8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2008

Republic Airways Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-49697                                          06-1449146

(Commission File Number)                     (IRS Employer Identification No.)

8909 Purdue Road

Suite 300

Indianapolis, IN 46268

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (317) 484-6000

None.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On July 28, 2008, Republic Airways Holdings Inc. (the “Company”) and its wholly-owned subsidiaries, Chautauqua Airlines, Inc. (“Chautauqua”) and Shuttle America Corp. (“Shuttle”), entered into a letter agreement (the “Agreement”) with Delta Air Lines, Inc. (“Delta”).  

The Agreement, among other things, provides  for the advanced removal of the final eleven ERJ135 aircraft from the Delta Connection program.  Three of these aircraft will be removed on August 1, 2008.  In addition, four of these aircraft will be removed on each of September 1, 2008 and October 1, 2008.

The Agreement also increases the total number of ERJ170 aircraft to be operated under the Delta Connection program during the spring and summer of 2009.

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits.

99.1	Press release dated July 29, 2008
	(All other items on this report are inapplicable.)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	REPUBLIC AIRWAYS HOLDINGS INC.
Date: July 29, 2008	By:	/s/ Robert H. Cooper
		Name: Robert H. Cooper
		Title: Executive Vice President and Chief Financial Officer

Exhibit index

Exhibit Number                                                                Description

99.1 Press release announcing accelerated removal of E135 fleet

EX-99.1

Exhibit 99.1

For Immediate release:

Contact: Warren R. Wilkinson

Republic Airways Holdings

Tel. (317) 484 - 6042

Republic Airways Announces Accelerated Removal of E135 Fleet

Indianapolis, Indiana,(July 29, 2008) – Republic Airways Holdings (NASDAQ/NM: RJET), today announced that it and Delta Air Lines have reached agreement to remove the final eleven 37-seat E135 aircraft from service effective September 30, 2008.  The aircraft were originally scheduled to be removed at a rate of two per month between November 2008 and April 2009.  The revised agreement provides for three aircraft to be removed on July 31, 2008, and four to be removed on each of August 31, 2008 and September 30, 2008.   In addition to other consideration, Republic will operate two additional E170 aircraft for Delta during the spring and summer of 2009.

All eleven of the E135 aircraft being removed are under agreement to be sold between October 2008 and April 2009 at a specified price.

Republic Airways Holdings, based in Indianapolis, Indiana is an airline holding company that owns Chautauqua Airlines, Republic Airlines and Shuttle America. The airlines offer scheduled passenger service on approximately 1,300 flights daily to 117 cities in 34 states, Canada, Mexico and Jamaica through airline services agreements with five U.S. airlines. All of the airlines’ flights are operated under their airline partner brand, such as AmericanConnection, Continental Express, Delta Connection, United Express and US Airways Express. The airlines currently employ approximately 4,800 aviation professionals and operate 228 regional jets.