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. 1)*

                                Kitty Hawk, Inc.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    498326206
                                 (CUSIP Number)

                                January 20, 2005
             (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).



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

                  1,548,942

6.       SHARED VOTING POWER

                  0

7.       SOLE DISPOSITIVE POWER

                  1,548,942

8.       SHARED DISPOSITIVE POWER

                  0

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  1,548,942

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

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

                  3.3%

12.      TYPE OF REPORTING PERSON*

                  OO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



This statement is filed with respect to the shares of common stock, $.000001 par
value (the "Common Stock") of Kitty Hawk, Inc. (the "Issuer") beneficially owned
by Stockton, LLC ("Stockton") as of January 21, 2005 and amends the Schedule 13G
originally filed on October 10, 2002 (the "Schedule  13G").  Except as set forth
herein, the Schedule 13G is unmodified.

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)  Stockton beneficially owns 1,548,942 shares of Common Stock.

     (b)  Stockton's  beneficial  ownership of 1,548,942  shares of Common Stock
          represents 3.3% of all of the outstanding shares of Common Stock.

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

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

                Stockton has the  sole power to vote or to  direct  the vote of
                1,548,942 shares of Common Stock.

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

                Not applicable.

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

                Stockton has  the sole  power  to  dispose  or  to  direct  the
                disposition of 1,548,942 shares of Common Stock.

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

                Not applicable.

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 [X].

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: January 24, 2005

       STOCKTON, LLC


       By:/s/ Elliot Greenberg
          --------------------
              Elliot Greenberg
              Vice President