                                                                                                                                                                                   
| |  |  |     |  | (d)                                                                                                                                                                                                                                                                                                                                                                                  |  | "Deferred Advance Payments" Letter Agreement relating to Purchase Agreement Number 2252 filed as Exhibit 99-4, in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for
certain portions thereof.                                                                                                                                                                         
| |  |  | (5) |  | Sublease Agreement 084 dated as of December 8, 2000 between Continental Airlines, Inc. and the Company, filed as Exhibit 10 to the Company's Annual Report on Form 10-K for the year ended December 31,
 2000, and filed in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for certain portions thereof, is incorporated herein by reference.
| |  |  | (6) |  | The following contracts filed as exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 are incorporated herein by reference:                                                                                                                                                                                                                 
| |  |  |     |  | (a)                                                                                                                                                                                                                                                                                                                                                                                  |  | Employment Agreement for Christine Deister as Executive Vice PresidentChief Financial OfficerTreasurer, effective as of March 1, 2001.                                                                                                                                                                                                                                                                      

25

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| |  |  |     |  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Lease Agreement N475HA dated February 28, 2001, between First Security Bank, N.A. and the Company, for one Boeing 717-200 aircraft, filed in redacted form since confidential treatment has been requested pursuant
to Rule 24.b-2 for certain provisions thereof. The Company also entered into Lease Agreement N476HA dated March 14, 2001, Lease Agreement N477HA dated April 30, 2001, Lease Agreement N478HA dated May 25, 2001, Lease Agreement
N479HA dated June 21, 2001, Lease Agreement N480HA dated June 28, 2001, Lease Agreement N481HA dated July 26, 2001, Lease Agreement N482HA dated August 13, 2001, Lease Agreement N483HA dated August 27, 2001, Lease Agreement N484HA
dated September 12, 2001, Lease Agreement N485HA dated October 29, 2001, Lease Agreement N486HA dated November 20, 2001, and Lease Agreement N487HA dated December 20, 2001, between Wells Fargo Bank, Northwest, N.A. (successor to
First Security Bank, N.A.) and the Company, each for an additional Boeing 717-200 aircraft. The leases are substantially identical to Lease Agreement N475HA filed in redacted form with the Company's Form 10-Q for the first quarter of 2001,
except with respect to the aircraft information, delivery dates and certain other information as to which the Company is requesting confidential treatment pursuant to Rule 24.b-2. Pursuant to S-K Item 601, Instruction 2, Lease Agreement N476HA,
Lease Agreement N477HA, Lease Agreement N478HA, Lease Agreement N479HA, Lease Agreement N480HA, Lease Agreement N481HA, Lease Agreement N482HA, Lease Agreement N483HA, Lease Agreement N484HA, Lease Agreement N485HA, Lease Agreement N486HA and Lease
Agreement N487HA are not being filed herewith.
| |  |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | (7) |  | Lease Agreement between AWMSI and the Company, dated as of June 8, 2001, for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 28140 ("Lease Agreement 28140"), filed as Exhibit 10 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, and filed in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for certain provisions thereof, is incorporated herein by
reference. The Company has also entered into that Lease Agreement between AWMSI and the Company, dated as of June 8, 2001 for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 28141 ("Lease Agreement 28141") and
that Lease Agreement between AWMSI and the Company, dated as of June 8, 2001 for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 28139 ("Lease Agreement 28139"), which lease agreements are substantially identical to Lease
Agreement 28140 except with respect to aircraft information, delivery date and certain other information as to which the Company is requesting confidential treatment pursuant to Rule 24.b-2. Pursuant to S-K Item 601, Lease Agreement 28141
and Lease Agreement 28139 are not being filed herewith.
| |  |  | (8) |  | The following contracts filed as exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 are incorporated herein by reference:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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| |  |  |  |  | (a) |  | Lease Agreement between International Lease Finance Corporation ("ILFC") and the Company, dated as of July 16, 2001, for one Boeing Model 767-3G5ER aircraft, Manufacturer's Serial Number 24257 ("Lease Agreement
24257"), filed in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for certain provisions thereof. The Company has also entered into that Lease Agreement between ILFC and the Company, dated as of July 16,
 2001 for one Boeing Model 767-3G5ER aircraft, Manufacturer's Serial Number 24258 ("Lease Agreement 24258"), that Lease Agreement between ILFC and the Company, dated as of July 16, 2001, for one Boeing Model 767-3G5ER aircraft,
Manufacturer's Serial Number 25531 ("Lease Agreement 25531"), and that Lease Agreement between ILFC and the Company, dated as of July 16, 2001, for one Boeing Model 767-3G5ER aircraft, Manufacturer's Serial Number 24259 ("Lease Agreement
24259"), which lease agreements are substantially identical to Lease Agreement 24257 except with respect to aircraft information, delivery date and certain other information as to which the Company is requesting confidential treatment pursuant to
Rule 24.b-2. Pursuant to S-K Item 601, Lease Agreement 24258, Lease Agreement 25531, and Lease Agreement 24259 are not being filed herewith.                                                                                                                                                                                             
| |  |  |  |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  |  |  | (b) |  | Lease Agreement between AWMSI and the Company, dated as of September 20, 2001, for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33421 ("Lease Agreement 33421"), filed in redacted form since
confidential treatment has been requested pursuant to Rule 24.b-2 for certain provisions thereof. The Company has also entered into that Lease Agreement between AWMSI and the Company, dated as of September 20, 2001 for one Boeing
Model 767-33AER aircraft, Manufacturer's Serial Number 33422 ("Lease Agreement 33422"), that Lease Agreement between AWMSI and the Company, dated as of September 20, 2001, for one Boeing Model 767-33AER aircraft, Manufacturer's Serial
Number 33423 ("Lease Agreement 33423"), that Lease Agreement between AWMSI and the Company, dated as of September 20, 2001, for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33424 ("Lease Agreement 33424"), and that
Lease Agreement between AWMSI and the Company, dated as of September 20, 2001, for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33425 ("Lease Agreement 33425"), which lease agreements are substantially identical to
Lease Agreement 33421 except with respect to aircraft information, delivery date and certain other information as to which the Company is requesting confidential treatment pursuant to Rule 24.b-2. Pursuant to S-K Item 601, Lease Agreement
33422, Lease Agreement 33423, Lease Agreement 33424, and Lease Agreement 33425 are not being filed herewith.

27

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| |  |            |     |                                    | (c)                                                                                                                                                                                                                                                                                                                |  | Lease Agreement between BCC Equipment Leasing Corporation ("BCC") and the Company, dated as of September 20, 2001, for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33426 ("Lease Agreement
33426"), filed in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for certain provisions thereof. The Company has also entered into that Lease Agreement between BCC and the Company, dated as of
September 20, 2001 for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33427 ("Lease Agreement 33427"), that Lease Agreement between BCC and the Company, dated as of September 20, 2001, for one Boeing
Model 767-33AER aircraft, Manufacturer's Serial Number 33428 ("Lease Agreement 33428"), and that Lease Agreement between BCC and the Company, dated as of September 20, 2001, for one Boeing Model 767-33AER aircraft, Manufacturer's
Serial Number 33429 ("Lease Agreement 33429"), which lease agreements are substantially identical to Lease Agreement 33426 except with respect to aircraft information, delivery date and certain other information as to which the Company is requesting
confidential treatment pursuant to Rule 24.b-2. Pursuant to S-K Item 601, Lease Agreement 33427, Lease Agreement 33428, and Lease Agreement 33429 are not being filed herewith.
| |  | ---------- | --- | ---------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |            |     |                                    | (d)                                                                                                                                                                                                                                                                                                                |  | CodeShare Agreement dated July 1, 2001 between the Company and Alaska Airlines, Inc. filed in redacted form since confidential treatment has been requested pursuant to Rule 24.b-2 for certain provisions
thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  |            | (9) |                                    | PW4060 Engine Fleet Management Program Agreement by and between United Technologies Corporation Pratt & Whitney Division and Hawaiian Airlines, Inc., dated as of October 5, 2001, filed in redacted form
since confidential treatment for certain provisions thereof has been requested pursuant to Rule 24.b-2.*
| |  | Exhibit 23 |     | Consent of experts and counsel.   
| |  |            |     | (1) Consent of Ernst & Young LLP.*
| |  | Exhibit 24 |     | Power of Attorney.*               

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28

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

|               |  |    |  | HAWAIIAN AIRLINES, INC.                                                                                                                      
|-------------- |  | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|April 30, 2002 |  | By |  | /s/CHRISTINE R. DEISTERChristine R. Deister
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)

Pursuant
to the requirements of the Securities Exchange Act 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities
indicated on April 30, 2002.

|SIGNATURE              |  | TITLE                                                                                            
|---------------------- |  | -------------------------------------------------------------------------------------------------
|                       |  |                                                                                                  
|*John W. Adams         |  | Chairman of the Board of Directors                                                               
|*Paul J. Casey         |  | Vice Chairman, Chief Executive Officer and President (Principal Executive Officer)               
|*Christine R. Deister  |  | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|*Todd G. Cole          |  | Director                                                                                         
|*Robert G. Coo         |  | Director                                                                                         
|*Joseph P. Hoar        |  | Director                                                                                         
|*Reno F. Morella       |  | Director                                                                                         
|*Samson Po'omaihealani |  | Director                                                                                         
|*Edward Z. Safady      |  | Director                                                                                         
|*Sharon L. Soper       |  | Director                                                                                         
|*Thomas J. Trzanowski  |  | Director                                                                                         
|                       |  |                                                                                                  

29

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|*William M. Weisfield |  | Director
|--------------------- |  | --------
|                      |  |         

|By: |  | /s/CHRISTINE R. DEISTERAttorney-in-Fact |  |  |  | 
|--- |  | --------------------------------------- |  |  |  | 

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