8-K

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                                  UNITED STATES
                       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): September 30, 2002

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

                                Kitty Hawk, Inc.
             (Exact name of registrant as specified in its charter)


           Delaware                       0-25202                 75-2564006
(State or other jurisdiction of   (Commission File Number)     (I.R.S. Employer
        incorporation)                                       Identification No.)

     1515 West 20th Street                                          75261
        P.O. Box 612787                                           (Zip Code)
      DFW Airport, Texas
    (Address of principal
      executive offices)

       Registrant's telephone number, including area code: (972) 456-2200

                                 Not Applicable
          (Former name or former address, if changed since last report)

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Item 5. Other Events and Regulation FD Disclosure.

General

     As previously reported, on or about May 1, 2000, Kitty Hawk, Inc. (the
"Company") and all of its subsidiaries (collectively with the Company, the
"Debtors") filed voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the Northern
District of Texas, Fort Worth Division (the "Bankruptcy Court"). These
proceedings were jointly administered under case No. 400-42141-BJH-11.

     On August 5, 2002, the Bankruptcy Court entered an order dated August 5,
2002 (the "Confirmation Order") confirming the Debtors' Final Joint Plan of
Reorganization dated August 2, 2002, with certain modifications (as so modified,
the "Plan"). On September 26, 2002, the Bankruptcy Court entered another order
dated September 26, 2002 approving a modification to the Plan to allow for the
Plan to become effective on or before October 1, 2002, as compared to a date of
September 1, 2002 as originally contemplated in the Plan. On September 30, 2002,
the Plan became effective (the "Effective Date").

Effects of the Plan

     Pursuant to the Plan, the following transactions were consummated on or
prior to the Effective Date:

     o    All subsidiaries of the Company, except Kitty Hawk Cargo, Inc.
          ("Cargo") and Kitty Hawk Aircargo, Inc. ("Aircargo") were merged with
          and into the Company, with the Company surviving each merger. Cargo
          and Aircargo remain wholly-owned subsidiaries of the Company;

     o    James R. Craig, Gerald Gitner, Tamir "Tom" Hacker, Myron Kaplan, John
          Malloy, Robert Peiser and Tilmon J. Reeves were appointed directors of
          the Company;

     o    The Company filed its Second Amended and Restated Certificate of
          Incorporation ("Amended Certificate") authorizing the issuance of up
          to sixty-five million (65,000,000) shares of capital stock, consisting
          of three million (3,000,000) shares of new preferred stock, par value
          $0.01 per share (the "Preferred Stock"), and sixty-two million
          (62,000,000) shares of new common stock (CUSIP No. 498326 20 6), par
          value $0.01 per share (the "New Common Stock"). The Amended
          Certificate is attached hereto and incorporated herein by this
          reference as Exhibit 99.1;

     o    The Company adopted the Amended and Restated Bylaws of the Company,
          dated August 31, 2002;

     o    All shares of the Company's common stock (CUSIP No. 498326 10 7), par
          value $0.01 per share, and any right to receive common stock pursuant
          to any warrants, options or other agreements were cancelled without
          consideration;

     o    The Company's 9.95% Senior Secured Notes due 2004 in the principal
          amount of three-hundred forty million dollars ($340,000,000) (the
          "Senior Notes") were cancelled in exchange for the right to receive
          New Common Stock and cash;

                                        1




     o    All prepetition executory contracts and unexpired leases to which any
          Debtor was a party were assumed, assumed and assigned, or rejected;

     o    The Company entered into a registration rights agreement with certain
          holders of the Senior Notes providing them with certain demand and
          "piggy-back" registration rights with respect to the New Common Stock,
          which rights first become exercisable on March 30, 2003;

     o    The Company entered an agreement with the Kitty Hawk Collateral
          Liquidating Trust regarding the Company's use of some of the Boeing
          727 airframes, engines and related equipment that had been pledged,
          and subsequently transferred, to the holders of the Senior Notes;

     o    The Company received payment of thirty million nine-hundred thousand
          dollars ($30,900,000) from the United States Postal Service in
          connection with its termination for convenience of the W-Net Contract
          between a subsidiary of the Company and the United States Postal
          Service; and

     o    The Company entered into a commitment letter for a factoring
          arrangement. Pursuant to the commitment letter, the Company expects
          the factoring arrangement to be secured by a significant portion of
          the Company's assets and to provide for sales of accounts up to $5
          million and may be increased to $10 million.

     Additionally, in connection with the Plan, the Company expects to issue a
total of approximately 50,000,000 shares of New Common Stock as follows:

     o    Except as provided below, the Company expects to issue approximately
          40,500,000 shares of New Common Stock to the holders of the Senior
          Notes;

     o    The Company expects to issue to the holders of unsecured claims of the
          Debtors approximately 7,000,000 shares of New Common Stock; and

     o    The Company expects to issue 2,500,000 shares of New Common Stock to
          an affiliate of Pegasus Aviation.

     The proposed distribution of New Common Stock to the holders of the Senior
Notes has caused the U.S. Department of Transportation (the "DOT") to express
some concern that non-U.S. citizens will own more New Common Stock than is
permitted by federal law. Under federal law as interpreted by the DOT, at least
75% of the voting stock of a U.S. air carrier must be owned and controlled by
U.S. citizens. A significant portion of the Senior Notes is held by investment
funds that are partnerships with one or more non-U.S.-citizen limited partners,
although in most cases the investment funds are controlled by U.S.-citizen
general partners. The DOT believes these investment funds do not qualify under
federal law as U.S. citizens because one or more partners are not U.S. citizens.
Even though the Company's Second Amended and Restated Certificate of
Incorporation limits the voting power of non-U.S. citizens to 22.5% of the
Company's total voting power, the DOT is nevertheless concerned that non-U.S.
citizen ownership of New Common Stock will exceed the amount permitted under
federal law if all of the 40,500,000 shares of New Common Stock are distributed
to the holders of the Senior Notes.

     In light of the DOT's concerns, the Company expects to issue no more than
22.5% of the New Common Stock to non-U.S. citizen holders of the Senior Notes.
The Company believes that by issuing no more than 22.5% of the New Common Stock
to non-U.S. citizen holders of Senior Notes, and in light of the provision of
the Company's Second Amended and Restated Certificate of Incorporation limiting

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the voting power of non-U.S. citizens to 22.5% of the Company's total voting
power, the Company will be effectively owned and controlled by citizens of the
United States consistent with the federal transportation statute. The Company
expects to distribute the entire amount of New Common Stock due to U.S. citizen
holders as soon as practicable. The Company expects any shares of New Common
Stock withheld from non-U.S. citizen holders of the Senior Notes will be issued
upon resolution of this issue with the DOT.

     While the DOT has not approved this arrangement, the Company implemented
the Plan on the Effective Date and continues to work with the DOT to resolve
this issue. As a result, there can be no assurance that the DOT will not take
actions that would materially disrupt the operations of the Company. In
addition, there can be no assurance that the value of any Senior Notes or shares
of New Common Stock purchased by a non-U.S. citizen after the Effective Date
would not be adversely affected in the event that the DOT requires divestiture
of such Senior Notes or shares of New Common Stock or takes actions which
materially disrupt the Company's operations.

Financial Information

     A copy of the Company's audited, consolidated balance sheet at August 31,
2002, will be filed by amendment within 60 days of the date of this report on
Form 8-K. As of the Effective Date, the Company adopted the provisions of "fresh
start accounting" and restated all assets and liabilities to their fair values
based upon the provisions of the Plan. These changes included:

     o    distributing restricted cash;

     o    revaluing assets to fair market values;

     o    transferring title to certain property and equipment to pre-petition
          creditors;

     o    converting pre-petition liabilities to equity and cash;

     o    adjusting deferred income taxes and income taxes payable to reflect
          the revaluation of assets; and

     o    canceling additional paid in capital and stock.

     The Company has not yet determined the precise impact that fresh start
accounting will have on its historical consolidated financial statements.

Forward-Looking Statements

     This report contains and incorporates forward-looking statements, including
statements regarding the Company's continuing operations and business, future
financial performance and financial condition. Such forward-looking statements
involve known and unknown risks, uncertainties and other important factors that
could cause the actual plans of the Company to differ materially from any future
plans expressed or implied by such forward-looking statements. Such factors
include, but are not limited to: world-wide business and economic conditions;
acquisitions, recruiting and new business solicitation efforts; product demand
and the rate of growth in the air cargo industry; the impact of competitors and
competitive aircraft and aircraft financing availability; the ability to attract
and retain new and existing customers; jet fuel prices; normalized aircraft
operating costs and reliability; and regulatory actions. All forward-looking
statements involve substantial risks and uncertainties beyond the Company's
control. The Company undertakes no obligation to update or revise any
forward-looking statements contained in the Plan or this report for events or
circumstances after the date on which such forward-looking statements are made.
New factors emerge from time to time, and it is not possible for the Company to
predict all such factors.

                                        3



Item 7.   Financial Statements and Exhibits

          (a)  Financial Statements of businesses acquired.

          Not applicable

          (b)  Pro forma financial information.

          Not applicable

          (c)  Exhibits

          The Exhibit Index attached hereto is incorporated by reference herein.

                                    * * * * *

                                        4



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                          KITTY HAWK, INC.

Date:  October 1, 2002
                                          By:     /s/ DREW KEITH
                                                  ------------------------------
                                          Name:   Drew Keith
                                          Title:  Chief Financial Officer



                                  EXHIBIT INDEX

Exhibit
Number     Description
- ------     -----------

99.1       Second Amended and Restated Certificate of Incorporation dated
           September 30, 2002

EX-99.1

                                                                    Exhibit 99.1

                           SECOND AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                KITTY HAWK, INC.

         The undersigned officer of Kitty Hawk, Inc., a corporation organized
and existing under the laws of the State of Delaware (the "Corporation"), does
hereby certify as follows:

               (1) The name of the corporation is Kitty Hawk, Inc.;

               (2) The corporation was originally incorporated under the same
name. The original Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on October 20, 1994. The
Amended and Restated Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on August 30, 2002;

               (3) Pursuant to the authority of Section 303 of the General
Corporation Law of the State of Delaware ("DGCL"), the amendment and restatement
of the Corporation's Amended and Restated Certificate of Incorporation is
required by the Debtors' Final Joint Plan of Reorganization dated August 2,
2002, and is authorized and required by the Order Confirming the Debtors' Final
Joint Plan of Reorganization entered on August 5, 2002, by the United States
Bankruptcy Court for the Northern District of Texas, Fort Worth Division,
pursuant to its jurisdiction under federal statute (Title 11, United States Code
Section 1129) in the case styled In re: Kitty Hawk, Inc., et al., Debtors,
jointly administered under Case No. 400-42141-BJH;

               (4) The text of the Amended and Restated Certificate of
Incorporation of the Corporation, as further amended hereby, is restated to read
in its entirety as follows:

         FIRST: The name of the corporation is Kitty Hawk, Inc.

         SECOND: The address of the registered office of the Corporation in the
State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle. The name and address of the registered agent
of the Corporation is The Corporation Trust Company, 1209 Orange Street,
Wilmington, Delaware 19801.

         THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the DGCL. The
Corporation is to have perpetual existence.

                                       -1-



         FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 65,000,000 shares of capital stock, classified as (i)
62,000,000 shares of common stock, $0.01 par value ("Common Stock"), and (ii)
3,000,000 shares of preferred stock, $0.01 par value ("Preferred Stock").

         The designations and the powers, preferences, rights, qualifications,
limitations, and restrictions of the Preferred Stock and Common Stock are as
follows:

         1.   Provisions Relating to the Preferred Stock.

         (a)  The Preferred Stock may be issued from time to time in one or more
classes or series, the shares of each class or series to have such designations
and powers, preferences, and rights, and qualifications, limitations, and
restrictions thereof, as are stated and expressed herein and in the resolution
or resolutions providing for the issue of such class or series adopted, as
hereinafter prescribed, by the board of directors of the Corporation ("Board of
Directors") or (to the extent permitted by law) by any duly designated committee
thereof ("Committee").

         (b)  Authority is hereby expressly granted to and vested in the Board
of Directors or Committee to authorize the issuance of the Preferred Stock from
time to time in one or more classes or series, and with respect to each class or
series of the Preferred Stock, to fix and state by the resolution or resolutions
from time to time adopted providing for the issuance thereof the following:

              (i)    whether or not the class or series is to have voting
rights, full, special, or limited, or is to be without voting rights, and
whether or not such class or series is to be entitled to vote as a separate
class either alone or together with the holders of one or more other classes or
series of stock;

              (ii)   the number of shares to constitute the class or series and
the designations thereof;

              (iii)  the preferences, and relative, participating, optional, or
other special rights, if any, and the qualifications, limitations, or
restrictions thereof, if any, with respect to any class or series;

              (iv)   whether or not the shares of any class or series shall be
redeemable at the option of the Corporation or the holders thereof or upon the
happening of any specified event, and, if redeemable, the redemption price or
prices (which may be payable in the form of cash, notes, securities, or other
property), and the time or times at which, and the terms and conditions upon
which, such shares shall be redeemable and the manner of redemption;

              (v)    whether or not the shares of a class or series shall be
subject to the operation of retirement or sinking funds to be applied to the
purchase or redemption of such shares for retirement, and, if such retirement or
sinking fund or funds are to be established, the annual amount thereof, and the
terms and provisions relative to the operation thereof;


                                       -2-



              (vi)   the dividend rate, whether dividends are payable in cash,
stock of the Corporation, or other property, the conditions upon which and the
times when such dividends payable on any other class or classes or series of
stock, whether or not such dividends shall be cumulative or noncumulative, and
if cumulative, the date or dates from which such dividends shall accumulate;

              (vii)  the preferences, if any, and the amounts thereof which the
holders of any class or series thereof shall be entitled to receive upon the
voluntary or involuntary dissolution of, or upon any distribution of the assets
of, the Corporation;

              (viii) whether or not the shares of any class or series, at the
option of the Corporation or the holder thereof or upon the happening of any
specified event, shall be convertible into or exchangeable for, the shares or
any other class or classes or of any other series of the same or any other class
or classes of stock, securities, or other property of the Corporation and the
conversion price or prices or ratio or ratios or the rate or rates at which such
exchange may be made, with such adjustments, if any, as shall be stated and
expressed or provided for in such resolution or resolutions; and

              (ix)   such other special rights and protective provisions with
respect to any class or series as may to the Board of Directors or Committee
deem advisable.

         (c)  The shares of each class or series of the Preferred Stock may vary
from the shares of any other class or series thereof in any or all of the
foregoing respects. The Board of Directors or Committee may increase the number
of shares of the Preferred Stock designated for any existing class or series by
a resolution adding to such class or series authorized and unissued shares of
the Preferred Stock not designated for any other class or series. The Board of
Directors or Committee may decrease the number of shares of the Preferred Stock
designated for any existing class or series by a resolution subtracting from
such class or series authorized and unissued shares of the Preferred Stock
designated for such existing class or series, and the shares so subtracted shall
become authorized, unissued, and undesignated shares of the Preferred Stock.

         2.   Provisions Relating to the Common Stock.

         (a) Each share of Common Stock of the Corporation shall have identical
rights and privileges in every respect. The holders of shares of Common Stock
shall be entitled to vote upon all matters submitted to a vote of the
stockholders of the Corporation and shall be entitled to one vote for each share
of Common Stock held.

         (b)  Subject to the prior rights and preferences, if any, applicable to
shares of the Preferred Stock or any series thereof, the holders of shares of
the Common Stock shall be entitled to receive such dividends (payable in cash,
stock, or otherwise) as may be declared thereon by the Board of Directors or
Committee at any time and from time to time out of any funds of the Corporation
legally available therefor.


                                       -3-



         (c)  In the event of any voluntary or involuntary liquidation,
dissolution, or winding-up of the Corporation, after distribution in full of the
preferential amounts, if any, to be distributed to the holders of shares of the
Preferred Stock or any series thereof, the holders of shares of the Common Stock
shall be entitled to receive all of the remaining assets of the Corporation
available for distribution to its stockholders, ratably in proportion to the
number of shares of the Common Stock held by them. A liquidation, dissolution,
or winding-up of the Corporation, as such terms are used in this paragraph (c),
shall not be deemed to be occasioned by or to include any consolidation or
merger of the Corporation with or into any other corporation or corporations or
other entity or a sale, lease, exchange, or conveyance of all or a part of the
assets of the Corporation.

         3.   General.

         (a)  Subject to the foregoing provisions of this Second Amended and
Restated Certificate of Incorporation, the Corporation may issue shares of its
Preferred Stock and Common Stock from time to time for such consideration (not
less than the par value thereof) as may be fixed by the Board of Directors or
Committee, which is expressly authorized to fix the same in its absolute and
uncontrolled discretion subject to the foregoing conditions. Shares so issued
for which the consideration shall have been paid or delivered to the Corporation
shall be deemed fully paid stock and shall not be liable to any further call or
assessment thereon, and the holders of such shares shall not be liable for any
further payments in respect of such shares.

         (b)  The Corporation shall have authority to create and issue rights
and options entitling their holders to purchase shares of the Corporation's
capital stock of any class or series or other securities of the Corporation, and
such rights and options shall be evidenced by instrument(s) approved by the
Board of Directors or Committee. The Board of Directors or Committee shall be
empowered to set the exercise price, duration, times for exercise, and other
terms of such options or rights; provided, however, that the consideration to be
received for any shares of capital stock subject thereto shall not be less than
the par value thereof.

         (c)  Notwithstanding any of the foregoing, the Corporation is
prohibited from issuing any non-voting equity security.

         FIFTH: The number of directors constituting the Board of Directors
shall be fixed by, or in the manner provided in, the bylaws of the Corporation,
provided that such number shall be no less than one (plus such number of
directors as may be elected from time to time pursuant to the terms of any
series of Preferred Stock that may be issued and outstanding from time to time)
and until changed in accordance with the manner prescribed by the bylaws shall
be seven (7).

         Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the Corporation shall have the
right, voting separately by series or by class (excluding holders of Common
Stock), to elect directors, the election, term of office, filling of vacancies,
and other features of such directorships shall be governed by the terms of this
Second Amended and Restated Certificate of Incorporation (including any
amendment to this Second Amended and Restated Certificate of Incorporation that
designates a series of Preferred Stock).


                                       -4-



         Subject to the right of any class of Preferred Stock to elect
directors, any or all directors may be removed, with or without cause, upon the
affirmative vote of the holders of a majority of the voting power of the
outstanding shares of capital stock of the Corporation then entitled to vote at
an election of such directors; provided, however, that until September 30, 2003,
except as may otherwise be required by law, no director may be removed except
for Cause. As used herein, "Cause" shall mean that such director (a) has been
convicted of a felony by a court of competent jurisdiction and such conviction
is no longer subject to direct appeal, or (b) has been adjudged by a court of
competent jurisdiction to be liable for gross negligence or misconduct in the
performance of his or her duties to the Corporation in a matter of substantial
importance to the Corporation, and such adjudication has become final and
non-appealable.

         The names and addresses of the persons who are to serve as directors
until their respective terms of office expire (as described below) or until
their successors are elected and qualified, are as follows:

            Name                               Mailing Address
            ----                               ---------------

James R. Craig                            1515 West 20th Street
                                          P.O. Box 612787
                                          DFW Airport, Texas 75261

Gerald L. Gitner                          1515 West 20th Street
                                          P.O. Box 612787
                                          DFW Airport, Texas 75261

Tamir Hacker                              1515 West 20th Street
                                          P.O. Box 612787
                                          DFW Airport, Texas 75261

Myron Kaplan                              1515 West 20th Street
                                          P.O. Box 612787
                                          DFW Airport, Texas 75261

John M. Malloy                            1515 West 20th Street
                                          P.O. Box 612787
                                          DFW Airport, Texas 75261

Robert A. Peiser                          1515 West 20th Street
                                          P.O. Box 612787
                                          DFW Airport, Texas 75261

Tilmon J. Reeves                          1515 West 20th Street
                                          P.O. Box 612787
                                          DFW Airport, Texas 75261

                                       -5-



         SIXTH: All the powers of the Corporation, insofar as the same may be
lawfully vested by this Second Amended and Restated Certificate of Incorporation
in the Board of Directors, are hereby conferred upon the Board of Directors. In
furtherance and not in limitation of that power, the Board of Directors shall
have the power to make, adopt, alter, amend, and repeal from time to time the
bylaws of the Corporation and to make from time to time new bylaws of the
Corporation (subject to the right of the stockholders entitled to vote thereon
to adopt, alter, amend, and repeal bylaws made by the Board of Directors or to
make new bylaws).

         SEVENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
(S)291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
(S)279 of Title 8 of the Delaware Code order a meeting of the creditors or class
of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors of class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation.

         EIGHTH: No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
DGCL hereafter is amended to authorize the further elimination or limitation of
the liability of directors, then the liability of a director of the Corporation,
in addition to the limitation on personal liability provided herein, shall be
limited to the fullest extent permitted by the amended DGCL. Any repeal or
modification of this Article EIGHTH by the stockholders of the Corporation shall
be prospective only and shall not adversely affect any limitation of the
personal liability of a director of the Corporation existing at the time of such
repeal or modification.

         NINTH: The Corporation shall indemnify any person who was, is, or is
threatened to be made a party to a proceeding (as hereinafter defined) by reason
of the fact that he or she (i) is or was a director or officer of the
Corporation or (ii) while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent or similar functionary of another
foreign or domestic


                                       -6-



corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or other enterprise, to the fullest extent permitted under the
DGCL, as the same exists or may hereafter be amended.

         Such rights shall be a contract right and as such shall run to the
benefit of any director or officer who is elected and accepts the position of
director or officer of the Corporation or elects to continue to serve as a
director or officer of the Corporation while this Article NINTH is in effect.
Any repeal or amendment of this Article NINTH shall be prospective only and
shall not limit the rights of any such director or officer or the obligations of
the Corporation with respect to any claim arising from or related to the
services of such director or officer in any of the foregoing capacities prior to
any such repeal or amendment to this Article NINTH. Such right shall include the
right to be paid by the Corporation expenses incurred in defending any such
proceeding in advance of its final disposition to the maximum extent permitted
under the DGCL.

         If a claim for indemnification or advancement of expenses hereunder is
not paid in full by the Corporation within sixty (60) days after a written claim
has been received by the Corporation, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim,
and if successful in whole or in part, the claimant shall also be entitled to be
paid the expenses of prosecuting such claim. It shall be a defense to any such
action that such indemnification or advancement of costs of defense are not
permitted under the DGCL, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including the Board of
Directors or any Committee thereof, independent legal counsel, or stockholders)
to have made its determination prior to the commencement of such action that
indemnification of, or advancement of costs of defense to, the claimant is
permissible in the circumstances nor an actual determination by the Corporation
(including the Board of Directors or any Committee thereof, independent legal
counsel, or stockholders) that such indemnification or advancement is not
permissible shall be a defense to the action or create a presumption that such
indemnification by the Corporation is not permissible.

         In the event of the death of any person having rights of
indemnification under the foregoing provisions, such right shall inure to the
benefit of his or her heirs, executors, administrators, and personal
representatives. The rights conferred above shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute, bylaw,
resolution of stockholders or directors, agreement, or otherwise.

         The Corporation may additionally indemnify any employee or agent of the
Corporation to the fullest extent permitted by law.

         The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article NINTH.


                                       -7-



         As used herein, the term "proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, any appeal in such an action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding.

         TENTH: The Corporation expressly elects not to be governed by Section
203 of the DGCL.

         ELEVENTH: Special meetings of stockholders of the Corporation may only
be called by the Board of Directors pursuant to a resolution adopted by a
majority of the Directors then serving, by the Chairman of the Board of
Directors, or by any holder or holders of at least twenty-five percent (25%) of
the outstanding shares of capital stock of the Corporation then entitled to vote
on any matter for which the respective special meeting is being called.

         TWELFTH: Notwithstanding any other provision of this Second Amended and
Restated Certificate of Incorporation to the contrary, except as otherwise
required by law not more than 22 1/2% of the aggregate number of votes that are
entitled to be cast in connection with any vote on, or consent to, any matter
shall be voted, or have consents executed with respect thereto, by or at the
direction of persons (including corporations, partnerships or other entities)
that are not "citizens of the United States" within the meaning of Section
40102(a)(15), Title 49, United States Code, as now in effect or as it may
hereafter from time to time be amended (hereinafter referred to as "U.S.
Citizens"); accordingly, if with respect to any matter, the total number of
votes represented by Non-Citizen Shares (as hereinafter defined) voting on or
consenting to such matter would, but for this sentence, exceed 22 1/2% of the
total number of votes voting on or consenting to such matter, then the total
number of votes represented by the Non-Citizen Shares (the "Non-Citizen Votes")
voting on or consenting to such matter shall be limited to an aggregate of 22
1/2% of the total number of votes (including the Non-Citizen Votes) voting on or
consenting to such matter, and any limitation on the voting rights of the
Non-Citizen Shares arising by reason of this sentence shall be applied to all
shares of capital stock that are Non-Citizen Shares. The limitation on the
voting power of each of the Non-Citizen Shares that is a share of Common Stock
shall be applied in the same proportion to the limitation on the voting power of
each other Non-Citizen Share that is a share of Common Stock. The limitation on
the voting power of each of the Non-Citizen Shares that is a share of Preferred
Stock shall be applied in the same proportion to the limitation on the voting
power of each other Non-Citizen Share that is a share of Preferred Stock. For
the purposes of this paragraph, the phrase "Non-Citizen Shares" shall mean
shares of capital stock of the Corporation the holder of which has, with respect
to any particular matter, a right to vote on, or consent to, such matter and
that may be voted, or have consents executed with respect thereto, by or at the
direction of any holder who is not a U.S. Citizen. The Board of Directors may,
at its discretion, provide for the establishment of a separate stock record to
be maintained by or on behalf of the Corporation for the registration of
ownership of capital stock that is owned by or for the account of holders who
are not U.S. Citizens, and may adopt such bylaws, rules and regulations as it
shall deem necessary or appropriate to carry out and enforce the foregoing
provisions.


                                       -8-



         THIRTEENTH: Notwithstanding any other provisions of this Second Amended
and Restated Certificate of Incorporation or any provision of law which might
otherwise permit a lesser vote or no vote, the affirmative vote of the holders
of at least two-thirds (2/3) of the outstanding shares of each class of capital
stock of the Corporation then entitled to vote thereon shall be required to
amend, alter, or repeal any one or more of Articles EIGHTH, NINTH and THIRTEENTH
of this Second Amended and Restated Certificate of Incorporation.

                                    * * * * *


                                       -9-



         IN WITNESS WHEREOF, Kitty Hawk, Inc., has caused this Second Amended
and Restated Certificate of Incorporation to be executed this 30th day of
September, 2002.

                                         KITTY HAWK, INC.




                                         By: /s/ Tilmon J. Reeves
                                             -------------------------
                                         Name:  Tilmon J. Reeves
                                         Title: Chief Executive Officer