8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________________________________

FORM 8K


CURRENT REPORT



Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report:   February 5, 2012
(Date of earliest event reported)

______________________________________________


GLOBAL AVIATION HOLDINGS INC.
(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)


000-5260520 (Commission File No.)
4222196

(I.R.S. Employer Identification No.)


101 World Drive
Peachtree City, Georgia 30269

(Address of principal executive offices)


(Zip Code)


Registrant's telephone number, including area code):  (770) 632-8000




Item 1.03    Bankruptcy or Receivership.

On February 5, 2012, Global Aviation Holdings Inc. (the "Company") the parent
company of World Airways, Inc., North American Airlines, Inc. and other U.S.
subsidiaries announced that it had commenced a financial restructuring through
the voluntary filing of petitions to reorganize under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the Eastern
District of New York (the "Bankruptcy Court"). The Company continues to operate
its business as debtor-in-possession under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the Bankruptcy Code
and orders of the Bankruptcy Court.

During the restructuring, the Company will continue to operate as normal,
without interruption, which includes its operations for the Air Mobility
Command and its commercial customers.

On February 5, 2012, the Company issued a press release with respect to the
foregoing events.  A copy of the press release is being filed as Exhibit 99.1
to this report and is incorporated by reference into this Item 1.03.

Item 2.04    Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The filing of the bankruptcy petitions described in Item 1.03 above
constituted an event of default under certain indentures pursuant to which
the Company has issued outstanding notes and a loan with an aggregate
principal amount outstanding as of December 31, 2011 of approximately $244
million. The occurrence of an event of default under these indentures gives
rise to acceleration rights thereunder. The Company's bankruptcy filing also
triggers an event of default that gives rise to acceleration rights under
certain other financing arrangements to which the Company or a subsidiary of
the Company is a party. The ability of creditors of the Company to seek
remedies to enforce their rights against the Company under the debt
instruments and other agreements described above, including the
above-referenced indentures, is automatically stayed as a result of the
filing of the reorganization cases, and the creditors' rights of enforcement
are subject to the applicable provisions of the Bankruptcy Code.

Item 5.02(b)    Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers

By letter dated February 1, 2012, Larry Teitelbaum resigned as a member of the
Global Aviation Holdings Inc. Board of Directors.  Larry Teitelbaum did not
cite any disagreement on any matter relating to the Company's operations,
policies or practices.

By letter dated February 2, 2012, David Matlin resigned as a member of the
Global Aviation Holdings Inc. Board of Directors.  David Matlin did not cite
any disagreement on any matter relating to the Company's operations, policies
or practices.

By letter dated February 2, 2012, Peter Schoels resigned as a member of the
Global Aviation Holdings Inc. Board of Directors.  Peter Schoels did not cite
any disagreement on any matter relating to the Company's operations, policies
or practices.

Item 9.01    Financial Statements and Exhibits

Exhibit No. 99.1
Description:  Press Release dated February 5, 2012





SIGNATURE

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 thereunto duly authorized.





GLOBAL AVIATION HOLDINGS INC.
(Registrant)





Date:  February 6, 2012


By:
/s/ Brian S. Gillman




Brian S. Gillman
Sr.Vice President, General Counsel
& Corporate Secretary




INDEX TO EXHIBITS

Exhibit Number

99.1
Description:

Press Release issued by Global Aviation Holdings Inc.
dated February 5, 2012.


1


4

EX-99.1 CHARTER

GLOBAL AVIATION HOLDINGS INC. COMMENCES RESTRUCTURING
TO ACHIEVE INDUSTRY COMPETITIVENESS

World Airways and North American Airlines
Will Continue to Operate Without Interruption

PEACHTREE CITY, Ga. (Feb. 5, 2012)  Global Aviation Holdings Inc., the parent
company of World Airways, Inc., North American Airlines, Inc. and other
subsidiaries, today announced that to achieve a cost and debt structure that
is industry competitive and continue to provide outstanding service to its
customers, it has commenced a financial restructuring through the voluntary
filing of petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code
in the United States District Court for the Eastern District of New York
(the Court).  During the restructuring, the Company and its subsidiaries will
continue to operate as normal, without interruption.

The Company's Board of Directors determined that a Chapter 11 reorganization
provides the most effective and efficient means to restructure with minimal
impact on the business, and is in the best interest of the Company, its
stakeholders and customers.  "Although the Company has worked closely with its
lessors, bondholders and other creditors and constituents over the past year,
which led to the reduction of certain obligations, the Company needs to
complete its comprehensive restructuring due to having too large a fleet, labor
costs that exceed industry standards given the current global economic
environment, and the necessity to align the capital structure with the size of
the Company," said Robert Binns, Chairman and Chief Executive Officer of Global.

Global has filed motions today with the Court seeking interim relief that will
ensure the Company's ability to continue all of its normal operations, including
the ability to provide employee wages, healthcare coverage, vacation, and other
benefits without interruption; honor customer programs; and pay vendors and
suppliers for post-petition goods and services.  Such motions are standard and
the Company anticipates receiving approval from the Court within the next
several days.  Vendor and supplier invoices incurred prior to the commencement
of the Company's Chapter 11 case that have not been paid will be resolved
through the Company's Plan of Reorganization, which requires Court approval and
has yet to be submitted.

"Throughout this restructuring process, our customers, including the United
States Department of Defense, can continue to depend on us to provide the same
safe, high quality service they know and have come to expect from us.  We are
committed to working as quickly and efficiently as possible to appropriately
restructure Global so that it can emerge from Chapter 11 as a strong company,
well-positioned to compete effectively in the marketplace," continued Binns.

Global, through its subsidiaries World Airways and North American Airlines, is
the largest provider of military transport services through the Air Mobility
Command.   World Airways was founded in 1948, and received its first government
contract to provide supplemental airlift to the U.S. military in 1951 during
the Korean conflict.  North American, founded in 1989, also flies for the U.S.
military, as well as international and domestic charter services to a broad
customer base that includes major U.S. corporations, domestic and international
airlines, presidential campaigns, the White House press corps, entertainers and
production companies.

Globals lead counsel in connection with the restructuring is Kirkland & Ellis
LLP and its financial advisor is Rothschild.