Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hershfield Lawrence
   2. Issuer Name and Ticker or Trading Symbol
HAWAIIAN HOLDINGS INC [HA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
12730 HIGH BLUFF DRIVE SUITE 180		 3. Date of Earliest Transaction (Month/Day/Year)
04/21/2006
(Street)

SAN DIEGO, CA 92130		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/08/2006   J(1)   6,848,948 D $ 0 3,151,052 I See Footnote (2)
Common Stock 05/08/2006   J(1)   1,105,882 A $ 0 1,105,882 I See Footnote (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Note $ 4.35 04/21/2006   J(4)     893,300 (5) 06/01/2006 06/01/2010 Common Stock 893,300 (5) $ 3,885,855 0 I See Footnote (2)
Series B Convertible Note $ 4.35 04/21/2006   J(4)     486,010 (5) 06/01/2006 06/01/2010 Common Stock 486,010 (5) $ 2,114,144 0 I See Footnote (2)
Common Stock Warrant $ 7.2 05/03/2006   J(6)     5,973,384 (7) 11/17/2005 06/01/2010 Common Stock 5,973,384 (7) $ 43,008,365 0 I See Footnote (2)
Series A Convertible Note $ 4.35 04/21/2006   J(4)     94,584 (5) 06/01/2006 06/01/2010 Common Stock 94,584 (5) $ 411,443 0 I See Footnote (3)
Series B Convertible Note $ 4.35 04/21/2006   J(4)     51,460 (5) 06/01/2006 06/01/2010 Common Stock 51,460 (5) $ 223,851 0 I See Footnote (3)
Common Stock Warrant $ 7.2 05/03/2006   J(6)   758,158 (7)   11/17/2005 06/01/2010 Common Stock 758,158 (7) $ 5,458,738 758,158 I See Footnote (3)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Hershfield Lawrence
12730 HIGH BLUFF DRIVE SUITE 180
SAN DIEGO, CA 92130		   X   X    

Signatures

 /s/ Lawrence S. Hershfield   05/09/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) As required by that certain Second Amended and Restated Limited Liability Company Operating Agreement dated as of June 1, 2005 entered into between RC Aviation, LLC and its members, RC Aviation, LLC distributed these securities to its members per that Operating Agreement following the effectiveness of the Issuer's Registration Statement on Form S-3.
(2) Owned indirectly through RC Aviation, LLC
(3) Owned indirectly through RC Aviation Management, LLC
(4) Acquired pursuant to that certain Note Purchase Agreement dated as of June 1, 2005 by and between RC Aviation, LLC and the Issuer
(5) Based on an assumed conversion of the Note at $4.35 per share
(6) Acquired pursuant to that certain Common Stock Warrant issued by the Issuer to RC Aviation, LLC on November 17, 2005
(7) As required by that certain Second Amended and Restated Limited Liability Company Operating Agreement dated as of June 1, 2005 entered into between RC Aviation, LLC and its members, RC Aviation, LLC distributed this Warrant to its members per that Operating Agreement following the effectiveness of the Issuer's Registration Statement on Form S-3.

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