SC TO-I/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   SCHEDULE TO

                             TENDER OFFER STATEMENT
                       UNDER SECTION 14(D)(1) OR 13(E)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                (AMENDMENT NO. 4)

                             HAWAIIAN AIRLINES, INC.
                   (Name of Subject Company and Filing Person)

                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
                         (Title of Class of Securities)

                                    419849104
                      (CUSIP Number of Class of Securities)

                              CHRISTINE R. DEISTER
                            EXECUTIVE VICE PRESIDENT
                           AND CHIEF FINANCIAL OFFICER
                             HAWAIIAN AIRLINES, INC.
                        3375 KOAPAKA STREET, SUITE G-350
                             HONOLULU, HAWAII 96819
                                 (808) 835-3700

                                 WITH A COPY TO:
                                JUDITH R. THOYER
                    PAUL, WEISS, RIFKIND, WHARTON & GARRISON
                           1285 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10019
                                 (212) 373-3000

   (Name, Address and Telephone Number of Person Authorized to Receive Notices
                   and Communications on Behalf of the Bidder)

[_]      Check the box if the filing relates solely to preliminary
         communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

     [_] third-party tender offer subject to Rule 14d-1.

     [X] issuer tender offer subject to Rule 13e-4.

     [_] going-private transaction subject to Rule 13e-3.

     [_] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X]

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         Hawaiian Airlines, Inc., a Hawaii corporation (the "Company"), hereby
amends and supplements its Tender Offer Statement on Schedule TO, originally
filed with the Securities and Exchange Commission (the "Commission") on May 31,
2002, as amended by Amendment No. 1, dated as of June 10, 2002, as amended by
Amendment No. 2, dated as of June 14, 2002, as amended by Amendment No. 3, dated
as of June 28, 2002 (the "Schedule TO"), in connection with the offer by the
Company to purchase up to 5,880,000 shares, or such lesser number as are
properly tendered and not properly withdrawn, of its outstanding common stock,
par value $0.01 per share (the "Shares"), at a purchase price of $4.25 per
share, net to the seller in cash, subject to applicable withholding of taxes,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated May 31, 2002 (the "Offer to Purchase"), a copy
of which is attached to the Schedule TO as Exhibit (a)(1)(A), and in the related
Letter of Transmittal (the "Letter of Transmittal"), a copy of which is attached
to the Schedule TO as Exhibit (a)(1)(B) (which, together with the Offer to
Purchase, as amended or supplemented from time to time, constitute the "Offer").
Capitalized terms used and not otherwise defined herein shall have the meanings
assigned thereto in the Schedule TO.

ITEM 11. ADDITIONAL INFORMATION

         Item 11 of the Schedule TO is hereby amended and supplemented by
inserting at the end thereof the following which is incorporated by reference
herein: "On July 8, 2002, the Company issued a press release announcing the
final results of the Offer, a copy of which is filed as Exhibit (a)(1)(P), and
is incorporated herein by reference."

ITEM 12. EXHIBITS

         Item 12 of the Schedule TO is hereby amended and supplemented to add
the following exhibit:

         EXHIBIT NUMBER                    DESCRIPTION
         --------------         ----------------------------------

         (a)(1)(P)              Press Release, dated July 8, 2002.





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                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated:  July 9, 2002

                                   HAWAIIAN AIRLINES, INC.


                                   By:  /s/ Christine R. Deister
                                        ---------------------------------------
                                        Name:   Christine R. Deister
                                        Title:  Executive Vice President
                                                and Chief Financial Officer





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                                  EXHIBIT INDEX

  EXHIBIT
  NUMBER                                  DESCRIPTION
- --------------    -------------------------------------------------------------

(a)(1)(A)         Offer to Purchase, dated May 31, 2002.*

(a)(1)(B)         Letter of Transmittal.*

(a)(1)(C)         Notice of Guaranteed Delivery.*

(a)(1)(D)         Letter from the Information Agent to Brokers, Dealers,
                  Commercial Banks, Trust Companies and Nominees.*

(a)(1)(E)         Letter to Clients for use by Brokers, Dealers, Commercial
                  Banks, Trust Companies and Nominees.*

(a)(1)(F)         Guidelines for Certification of Taxpayer Identification Number
                  on Substitute Form W-9.*

(a)(1)(G)         Press Release, dated May 30, 2002 (incorporated by reference
                  to the Schedule TO-C filed by Hawaiian Airlines, Inc. with the
                  Securities and Exchange Commission on May 31, 2002).*

(a)(1)(H)         Form of Letter to Shareholders, dated May 31, 2002.*

(a)(1)(I)         Notice to Participants in the Hawaiian Airlines, Inc. 401(k)
                  Plan for Flight Attendants.*

(a)(1)(J)         Tender Offer Instruction Form for Participants in the Hawaiian
                  Airlines, Inc. 401(k) Plan for Flight Attendants.*

(a)(1)(K)         Notice to Participants in the Hawaiian Airlines, Inc. Pilots'
                  401(k) Plan.*

(a)(1)(L)         Tender Offer Instruction Form for Participants in the Hawaiian
                  Airlines, Inc. Pilots' 401(k) Plan.*

(a)(1)(M)         Notice to Participants in the Hawaiian Airlines, Inc. 401(k)
                  Savings Plan. *

(a)(1)(N)         Tender Offer Instruction Form for Participants in the Hawaiian
                  Airlines, Inc. 401(k) Savings Plan.*

(a)(1)(O)         Press Release, dated June 27, 2002.*

(a)(1)(P)         Press Release, dated July 8, 2002.

(b)               Not applicable.

(d)(1)(A)         Registration Rights Agreement, dated as of January 31, 1996,
                  by and among Hawaiian Airlines, Inc. and Airline Investors
                  Partnership, L.P.*

(d)(1)(B)         Stockholders Agreement, dated as of June 1996, by and among
                  Airline Investors Partnership, L.P., the Air Line Pilots
                  Association, Hawaiian Master Executive Council, the
                  Association of Flight Attendants and the International
                  Association of Machinists.*

(d)(1)(C)         Stock Allocation Agreement, dated as of May 2001, between
                  Hawaiian Airlines, Inc. and the Air Line Pilots in the service
                  of Hawaiian Airlines, Inc., as represented by the Air Line
                  Pilots Association, International.*

(g)               Not applicable.

(h)               Not applicable.

- ------------------------

*        Previously filed.

EX-99

                                                               EXHIBIT (a)(1)(P)
                                                               -----------------



FOR IMMEDIATE RELEASE                   Contact:        Keoni Wagner
Monday, July 8, 2002                                    (808) 838-6778
                                                        wagner@HawaiianAir.com



               HAWAIIAN AIRLINES, INC. ANNOUNCES FINAL RESULTS OF
                  TENDER OFFER FOR 5,880,000 OF ITS OWN SHARES


                  Hawaiian Airlines, Inc. (AMEX and PCX: HA) today announced the
final results for its cash tender offer to purchase up to 5,880,000 shares, or
approximately 17.46%, of its outstanding common stock at a price of $4.25 net
per share. The offer, which was oversubscribed, expired at 12:00 midnight, New
York City time, on June 27, 2002.

                  According to the final count, 26,578,337 shares were tendered
and not withdrawn. Hawaiian accepted 5,880,000 properly tendered shares on a pro
rata basis, with a proration factor of approximately 22.12%. Payment for
accepted shares, and return of all other tendered shares, will be made this week
by the depositary.

                  On May 30, 2002, Hawaiian had 33,674,143 shares of common
stock issued and outstanding. As a result of the completion of the offer and
subsequent option exercises, Hawaiian expects to have 27,814,143 shares of
common stock issued and outstanding as of the time immediately following payment
for the accepted shares.

ABOUT HAWAIIAN AIRLINES

                  Founded in 1929 as Inter-Island Airways, Hawaiian Airlines is
the first and largest Hawaii-based airline. From Honolulu, Hawaiian Airlines
provides scheduled and charter air transportation of passengers, cargo and mail
among the islands of Hawaii and between Hawaii and eight Western U.S. gateway
cities and two destinations in the South Pacific. The nation's 12th-largest
carrier, it is also the second-largest provider of trans-Pacific air service
between the U.S. mainland and Hawaii. Additional information on Hawaiian
Airlines is available on-line at www.HawaiianAir.com.