SCHEDULE 14A
                                 (RULE 14A-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

                  PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_]  Preliminary Proxy Statement
[_]  Confidential, for Use of the Commission Only (as permitted by
     Rule 14a-6(e)(2)
[_]  Definitive Proxy Statement
[_]  Definitive Additional Materials
[X]  Soliciting Material Pursuant to Rule 14a-12


                             HAWAIIAN AIRLINES, INC.
                (Name of Registrant as Specified in its Charter)


Payment of filing fee (Check the appropriate box):

[X]  No Fee Required.

[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11

     1)  Title of each class of securities to which transaction applies:

     2)  Aggregate number of securities to which transaction applies:

     3)  Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11:

     4)  Proposed maximum aggregate value of transaction:

     5)  Total fee paid:

[_]  Fee paid previously with preliminary materials.

[_]  Check box if any part of the fee is off set as provided by Exchange Act
     Rule 0-11(a)(2) and identify the filing for which the off setting fee
     was paid previously. Identify the previous filing by registration
     statement number, or the Form or Schedule and the date of its filing.

     1)  Amount Previously Paid:

     2)  Form, Schedule or Registration Statement No.:

     3)  Filing Party:

     4)  Date Filed:





         On May 3, 2002, Hawaiian Holdings, Inc. ("Hawaiian Holdings") filed a
registration statement on Form S-4 with the Securities and Exchange Commission
(SEC). The registration statement includes a preliminary proxy
statement/prospectus that relates to the solicitation of proxies by Hawaiian
Airlines, Inc. ("Hawaiian Airlines") for its 2002 annual meeting of
shareholders, and the issuance of shares of the common stock of Hawaiian
Holdings to the public shareholders of Hawaiian Airlines in the proposed
restructuring of Hawaiian Airlines into a holding company, which was announced
on May 2, 2002. At the 2002 annual meeting, shareholders of Hawaiian Airlines
will consider the approval of proposed restructuring. INVESTORS AND
SECURITYHOLDERS MAY FIND THE PRELIMINARY PROXY STATEMENT/PROSPECTUS AND OTHER
RELEVANT DOCUMENTS CONCERNING THE PROPOSED RESTRUCTURING FILED BY HAWAIIAN
HOLDINGS WITH THE SEC UNDER THE COMPANY NAME "HAWAIIAN HOLDINGS, INC."

         INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE PRELIMINARY PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY
HAWAIIAN HOLDINGS AND HAWAIIAN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ON THE REORGANIZATION PROPOSAL. Investors and securityholders will be able to
obtain these documents as they become available free of charge at the SEC's
website (www.sec.gov), or at the SEC's public reference room located at 450
Fifth Street, NW, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330
for further information about the public reference room. In addition, documents
filed with the SEC by Hawaiian Holdings or Hawaiian Airlines may be obtained
free of charge by contacting Hawaiian Airlines, Inc., Attn: Investor Relations
(tel: 808-835-3700). INVESTORS AND SECURITYHOLDERS SHOULD READ THE DEFINITIVE
PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION.

         Hawaiian Airlines and certain other persons referred to below may be
deemed to be participants in the solicitation of proxies of Hawaiian Airlines'
shareholders to approve the proposed restructuring. The participants in this
solicitation may include the directors and officers of Hawaiian Airlines, who
may have an interest in the transaction as a result of beneficially holding
shares or options of Hawaiian Airlines. A detailed list of the names and
interests of Hawaiian Airlines' directors and executive officers, and of their
beneficial ownership interests in Hawaiian Airlines, is contained in the
preliminary proxy statement/prospectus for the 2002 annual meeting. These
documents may be obtained without charge at the SEC's website (www.sec.gov).