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): May 23, 2006

Kitty Hawk, Inc.

(Exact name of registrant as specified in its charter)

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

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


75261
(Zip Code)

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Amendment Number Three to 2003 Long Term Equity Incentive Plan

Item 1.01 Entry into a Material Definitive Agreement.

          On May 23, 2006, Kitty Hawk, Inc. (the “Company”) entered into Amendment Number Three (the “Amendment”) to the Kitty Hawk 2003 Long Term Equity Incentive Plan (the “Plan”). On May 23, 2006, at the Company’s 2006 Annual Meeting of Stockholders, the Company’s stockholders approved the Amendment. The following description of the terms of the Amendment is qualified in its entirety by the actual text of the Amendment, which is filed as Exhibit 10.1 attached hereto and which is incorporated herein for all purposes.

          The Amendment increases the number of shares of common stock authorized for issuance under the Plan by 1,500,000 shares to a total of 8,500,000 shares.

          All other terms and conditions of the Plan remain in full force and effect.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Amendment Number Three to the Kitty Hawk 2003 Long Term Equity Incentive Plan, dated May 23, 2006.

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.
By:	/s/ Steven E. Markhoff
Name:		Steven E. Markhoff
Title:		Vice President Strategic Planning, General Counsel and Corporate Secretary

Date: May 24, 2006