8-K

 
                      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)                January 30, 1996



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



          HAWAII                        1-8836                 99-0042880
(State or other jurisdiction of      (Commission            (I.R.S. employer
incorporation or organization)       file number)          identification no.)


3375 Koapaka Street, Suite G350, Honolulu, HI            96819-1869
  (Address of principal executive offices)               (Zip code)


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

 
ITEM 5.   OTHER EVENTS.
          ------------ 

          A copy of Hawaiian Airlines, Inc.'s (the "Company") press release
          dated January 30, 1996 announcing shareholder approval of (1) a $20
          million equity investment in the Company by Airline Investors
          Partnership, L.P.; (2) the reelection of five members and election of
          six new members to its Board of Directors, and (3) certain amendments
          to its Amended Articles of Incorporation is filed as an exhibit to
          this Current Report on Form 8-K.


ITEM 7.   FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS.
          ----------------------------------------------------------------- 

          (c)  Exhibits.

               Exhibit 99.1  Press Release dated January 30, 1996.

 
                                 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.


                                    HAWAIIAN AIRLINES, INC.



Dated:  January 30, 1996            By  /s/ C.J. David Davies
                                        ----------------------
                                    C.J. David Davies
                                    Senior Vice President-Finance
                                    and Chief Financial Officer
                                    (Principal Financial and
                                    Accounting Officer)

EX-99.1

 
                                                                    EXHIBIT 99.1


[Letterhead of Hawaiian Airlines, Inc.]



               Hawaiian Airlines Shareholders Approve Investment


  HONOLULU -- At a special meeting of shareholders held today, the shareholders
of Hawaiian Airlines, Inc. voted to approve a $20 million equity investment in
Hawaiian by Airline Investors Partnership, L.P. (AIP).  The investment
transaction is expected to close tomorrow, January 31, 1996.

  Shareholders also approved the reelection of five members of Hawaiian's board
of directors and the election of six new members.  Reelected directors are:
Todd G. Cole, Carol A. Fukunaga, Bruce R. Nobles, Samson Po'omaihealani and
David B. Urrea.  The new directors are: John W. Adams, Richard F. Conway, Robert
G. Coo, William Boyce Lum, Richard K. Matros and Edward Z. Safady.

  In addition, shareholders approved two other proposals, one to amend one of
the articles in the company's Amended Articles of Incorporation to increase the
number of authorized shares of Hawaiian Airlines, Inc. Class A Common Stock from
40 million to 60 million shares, and another to delete an article from the
company's Amended Articles of Incorporation that, for tax purposes, restricts
certain transfers of common stock.


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