SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G
                                (RULE 13d - 102)

     INFORMATION TO BE INCLUDED IN STATEMENTS  FILED  PURSUANT TO 13d-1(b),  (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)

                             (Amendment No. ______)*

                                 Kitty Hawk, Inc.
                                 (Name of Issuer)

                                 Common Stock
                          (Title of Class of Securities)
                                  498326206
                                (CUSIP Number)

                              September 30, 2002
              (Date of Event which Requires Filing of this Statement)

     Check the  appropriate  box to  designate  the rule  pursuant to which this
Schedule is filed:

[ ]      Rule 13d-1(b)
[x]      Rule 13d-1(c)
[ ]      Rule 13d-1(d)


     *The  remainder  of this cover  page  shall be filled  out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

     The  information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 or otherwise  subject to the  liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

                                                             (Page 1 of 5)


1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                  Stockton, LLC

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

         (a)      [ ]
         (b)      [ ]

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.       SOLE VOTING POWER

                  6,126,221 (see Item 4(c)(i))

6.       SHARED VOTING POWER

                  0

7.       SOLE DISPOSITIVE POWER

                  6,126,221 (see Item 4(a))

8.       SHARED DISPOSITIVE POWER

                  0

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  6,126,221 (see Item 4(a))

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
         EXCLUDES CERTAIN SHARES*   [ ]

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                  12.3% (see Item 4(b))

12.      TYPE OF REPORTING PERSON*

                  OO


                    *SEE INSTRUCTIONS BEFORE FILLING OUT!



ITEM 1(a). Name of Issuer:  Kitty Hawk, Inc. (the "Issuer")

Item 1(b). Address of Issuer's Principal Executive Offices:

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

Item 2(a). Name of Persons Filing:

     Stockton, LLC ("Stockton"), a Delaware limited liability company controlled
by Paul E. Singer.

Item 2(b).  Address of Principal Business Office or, if None, Residence:

     The business  address of both  Stockton and Mr. Singer is 712 Fifth Avenue,
36th Floor, New York, New York 10019.

Item 2(c).        Citizenship:

     Stockton is a Delaware  limited  liability  company.  Mr.  Singer is a U.S.
citizen.

Item 2(d).        Title of Class of Securities:  Common Stock

Item 2(e).        CUSIP Number:  498326206

Item 3.       If This Statement is Filed Pursuant to Rule 13d 1(b),
              or 13d-2(b) or (c), Check Whether the Person Filing
              is a:

          (a)  [ ]   Broker or dealer registered under Section 15 of the
                         Exchange Act.

          (b)  [ ]   Bank as defined in Section 3(a)(6) of the Exchange Act.

          (c)  [ ]   Insurance company defined in Section 3(a)(19) of the
                        Exchange Act.

          (d)  [ ]   Investment company registered under Section 8 of the
                        Investment Company Act.

          (e)  [ ]   An investment adviser in accordance with
                         Rule 13d-1(b)(1)(ii)(E).

          (f)  [ ]   An employee benefit plan or endowment fund in accordance
                        with Rule 13d-1(b)(1)(ii)(F).

          (g)  [ ]   A parent holding company or control person in accordance
                        with Rule 13d-1(b)(1)(ii)(G).

          (h)  [ ]   A savings association as defined in Section 3(b) of
                        the Federal Deposit Insurance Act.

          (i)  [ ]   A church plan that is excluded  from the  definition of an
                        investment company under Section  3(c)(14) of the
                        Investment Company Act;

          (j)  [ ]   Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

     If this statement is filed pursuant to Rule 13d-1(c), check this box [x]

Item 4.   Ownership.

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

     (a) Amount beneficially owned:  6,126,221  (estimated based on the Issuer's
bankruptcy reorganization plan)

     (b) Percent of class:  12.3% (based on the assumption  that the Issuer will
issue all  50,000,000  shares of its common stock as provided in its  bankruptcy
reorganization plan)

     (c) Number of shares as to which such person has:

             (i) Sole power to vote or to direct the vote

     Stockton may not have the right to vote and/or freely transfer an as of yet
undetermined  number of the  shares of common  stock it is  entitled  to receive
pursuant  to  the  Issuer's  bankruptcy   reorganization  plan  due  to  certain
restrictions   imposed  by  the  Issuer  in  response  to  U.S.   Department  of
Transportation regulations.

            (ii) Shared power to vote or to direct the vote

                       0

           (iii) Sole power to dispose or to direct the disposition of

                           6,126,221 (see Item 4(a) above)

           (iv) Shared power to dispose or to direct
                  the disposition of

                           0

Item 5.   Ownership of Five Percent or Less of a Class.

     If this  statement  is being  filed to report  the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].

Item 6.   Ownership of More than Five Percent on Behalf of Another Person.

          Not applicable.

Item 7.  Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.

          Not applicable.

Item 8.   Identification and Classification of Members of the Group.

          Not applicable.

Item 9.   Notice of Dissolution of Group.

          Not applicable.

Item 10.  Certification.

     By  signing  below  the  undersigned  certifies  that,  to the  best of its
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing  or  influencing  the
control of the issuer of the  securities  and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.

                                     SIGNATURE

     After reasonable  inquiry and to the best of its knowledge and belief,  the
undersigned  certifies that the information set forth in this statement is true,
complete, and correct.

Dated: October 10, 2002

          STOCKTON, LLC


          By: /s/ Elliot Greenberg
                        Elliot Greenberg
                        Vice President