S-8

As filed with the Securities and Exchange Commission on October 25, 2005

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

JETBLUE AIRWAYS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware								87-0617894
(State or Other Jurisdiction of Incorporation or Organization)								(IRS Employer Identification No.)

118-29 Queens Boulevard
Forest Hills, New York 11375

(Address of Principal Executive Offices) (Zip Code)

JETBLUE AIRWAYS CORPORATION 2002 STOCK INCENTIVE PLAN
JETBLUE AIRWAYS CORPORATION CREWMEMBER STOCK PURCHASE PLAN

(Full Title of the Plan(s))

James G. Hnat
General Counsel
118-29 Queens Boulevard
Forest Hills, New York 11375

(Name and Address of Agent for Service)

(718) 709-3026

(Telephone Number, including Area Code, of Agent for Service)

Copies to:

Richard F. Langan, Jr., Esq.
Bruce Rosenthal, Esq.

Nixon Peabody LLP
437 Madison Avenue
New York, New York 10022
(212) 940-3000

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered

Amount to be Registered(1)

Proposed Maximum Offering Price per Share(2)

Proposed Maximum Aggregate Offering Price(2)

Amount of Registration Fee

JetBlue Airways Corporation 2002 Stock Incentive Plan Common Stock, $0.01 par value (3)

12,077,731 shares

$18.19

$219,693,926.89

$25,857.98

JetBlue Airways Corporation Crewmember Stock Purchase Plan Common Stock, $0.01 par value (3)

9,058,298 shares

$18.19

$164,770,440.62

$19,393.48

21,136,029 shares

Aggregate Registration Fee

$45,251.46

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional shares of Common Stock attributable to these registered shares which become issuable under the JetBlue Airways Corporation 2002 Stock Incentive Plan and the JetBlue Airways Corporation Crewmember Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant's Common Stock.

(2)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Securities Act and is based upon the average of the high and low selling prices per share of the Registrant's Common Stock on October 21, 2005, as reported by the Nasdaq National Market.

(3)	Each share of Common Stock includes one stockholder right to purchase the Registrant's Series A Participating Preferred Stock.

EXPLANATORY NOTE

This Registration Statement relates to the registration of additional securities under the JetBlue Airways Corporation 2002 Stock Incentive Plan (the "Incentive Plan") and the JetBlue Airways Corporation Crewmember Stock Purchase Plan (the "Purchase Plan" and, together with the Incentive Plan, the "Plans"). In accordance with General Instruction E to Form S-8, the contents of the previous Registration Statement on Form S-8, Commission File No. 333-86444, filed by the Registrant on April 17, 2002 with the Securities and Exchange Commission (the "Commission") relating to the Plans are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5.    Interests of Named Experts and Counsel

Not Applicable.

Item 8.    Exhibits

Unless otherwise indicated below as being incorporated by reference to another filing of the Registrant with the Commission, each of the following exhibits is filed herewith.

Exhibit No.				Exhibit Description
5.1				Opinion of Nixon Peabody LLP
23.1				Consent of Ernst & Young LLP
23.2				Consent of Nixon Peabody LLP (included in Exhibit 5.1)
24				Power of Attorney

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 24th day of October, 2005.

JETBLUE AIRWAYS CORPORATION

By: /s/ James G. Hnat                                    

James G. Hnat
Vice President and General Counsel

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John Owen and James G. Hnat, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing and power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name		Title		Date
/s/ David Neeleman		Chief Executive Officer and Director		October 24, 2005
David Neeleman
/s/ John Owen		Chief Financial Officer (Principal Financial Officer)		October 24, 2005
John Owen
/s/ Holly Nelson		Vice President and Controller (Principal Accounting Officer)		October 24, 2005
Holly Nelson
/s/ David Barger		Director		October 24, 2005
David Barger
/s/ David Checketts		Director		October 24, 2005
David Checketts
/s/ Kim Clark		Director		October 24, 2005
Kim Clark
/s/ Joy Covey		Director		October 24, 2005
Joy Covey
/s/ Angela Gittens		Director		October 24, 2005
Angela Gittens

Name		Title		Date
/s/ Michael Lazarus		Director		October 24, 2005
Michael Lazarus
/s/ Neal Mozkowski		Director		October 24, 2005
Neal Moszkowski
/s/ Joel Peterson		Director		October 24, 2005
Joel Peterson
		Director		October     , 2005
Ann Rhoades
/s/ Frank Sica		Director		October 24, 2005
Frank Sica

EXHIBIT INDEX

Exhibit No.					Description				Location
5.1				Opinion of Nixon Peabody LLP				Filed herewith.
23.1				Consent of Ernst & Young LLP				Filed herewith.
23.2				Consent of Nixon Peabody LLP				Included in Exhibit 5.1 to this Registration Statement.
24				Power of Attorney				Contained on the signature page hereof.

EX-5.1

Exhibit 5.1

OPINION OF NIXON PEABODY LLP

Nixon Peabody LLP
437 Madison Avenue
New York, New York 10022-7001
(212) 940-3000
Fax: (212) 940-3111

October 25, 2005

JetBlue Airways Corporation
118-29 Queens Boulevard
Forest Hills, NY 11375

Ladies and Gentlemen:

We have acted as counsel to JetBlue Airways Corporation, a Delaware corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-8 filed on the date hereof (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), in connection with the registration of an aggregate of 21,136,029 shares (the "Shares") of the common stock of the Company, par value $0.01 per share (the "Common Stock"), consisting of (i) 12,077,731 shares to be issued as awards under the Company's 2002 Stock Incentive Plan (the "Incentive Plan") and (ii) 9,058,298 shares to be issued under the Company's Crewmember Stock Purchase Plan (the "Purchase Plan", and together with the Incentive Plan, the "Plans").

In connection with the foregoing, we have examined the Registration Statement, each of the Plans, the Certificate of Incorporation of the Company, as amended, and the By-laws of the Company, as amended. We also have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, certificates and other documents and have made such investigations of law as we have deemed necessary or appropriate as a basis for the opinions expressed below.

As to questions of fact material to our opinions expressed herein, we have, when relevant facts were not independently established, relied upon certificates of, and information received from, the Company and/or representatives of the Company. We have made no independent investigation of the facts stated in such certificates or as to any information received from the Company and/or representatives of the Company and do not opine as to the accuracy of such factual matters. We also have relied, without investigation, upon certificates and other documents from, and conversations with, public officials.

In rendering the following opinions, we have assumed, without investigation, the authenticity of any document or other instrument submitted to us as an original, the conformity to the originals of any document or other instrument submitted to us as a copy, the genuineness of all signatures on such originals or copies, and the legal capacity of natural persons who executed any such document or instrument at the time of execution thereof.

Members of our firm involved in the preparation of this opinion are licensed to practice law in the State of New York and we do not purport to be experts on, or to express any opinion herein concerning, the laws of any other jurisdiction other than the laws of the State of New York, the federal law of the United States of America and the General Corporation Law of the State of Delaware.

Based upon and subject to the foregoing, and the other qualifications and limitations contained herein, and after (a) the Registration Statement has become effective under the Act and assuming

that such effectiveness remains in effect throughout the period during which shares of Common Stock are issued pursuant to the Plans, (b) the shares of Common Stock issued or to be issued pursuant to the Plans have, if required, been duly qualified or registered, as the case may be, for sale under applicable state securities laws and all applicable securities laws are complied with, (c) all necessary action by the stockholders of the Company and the Board of Directors or a duly designated committee of the Board of Directors of the Company shall have been taken to duly authorize the Plans and the issuance of options, other purchase rights and shares of Common Stock pursuant to the Plans (the "Corporate Action"), and (d) the options, other purchase rights and shares of Common Stock issued or to be issued pursuant to the Plans have been delivered pursuant to and in accordance with the terms of the relevant Plans and related agreements and instruments against payment of the consideration therefor in accordance with the terms of the relevant Corporate Action, the Plans and related agreements and instruments, we are of the opinion that the Shares will be duly authorized, validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

We further consent to the filing of this opinion as an exhibit to applications to the securities commissioners of the various states of the United States, to the extent so required, in connection with the registration of the Shares.

This opinion is limited to the matters stated herein, and no opinion or belief is implied or may be inferred beyond the matters expressly stated herein. The opinions expressed herein are rendered as of the date hereof, and we disclaim any undertaking to advise you of changes in law or fact which may affect the continued correctness of any of our opinions as of a later date.

Very truly yours,

NIXON PEABODY LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the JetBlue Airways Corporation 2002 Stock Incentive Plan and the JetBlue Airways Corporation Crewmember Stock Purchase Plan of our reports (a) dated February 7, 2005, except for Note 1, as to which the date is October 11, 2005, with respect to the consolidated financial statements of JetBlue Airways Corporation included in the Current Report (Form 8-K) dated October 10, 2005 and (b) dated February 7, 2005, with respect to the financial statement schedule of JetBlue Airways Corporation and JetBlue Airways Corporation management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting of JetBlue Airways Corporation, included in its Annual Report (Form 10-K) both for the year ended December 31, 2004, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

New York, NY
October 24, 2005