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)               November 29, 1995


                            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 November 29, 1995 relating to a tentative agreement between the
          Company and American Airlines, Inc. ("American Airlines") is filed as
          an exhibit to this Current Report on Form 8-K. The tentative agreement
          to restructure the Company's obligations to American Airlines and
          provide future cost savings to the Company under long-term aircraft
          lease agreements between the two carriers, is contingent on the
          Company reaching definitive agreements with its labor groups, other
          creditors and the private investor group that has signed a letter of
          intent to infuse $20 million in equity capital into the Company.

ITEM 7.   Financial Statements, Proforma Financial Information and Exhibits.
          -----------------------------------------------------------------

          (c)  Exhibits

               Exhibit 99.1 Press Release dated November 29, 1995.

                                      -2-

 
                                  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: November 29, 1995                     By  /s/ C.J. David Davies
                                               --------------------------------
                                                 C.J. David Davies
                                                 Senior Vice President-Finance
                                                 and Chief Financial Officer
                                                 (Principal Financial and
                                                 Accounting Officer)

                                      -3-

EX-99.1

 
                                                                    EXHIBIT 99.1

[LETTERHEAD OF HAWAIIAN AIRLINES]


FOR IMMEDIATE RELEASE                                     Contact: Keoni Wagner
Wednesday, November 29, 1995                                     (808) 838-6778


HAWAIIAN AIRLINES REACHES TENTATIVE AGREEMENT WITH AMERICAN AIRLINES


     HONOLULU -- Bruce R. Nobles, chairman, president and chief executive 
officer of Hawaiian Airlines, Inc., today announced that Hawaiian and American 
Airlines have reached a tentative agreement to restructure Hawaiian's 
obligations to American and provide future cost savings to Hawaiian under 
long-term aircraft lease agreements between the two carriers.

     Nobles said the tentative agreement with American is contingent on 
Hawaiian's reaching definitive agreements with its labor groups, other creditors
and the private investor group that has signed a letter of intent to infuse $20 
million in equity capital into Hawaiian. The letter of intent requires 
definitive agreements between Hawaiian and the other parties to be in place by 
December 8, 1995 or the letter expires.

     Although the company is working diligently with all parties to complete the
agreements, there can be no assurance that all the conditions to these 
agreements will be met.

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