content: <PAGE>   1
        As filed with the Securities and Exchange Commission on June 5, 1997
                                                            Registration No. 333-
  -------------------------------------------------------------------------------
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                  KITTY HAWK, INC.
               ------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
               DELAWARE                                75-2564006
  -------------------------------          ------------------------------------
  (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)
  
                 1515 WEST 20TH STREET
                   P.O. BOX 612787
  DALLAS/FORT WORTH INTERNATIONAL AIRPORT, TEXAS          75261
  ----------------------------------------------        ----------
    (Address of Principal Executive Offices)            (Zip Code)
  
  
         KITTY HAWK, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
  
                      ---------------------------------------
                              (Full title of the Plan)
  
                                 M. TOM CHRISTOPHER
                              CHIEF EXECUTIVE OFFICER
                               1515 WEST 20TH STREET
                                  P.O. BOX 612787
                DALLAS/FORT WORTH INTERNATIONAL AIRPORT, TEXAS 75261
                ----------------------------------------------------
                      (Name and address of agent for service)
  
                                   (972) 456-2200
         -----------------------------------------------------------------
           (Telephone number, including area code, of agent for service)
  
                                  With a copy to:
                                  MICHAEL M. BOONE
                                   GREG R. SAMUEL
                               Haynes and Boone, LLP
                                  901 Main Street
                               3100 NationsBank Plaza
                              Dallas, Texas 75202-3789
                                   (214) 651-5000
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ------------------------------------------------------------------------------------------------------------------
  Title of Securities             Amount         Maximum Offering         Proposed Maximum              Amount
  To Be Registered            To Be Registered    Price Per Share     Aggregate Offering Price   of Registration Fee
  ------------------------------------------------------------------------------------------------------------------
  <S>                            <C>                    <C>                  <C>                       <C>       
  Common Stock
  $.01 par value . . . .         100,000 shares(1)      $15.50 (2)           $1,550,000(2)             $469.70(2)
  ------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
       this Registration Statement covers an indeterminate amount of interests to
       offered or sold pursuant to the Kitty Hawk, Inc. Amended and Restated
       Employee Stock Purchase Plan.
  
  (2)  The offering price per share, the aggregate offering price and the
       registration fee have been calculated in accordance with paragraphs (c)
       and (h)(1) of Rule 457 promulgated under the Securities Act of 1933 based
       on the average of the high and low sale prices for the Company's Common
       Stock reported on the NASDAQ National Market on June 2, 1997 ($15.50 per
       share).
  
  
  
  ------------------------------------------------------------------------------
  <PAGE>   2
  
  
                   THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
                   COVERING SECURITIES THAT HAVE BEEN REGISTERED
                          UNDER THE SECURITIES ACT OF 1933
  
                   NOTICE TO PARTICIPANTS IN THE KITTY HAWK, INC.
                 AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
  
           Accompanying this Notice is a summary of the Kitty Hawk, Inc. Amended
  and Restated Employee Stock Purchase Plan (the "Plan") which you are encouraged
  to read carefully.
  
           Kitty Hawk, Inc. (the "Company") has filed a Registration Statement on
  Form S-8 (the "Registration Statement") with the Securities and Exchange
  Commission (the "Commission") with respect to the shares issuable pursuant to
  the Plan.  The Registration Statement incorporates by reference the following
  documents:
  
           (a)     The Company's Annual Report on Form 10-K for the fiscal year
                   ended August 31, 1996;
  
           (b)     The Company's Quarterly Report on Form 10-Q for the quarter
                   ended November 30, 1996;
  
           (c)     The Company's Quarterly Report on Form 10-Q for the quarter
                   ended March 31, 1997;
  
           (d)     The Company's Form 8-K dated December 4, 1996;
  
           (e)     The Company's Transition Report on Form 10-K for the
                   transition period from September 1, 1996 to December 31, 1996;
  
           (f)     The Company's Amendment to its Transition Report on Form
                   10-K/A filed with the Commission on April 7, 1997; and
  
           (g)     The description of Common Stock set forth in "Item 1.
                   Description of Registrant's Securities to be Registered,"
                   included in the Company's Registration Statement on Form 8-A
                   as filed with the Commission on October 1, 1996.
  
           In addition, all documents subsequently filed by the Company pursuant
  to Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of
  1934, prior to the filing of a post-effective amendment which indicates that
  all securities offered by the Registration Statement have been sold, or which
  deregisters all securities then remaining unsold, are deemed to be incorporated
  by reference in the Registration Statement and to be a part of the Registration
  Statement from the date of the filing of such documents.  All documents
  incorporated by reference in the Registration Statement are also incorporated
  herein by reference.
  
           The Company shall provide without charge to each person, including any
  beneficial owner, to whom this document is delivered, upon written or oral
  request of such person: (1) a copy of any and all information that has been
  incorporated by reference in this document (excluding exhibits to the
  information that is incorporated by reference unless such exhibits are
  specifically incorporated by reference in the information that this document
  incorporates); (2) a copy of other documents required to be delivered to
  employees pursuant to Rule 428(b) of the Securities Act of 1933; and (3) a copy
  of all reports, proxy statements and other communications distributed by the
  Company to its stockholders generally, if the participant requesting such
  documents has not otherwise received them.  Requests should be directed to:
  <PAGE>   3
  Kitty Hawk, Inc.
  1515 West 20th Street
  P.O. Box 612787
  Dallas/Fort Worth International Airport, Texas 75261
  Telephone: (214) 456-2200
  Attn:  Human Resources
  
  
  
                  ---------------------------------------------
  
                         This Notice is dated June 5, 1997.
  <PAGE>   4
                   THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
                   COVERING SECURITIES THAT HAVE BEEN REGISTERED
                          UNDER THE SECURITIES ACT OF 1933
  
                                  KITTY HAWK, INC.
  
                               ----------------------
  
                                  KITTY HAWK, INC.
                 AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
  
                               ----------------------
  
                           100,000 SHARES OF COMMON STOCK
                             (PAR VALUE $.01 PER SHARE)
  
           This Prospectus covers an aggregate of 100,000 shares of Common Stock,
  par value $.01 per share (the "Common Stock"), of Kitty Hawk, Inc., a Delaware
  corporation, which may be purchased by employees pursuant to the Kitty Hawk,
  Inc. Amended and Restated Employee Stock Purchase Plan (the "Plan").  As used
  in this Prospectus, the term "Company" refers to Kitty Hawk, Inc. and its
  majority-owned subsidiaries, unless the context indicates otherwise.
  
           Each offer made pursuant to this Prospectus is made at the price and
  on the terms and conditions contained in the award agreement executed or to be
  executed by the recipient of an award.
  
           This Prospectus may not be used for reoffers or resales of Common
  Stock acquired by affiliates of the Company within the meaning of Rule 405
  promulgated under the Securities Act of 1933, as amended (the "1933 Act").
  Under existing laws and regulations, any such reoffers or resales by affiliates
  must be made either (i) pursuant to Rule 144 under the 1933 Act, or (iii) by
  means of a separate prospectus relating to a registration statement that has
  been declared effective under the 1933 Act.  See "Resales by Participants."
  
           The mailing address of the Company's principal executive offices is
  1515 West 20th Street, P.O. Box 612787, Dallas/Fort Worth International
  Airport, Texas 75261.  The Company's telephone number is (972) 456-2200.  If
  you desire additional information about the Plan and its administration, please
  call or write Human Resources, at the telephone number or address listed above.
  
                               ----------------------
  
               THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
                  BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
               STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND
                    EXCHANGE COMMISSION OR ANY STATE SECURITIES
                  COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
                     OF THIS PROSPECTUS.  ANY REPRESENTATION TO
                        THE CONTRARY IS A CRIMINAL OFFENSE.
  
                               ----------------------
  
                    The date of this Prospectus is June 5, 1997.
  <PAGE>   5
           No person has been authorized to give any information or to make any
  representation in connection with the distribution of Common Stock to which
  this Prospectus relates other than those contained herein and, if given or
  made, such information or representation must not be relied upon as having been
  authorized by the Company.  This Prospectus does not constitute an offer or
  solicitation by anyone in any state in which such offer or solicitation is not
  authorized or in which the person making such offer or solicitation is not
  qualified to do so or to anyone to whom it is unlawful to make such offer or
  solicitation.
  
           The Company is subject to the informational requirements of the
  Securities Exchange Act of 1934 (the "1934 Act") and in accordance therewith
  files reports and other information with the Securities and Exchange Commission
  (the "Commission").  These reports, proxy and information statements and other
  information can be inspected and copied at the public reference facilities
  maintained by the Commission at its principal offices at Judiciary Plaza, 450
  Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional
  offices located at Northwest Atrium Center, 500 West Madison Street, Suite
  1400, Chicago, Illinois 60661 and Seven World Trade Center, 13th Floor, New
  York, New York 10048.  Copies of such material may be obtained upon the payment
  of prescribed rates from the Public Reference Section of the Commission at
  Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.  Such material
  may also be accessed electronically by means of the Commission's home page on
  the Internet at http://www.sec.gov.
  
           The Company has filed with the Commission a Registration Statement on
  Form S-8 (the "Registration Statement") under the 1933 Act for the registration
  of the securities being offered hereby.  This Prospectus does not contain all
  of the information set forth in the Registration Statement, certain parts of
  which are omitted in accordance with the rules and regulations of the
  Commission.
  
  
  
  
  
                                       - 2 -
  <PAGE>   6
                            SUMMARY OF KITTY HAWK, INC.
                 AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
  
           The Company's Board of Directors adopted and approved the Plan on
  September 3, 1996.  The Plan may be terminated by the Board of Directors of the
  Company at any time.  The statements contained herein concerning the terms and
  provisions of the Plan are summaries and do not purport to be complete.  All
  such statements are qualified in their entirety by reference to the full text
  of the Plan filed as Exhibit 10.30 to the Company's Registration Statement on
  Form S-1 (NO. 333-08307) dated as of October 8, 1996.
  
  GENERAL
  
           The purpose of the Plan is to encourage employees of the Company to
  acquire an ownership interest in the Company through the purchase of shares of
  Common Stock of the Company on a tax-favored basis.  The Plan is intended to
  enhance shareholder value by aligning employee efforts with the financial
  success of the Company.  The Plan is also intended to enhance employee benefits
  and improve employee retention through the use of a convenient payroll-based
  savings vehicle that is tax favored.
  
           The aggregate number of shares of Common Stock which may be issued
  under the Plan is 100,000 shares, subject to proportionate adjustment in the
  event of stock splits and similar events.
  
           Nothing in the Plan confers upon any employee any right to continue in
  the employ of the Company or to interfere in any way with the right of the
  Company to terminate the employment of any person at any time.
  
  ADMINISTRATION
  
           The Plan will be interpreted and administered by the Compensation
  Committee (the "Committee") of the Board of Directors, which must be comprised
  solely of at least two outside directors of the Company.  Each member of the
  Committee must also be at the time of his appointment and while serving as a
  member thereof a "Non-Employee Director" as such term is defined in Rule 16b-3
  promulgated under the 1934 Act.  The members of the Committee are presently Ted
  J.  Coonfield and Lewis S. White.
  
           The Plan is required to file an Annual Report on Form 11-K with the
  Securities Exchange Commission within 90 days after the end of each calendar
  year.  The Company is required to deliver a copy of the Plan's Annual Report on
  Form 11-K to each Plan Participant who requests a copy.
  
  ELIGIBILITY
  
           All employees of the Company who have completed at least one year of
  service, work at least twenty (20) hours a week and are employed by the Company
  for at least five (5) months per calendar year are eligible to participate in
  the Plan.  Participation in the Plan is voluntary.  All eligible employees may
  enroll to participate in the Plan by completing a written payroll deduction
  authorization provided by the Committee.  Employees that elect to participate
  in the Plan are referred to as "Participants".  Notwithstanding any provision
  of the Plan to the contrary, no Employee shall be granted an option to purchase
  shares under this Plan:
  
  
  
  
  
                                       - 3 -
  <PAGE>   7
           (a) if such employee, immediately after the option is granted, owns
           stock possessing five percent (5%) or more of the total combined
           voting power or value of all classes of stock of the Company or a
           Parent or a Subsidiary of the Company.  For purposes of determining
           share ownership, the rules of Section 424(d) of the Internal Revenue
           Code shall apply, and stock which the employee may purchase under
           outstanding options shall be treated as stock owned by the employee;
           or
  
           (b) which permits the stock which an employee may purchase under all
           employee stock purchase plans of the Company and its parent and
           subsidiary corporations to accrue at a rate which exceeds $25,000 of
           the fair market value of such stock, determined as of the applicable
           offering commencement date (described below),  each calendar year in
           which such option is outstanding at any time.  The term "accrue" shall
           be interpreted in accordance with Section 423 (b) (8) of the Internal
           Revenue Code.
  
  AMENDMENT OF THE PLAN
  
           The Plan provides that the Company's Board of Directors may, from time
  to time, amend the Plan without the consent of the Company's stockholders.  The
  Committee may at any time alter or amend any or all Award agreements under the
  Plan to comply with any laws that govern such agreements.
  
  STOCK PURCHASES
  
           The Plan provides for a Participant to be able to purchase Common
  Stock at a discount from the market price of the Common Stock.  The stock
  available to be purchased under the Plan is offered in semi-annual offerings as
  determined by the Committee until all the stock set aside under the Plan has
  been issued.  The purchase price for a share of stock in an offering is the
  lesser of (i) 85% of the fair market value of the Company's Common Stock on the
  "exercise date" or (ii) 85% of the fair market value of the Company's Common
  Stock on the immediately preceding "offering commencement date".  An exercise
  date will occur on or about each December 31st and June 30th during the term of
  the Plan.  The first offering commencement date will be July 1, 1997,  and
  subsequent offering commencement dates will occur on or about the day that
  immediately follows an exercise date.  The fair market value of a share is the
  closing price per share as reported on the national securities exchange on
  which the Company's stock is listed on the exercise date or previous offering
  commencement date, whichever is applicable, or the nearest prior business day
  on which trading occurs.
  
           Participants accumulate funds to purchase the stock through their
  payroll deductions.  The Company credits a Participant's Plan Account with the
  funds withheld each payroll period.  On each exercise date, the Participant's
  Plan Account is used to purchase the maximum number of shares as the money that
  has accumulated in the Participant's Plan Account will allow.  However, a
  Participant has the option to  purchase a maximum of 2,000 shares during each
  offering.  If on any exercise date the amount of cash credited to the
  Participant's Account Plan is insufficient to purchase all of his allocable
  shares, the Participant's right to purchase such shares will immediately
  terminate and any cash remaining in the Participant's Plan Account will be
  distributed to the Participant without interest.  The Committee may declare a
  minimum authorized payroll deduction in order to limit administrative expenses
  associated with the Plan.
  
  
  
  
  
                                       - 4 -
  <PAGE>   8
           Until a Participant elects to terminate payroll deductions, the
  Participant's  option to purchase shares will be automatically exercised on
  behalf of the Participant on each offering.
  
           If you wish to participate in the Plan, you must complete a payroll
  deduction form authorizing a payroll deduction (the "Authorization Form").  By
  completing the Authorization Form and forwarding it to Human Resources, you
  authorize regular deductions, post-tax, from your pay, starting on the first
  exercise date.
  
           The Company may use all of the funds it receives or holds under the
  Plan for general corporate purposes.  Therefore, the Company's creditors may
  under certain circumstances be able to make claims against those funds.
  Although the Company does not expect any difficulties in returning your funds
  if you withdraw from the Plan, the Company can give you no assurance that it
  will be able to return the amount accumulated in your Participant Plan Account
  if you do withdraw from the Plan.
  
  WITHDRAWAL, DEATH OR TERMINATION
  
           For any reason, a Participant may terminate payroll deductions at any
  time by fifteen (15) days prior written notice to the Committee.
  
           In the event of death of a Participant prior to the termination date
  of the Plan, the beneficiary or beneficiaries designated by the Participant
  under the Plan may give notice to the Committee, within ninety days after the
  death of the Participant, of the beneficiary's or beneficiaries' election to
  purchase the number of full shares which the accumulated payroll deductions in
  the account of such deceased Participant will purchase at the option price
  specified in the Plan (which may not be less than 85% of the fair market value
  of the shares on the previous offering commencement date, if such purchase
  occurs before the exercise date), and upon such notice the deceased
  Participant's accumulated payroll deductions shall be used to purchase such
  shares within three months after the date of the Participants' death.  The
  balance in the Participant's individual account after the purchase of such
  shares shall be distributed in cash without interest.  If no such notice is
  received by the Committee within such ninety days, the Participant's
  accumulated payroll deductions held in the individual account will be
  distributed to such beneficiary or beneficiaries in cash without interest.
  
           Upon termination of the Participant's employment with the Company for
  any reason other than the death of the Participant during an offering period,
  the accumulated payroll deductions credited to the Participant's account will
  be returned to the Participant without interest.
  
           Subject to compliance with Section 16 of the 1934 Act, if a
  Participant makes a request to withdraw accumulated payroll deductions under
  the Plan, the Participant will not be eligible to participate in the Plan
  earlier than the next subsequent offering commencement date following the date
  of such withdrawal request, based on procedures established by the Committee.
  
  
  
  
  
                                       - 5 -
  <PAGE>   9
  CERTAIN FEDERAL INCOME TAX ASPECTS
  
           The following statements are based on current federal income tax laws
  and regulations and are subject to change if the tax laws and regulations or
  interpretation thereof change.
  
           In general, no federal income tax will be recognized by a Participant
  and no deduction will be allowed to the Company at the time the stock is
  offered to the Participant or the date the stock is purchased on behalf of the
  Participant under the Plan.  When the stock purchased under the Plan is sold,
  provided the Participant holds the stock for more than two years from the date
  of the offering and more than one year from the date of purchase, the
  Participant will recognize long term capital gain or loss equal to the
  difference between the proceeds of sale and the purchase price for the stock.
  If these holding period requirements under the Code are not satisfied, the sale
  of stock is treated as a "Disqualifying Disposition," and the Participant must
  notify the Company in writing of the date and terms of the Disqualifying
  Disposition.  If the purchase price of the stock is less than 100% of the fair
  market value of the stock at the date of the Disqualifying Disposition, the
  Participant will also recognize ordinary income on the date the stock is sold
  in an amount equal to the difference between the fair market value of the stock
  at the date of the Disqualifying Disposition and the purchase price.
  
           Any capital gain or loss recognized by the Participant will be long
  term or short term depending upon the holding period for the stock sold.  The
  Company may claim a deduction at the time of the Disqualifying Disposition
  equal to the amount of the ordinary income the Participant realizes.
  
  RESALES BY PARTICIPANTS
  
           Common Stock awarded under the Plan may be resold only in compliance
  with the requirements of the 1933 Act and applicable state securities laws.
  
           Persons not deemed to be "affiliates" of the Company as defined in
  Rule 405 promulgated pursuant to the 1933 Act may resell shares of Common Stock
  awarded pursuant to the Plan from time to time without limitation as to either
  the quantity of Common Stock sold or the period during which such Common Stock
  was held, provided a registration statement under the 1933 Act covering the
  issuance of such Common Stock is in effect.
  
           Persons who are "affiliates" of the Company as defined in Rule 405
  promulgated pursuant to the 1933 Act may resell shares acquired pursuant to the
  Plan only (i) in accordance with the provisions of Rule 144 of the 1933 Act
  (except that such affiliate is not required to meet the one-year holding period
  requirement of Rule 144 if such Common Stock is acquired while a registration
  statement covering the issuance of such shares is in effect) or some other
  exemption from registration under the 1933 Act, or (ii) pursuant to an
  effective registration statement.  This Prospectus and the Registration
  Statement may not be used in connection with any reoffers or resales by
  "affiliates" of the Company.
  
           An "affiliate" of the Company, as defined in Rule 405 promulgated
  pursuant to the 1933 Act, is a person that, directly or indirectly, through one
  or more intermediaries, controls, or is controlled by, or is under common
  control with, the Company.  The determination of whether a person is an
  affiliate of the Company is primarily a factual one based upon whether he or
  she possesses, directly or indirectly, individually or in concert with others,
  the power to direct or cause the direction of the management or policies of the
  Company, whether
  
  
  
  
  
                                       - 6 -
  <PAGE>   10
  through the ownership of voting stock, by executive position, by membership on
  the Company's Board of Directors, by contract or otherwise.  Therefore, each
  participant should consult legal counsel concerning whether he or she is an
  affiliate of the Company and therefore is subject to restrictions under the
  1933 Act on resales of Common Stock acquired pursuant to the Plan.
  
           In order to ensure compliance with applicable securities laws, certain
  participants may be requested (i) to agree not to dispose of any shares of
  Common Stock awarded under the Plan except under certain circumstances and (ii)
  to consent to the giving of stop-transfer instructions to the Company's
  transfer agent with respect to such certificates and to the placing of
  restrictive legends on each certificate received.
  
           Section 16 of the 1934 Act provides, among other things, that any
  person who is a beneficial owner of more than 10% of an equity security of a
  company registered under the 1934 Act (as determined by reference to the rules
  promulgated under Section 16 of the 1934 Act), is liable to the company for any
  profit realized from any purchase and sale (or any sale and purchase) of any
  equity security of such company within a period of less than six months,
  irrespective of the intention on the part of such person in entering into the
  transaction.  In order to comply with the regulations under Section 16 of the
  1934 Act, any participant who is a 10 percent or greater stockholder of the
  Company and is not an officer or director of the Company may not transfer
  Common Stock awarded under the Plan until six months have expired from the date
  the Common Stock is received by such participant.  Prior to the acquisition or
  disposition of any shares of Common Stock (including shares acquired through
  participation in the Plan), persons affected should consult with legal counsel.
  Common Stock awarded to officers and directors pursuant to the terms of the
  Plan is exempt from the provisions of Section 16 of the 1934 Act,
  notwithstanding the amount of Common Stock such person already owns.
  
  ERISA
  
           The Company believes that the Plan is not subject to any of the
  provisions of the Employee Retirement Income Security Act of 1974.
  
  MISCELLANEOUS
  
           Except as specifically provided in the Plan, neither payroll
  deductions credited to a Participant's withdrawal account nor any rights with
  regard to the exercise of the option to receive shares under the Plan may be
  assigned, transferred, pledged or otherwise encumbered or disposed of in any
  way by the Participant, and any attempt to do so shall be null and void.
  
           Upon the dissolution or liquidation of the Company, or upon a
  reorganization, merger, or consolidation of the Company with one or more
  corporations as a result of which the Company is not the surviving corporation,
  or upon a sale of substantially all of the property or stock of the Company to
  another corporation, the holder of each option to purchase shares then
  outstanding under the Plan will thereafter be entitled to receive at the next
  exercise date upon the exercise of such option for each share as to which such
  option shall be exercised, as nearly as reasonably may be determined, the cash,
  securities, and/or property which a holder of one share was entitled to receive
  upon and at the time of such transaction.  Alternatively, the Committee may
  designate that the dissolution or liquidation of the company shall cause each
  outstanding option to terminate, provided in such event that 
  
                                                                                 
                                                                                 
                                                                                 
  
  
  
  
  
                                       - 7 -
  <PAGE>   11
  immediately prior to such dissolution or liquidation, each Participant shall be
  repaid the payroll deductions credited to the Participant's account without    
  interest.                                                                      
  
  
  
  
                                       -8-
  
  <PAGE>   12
  
                                      PART II
  
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           Kitty Hawk, Inc. (the "Company") hereby incorporates by reference the
  following documents filed with the Securities and Exchange Commission (the
  "Commission"):
  
           (a)     The Company's Annual Report on Form 10-K for the fiscal year
                   ended August 31, 1996;
  
           (b)     The Company's Quarterly Report on Form 10-Q for the quarter
                   ended November 30, 1996;
  
           (c)     The Company's Quarterly Report on Form 10-Q for the quarter
                   ended March 31, 1997;
  
           (d)     The Company's Form 8-K dated December 4, 1996;
  
           (e)     The Company's Transition Report on Form 10-K for the
                   transition period from September 1, 1996 to December 31, 1996;
  
           (f)     The Company's Amendment to its Transition Report on Form
                   10-K/A filed with the Commission on April 7, 1997; and
  
           (g)     The description of Common Stock set forth in "Item 1.
                   Description of Registrant's Securities to be Registered,"
                   included in the Company's Registration Statement on Form 8-A
                   as filed with the Commission on October 1, 1996.
  
           All documents subsequently filed by the Company pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
  prior to the filing of a post-effective amendment which indicates that all
  securities offered hereunder have been sold or which deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be a part hereof from the date such documents are filed.
  
  Item 5.  Interests of Named Experts and Counsel.
  
                                   Legal Matters
  
           The validity of the shares of Common Stock being sold in this offering
  will be passed upon for the Company by Haynes and Boone, LLP of Dallas, Texas,
  special counsel to the Company.
  
                                      Experts
  
           The consolidated financial statements of Kitty Hawk, Inc. appearing in
  Kitty Hawk, Inc.'s Annual Report on Form 10-K for the fiscal year ended August
  31, 1996 and Transition Reports on Form 10-K and 10-K/A for the transition 
  period from September 1, 1996 to December 31, 1996 have been audited by Ernst &
  Young LLP, independent auditors, as set forth in their reports thereon included
  therein and incorporated herein by reference.  Such financial statements are,
  and audited financial statements to be included in subsequently filed documents
  will be, incorporated herein in reliance upon the reports of Ernst & Young LLP
  pertaining to such financial statements (to the extent covered by consents filed
  with the Securities and Exchange Commission) given upon the authority of such
  firm as experts in accounting and auditing.
  
  
  
  
  
                                     II - 1
  <PAGE>   13
  Item 6.  Indemnification of Directors and Officers
  
           The Company's Certificate of Incorporation provides that no director
  of the Company will be personally liable to the Company or any of its
  stockholders for monetary damages arising from the director's breach of
  fiduciary duty as a director. However, this does not apply with respect to any
  action in which the director would be liable under Section 174 of the General
  Corporation Law of the State of Delaware ("Delaware Code") nor does it apply
  with respect to any liability in which the director (i) breached his duty of
  loyalty to the Company or its stockholders; (ii) did not act in good faith or,
  in failing to act, did not act in good faith; (iii) acted in a manner involving
  intentional misconduct or a knowing violation of law or, in failing to act,
  shall have acted in a manner involving intentional misconduct or a knowing
  violation of law; or (iv) derived an improper personal benefit.
  
           The Certificate of Incorporation of the Company provides that the
  Company shall indemnify its directors and officers and former directors and
  officers to the fullest extent permitted by the Delaware Code. Pursuant to the
  provisions of Section 145 of the Delaware Code, the Company has the power to
  indemnify any person who was or is a party or is threatened to be made a party
  to any threatened, pending, or completed action, suit, or proceeding (other
  than an action by or in the right of the Company) by reason of the fact that he
  is or was a director, officer, employee, or agent of the Company, against any
  and all expenses, judgments, fines, and amounts paid in settlement actually and
  reasonably incurred in connection with such action, suit, or proceeding. The
  power to indemnify applies only if such person acted in good faith and in a
  manner he reasonably believed to be in the best interest, or not opposed to the
  best interest, of the Company and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful.
  
           The power to indemnify applies to actions brought by or in the right
  of the Company as well, but only to the extent of defense and settlement
  expenses and not to any satisfaction of a judgment or settlement of the claim
  itself, and with the further limitation that in such actions no indemnification
  shall be made in the event of any adjudication of negligence or misconduct
  unless the court, in its discretion, believes that in light of all the
  circumstances indemnification should apply.
  
           The statute further specifically provides that the indemnification
  authorized thereby shall not be deemed exclusive of any other rights to which
  any such officer or director may be entitled under any bylaws, agreements, vote
  of stockholders or disinterested directors, or otherwise.
  
           Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers, or persons controlling
  the Company pursuant to the foregoing provisions, the Company has been advised
  that in the opinion of the Commission such indemnification is against public
  policy as expressed in the Securities Act of 1933, as amended, and is therefore
  unenforceable.
  
  Item 8.  Exhibits
  
  <TABLE>
  <CAPTION>
  Exhibit No.      Exhibit
  -----------      -------
     <S>     <C>   <C>
     4.1     -     Specimen Common Stock Certificate, filed as Exhibit 4.1 to the Company's Registration Statement on Form
                   S-1 (No. 333-8307) dated as of October 1996 (the "1996 Form S-1") and incorporated by reference herein.
  
     4.2     -     Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the Company's Registration
                   Statement on Form S-1 (No. 33-85698) dated as of December 1994 (the "1994 Form S-1") and incorporated
                   by reference herein.
  
     4.3     -     Bylaws of the Company, filed as Exhibit 3.2 to the 1994 Form S-1 and incorporated by reference herein.
  </TABLE>
  
  
  
  
  
                                     II - 2
  <PAGE>   14
  <TABLE>
   <S>       <C>   <C>
     4.4     -     Amendment No. 1 to the Certificate of Incorporation of the Company, filed as Exhibit 3.3 to the 1994
                   Form S-1 and incorporated by reference herein.
  
     4.5     -     Amendment No. 1 to the Bylaws of the Company, filed as Exhibit 3.4 to the 1994 Form S-1 and
                   incorporated by reference herein.
  
     4.6     -     Kitty Hawk, Inc. Amended and Restated Employee Stock Purchase Plan, filed as Exhibit 10.30 to the 1996
                   Form S-1 and incorporated by referenced herein.
  
    *5.1     -     Opinion of Haynes and Boone, LLP with respect to validity of issuance of securities.
  
   *23.1     -     Consent of Ernst & Young LLP.
  
   *23.2     -     Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
  </TABLE>
  
  ----------------
  
           *  Filed herewith.
  
  Item 9.  Undertakings
  
           (a)     The undersigned registrant hereby undertakes:
  
                   (1)  to file, during any period in which offers or sales are
                   being made, a post-effective amendment to this registration
                   statement:
  
                            (i)  to include any prospectus required by Section
                            10(a)(3) of the Securities Act of 1933;
  
                            (ii)  to reflect in the prospectus any facts or
                            events arising after the effective date of the
                            registration statement (or the most recent
                            post-effective amendment thereof) which, individually
                            or in the aggregate, represent a fundamental change
                            in the information set forth in the registration
                            statement;
  
                            (iii)  to include any material information with
                            respect to the plan of distribution not previously
                            disclosed in the registration statement or any
                            material change to such information in the
                            registration statement;
  
           provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
  apply if the information required to be included in a post-effective amendment
  by those paragraphs is contained in periodic reports filed by the registrant
  pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
  that are incorporated by reference in this registration statement.
  
                   (2)  that, for the purpose of determining any liability under
                   the Securities Act of 1933, each such post-effective amendment
                   shall be deemed to be a new registration statement relating to
                   the securities offered therein, and the offering of such
                   securities at that time shall be deemed to be the initial bona
                   fide offering thereof; and
  
                   (3)  to remove from registration by means of a post-effective
                   amendment any of the securities being registered which remain
                   unsold at the termination of the offering.
  
           (b)  The undersigned registrant hereby undertakes that, for the
  purposes of determining any liability under the Securities Act of 1933, each
  filing of the registrant's annual report pursuant to Section 13(a) or Section
  15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
  filing of an employee benefit plan's annual report pursuant to Section 15(d) of
  the Securities Exchange
  
  
  
  
  
                                     II - 3
  <PAGE>   15
  Act of 1934) that is incorporated by reference in this registration statement
  shall be deemed to be a new registration statement relating to the securities
  offered herein, and the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof.
  
           (c)  Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer
  or controlling person of the registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer, or
  controlling person in connection with the securities being registered the
  registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Securities Act of 1933 and will be governed by the final
  adjudication of such issue.
  
  
  
  
  
                                     II - 4
  <PAGE>   16
                          SIGNATURES AND POWER OF ATTORNEY
  
  THE COMPANY:
  
  Pursuant to the requirements of the Securities Act of 1933, the Company
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on the 5th day of June,
  1997.
  
                                          
                                          KITTY HAWK, INC.
                                          
                                          
                                          By:  /s/ Richard R. Wadsworth          
                                             ------------------------------------
                                                   Richard R. Wadsworth
  
                                             Senior Vice President - Finance, 
                                             Chief Financial Officer, Secretary, 
                                                       and Director
  
  
  KITTY HAWK, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN:
  
  Pursuant to the requirements of the Securities Act of 1933, the administrator
  of the Kitty Hawk, Inc. Amended and Restated Employee Stock Purchase Plan has
  duly caused this registration statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Dallas, State of  Texas
  on the 5th day of June, 1997.
                                          
                                          KITTY HAWK, INC. AMENDED AND RESTATED 
                                          EMPLOYEE STOCK PURCHASE PLAN
                                          
                                          By:  KITTY HAWK, INC. AMENDED AND 
                                               RESTATED EMPLOYEE STOCK
                                               PURCHASE PLAN COMMITTEE
                                          
                                          
                                               By: /s/ Ted J. Coonfield         
                                                  -------------------------------
                                               Name: Ted J. Coonfield           
                                                    -----------------------------
                                               Title:   Director                 
                                                     ----------------------------
  
  
  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
  constitutes and appoints each of  Tilmon J. Reeves and Richard R. Wadsworth,
  his true and lawful attorneys-in-fact and agents, with full power of
  substitution and resubstitution, for him and in his name, place and stead, in
  any and all capacities, to sign, execute and file with the Securities and
  Exchange Commission and any state securities regulatory board or commission any
  documents relating to the proposed issuance and registration of the securities
  offered pursuant to this Registration Statement on Form S-8 under the
  Securities Act of 1933, including any amendment or amendments relating thereto
  (and any additional Registration Statement related hereto permitted by Rule
  462(b) promulgated under the Securities Act of 1933, including any amendment or
  amendments relating thereto), with all exhibits and any and all documents
  required to be filed with respect thereto with any regulatory authority,
  granting unto said attorneys-in-fact and agents, and each of them, full power
  and authority to do and perform each and every act and thing requisite and
  necessary to be done in and about the premises in order to effectuate the same
  as fully to all intents and purposes as he might or could do if personally
  present, hereby ratifying and confirming all that said attorneys-in-fact and
  agents, or either of them, or their or his substitute or substitutes, may
  lawfully do or cause to be done.
  
  
  
  
  
                                     II - 5
  <PAGE>   17
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities indicated
  on the 5th day of June, 1997.
  
  
  <TABLE>
  <CAPTION>
                   Name                                         Capacities
                   ----                                         ----------
  <S>                                                <C>
   /s/ M. Tom Christopher                            Chairman of the Board of Directors,
  -------------------------------------------        and Chief Executive Officer        
             M. Tom Christopher                                                 
                                               
   /s/ Tilmon J. Reeves                              President, Chief Operating Officer,
  -------------------------------------------        and Director                       
              Tilmon J. Reeves                                   
                                               
   /s/ Richard R. Wadsworth                          Senior Vice President - Finance,
  -------------------------------------------        Chief Financial Officer (Principal Financial  
            Richard R. Wadsworth                     and Accounting Officer), and Director         
                                                                                                   
                                               
   /s/ Ted J. Coonfield                              Director
  -------------------------------------------                
              Ted J. Coonfield                 
                                               
   /s/ James R. Craig                                Director
  -------------------------------------------                    
               James R. Craig                  
                                               
   /s/ Robert F. Grammer                             Director
  -------------------------------------------                
              Robert F. Grammer                
                                               
   /s/ Lewis S. White                                Director
  -------------------------------------------                    
               Lewis S. White                  
  </TABLE>                                     
  
  
  
  
  
                                      II - 6
  <PAGE>   18
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  Exhibit No.      Description
  -----------      -----------
   <S>       <C>   <C>
     4.1     -     Specimen Common Stock Certificate, filed as Exhibit 4.1 to the
                   Company's Registration Statement on Form S-1 (No. 333-8307)
                   dated as of October 1996 (the "1996 Form S-1") and incorporated
                   by reference herein.
  
     4.2     -     Certificate of Incorporation of the Company, filed as Exhibit
                   3.1  to the Company's Registration Statement on Form S-1 (No. 
                   33-85698) dated as of December 1994 (the "1994 Form S-1") and 
                   incorporated by reference herein.
  
     4.3     -     Bylaws of the Company, filed as Exhibit 3.2 to the 1994 Form 
                   S-1 and incorporated by reference herein.
  
     4.4     -     Amendment No. 1 to the Certificate of Incorporation of the 
                   Company, filed as Exhibit 3.3 to the 1994 Form S-1 and 
                   incorporated by reference herein.
  
     4.5     -     Amendment No. 1 to the Bylaws of the Company, filed as Exhibit 
                   3.4 to the 1994 Form S-1 and incorporated by reference herein.
  
     4.6     -     Kitty Hawk, Inc. Amended and Restated Employee Stock Purchase
                   Plan, filed as Exhibit 10.30 to the 1996 Form S-1 and 
                   incorporated by referenced herein.
  
    *5.1     -     Opinion of Haynes and Boone, LLP with respect to validity of 
                   issuance of securities.
  
   *23.1     -     Consent of Ernst & Young LLP.
  
   *23.2     -     Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
  </TABLE>
  
  -----------------
  
           *  Filed herewith.
  
  
  
  
  
                                     II - 7
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 50488}]
metadata_filer: {"company-data": {"conformed-name": "KITTY HAWK INC", "cik": "0000932110", "assigned-sic": "4522", "irs-number": "752564006", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28553", "film-number": "97619670"}, "business-address": {"street1": "1515 WEST 20TH ST", "street2": "SECOND FLOOR", "city": "DALLAS/FORT WORTH IN", "state": "TX", "zip": "75240", "phone": "9724562200"}, "mail-address": {"street1": "P O BOX 612787", "city": "DALLAS/FORT WORTH IN", "state": "TX", "zip": "75261"}}
text: 1
        As filed with the Securities and Exchange Commission on June 5, 1997
                                                            Registration No. 333-
  -------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                  KITTY HAWK, INC.
               ------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
               DELAWARE                                75-2564006
  -------------------------------          ------------------------------------
  (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)
  
                 1515 WEST 20TH STREET
                   P.O. BOX 612787
  DALLAS/FORT WORTH INTERNATIONAL AIRPORT, TEXAS          75261
  ----------------------------------------------        ----------
    (Address of Principal Executive Offices)            (Zip Code)
  
         KITTY HAWK, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
  
                      ---------------------------------------
                              (Full title of the Plan)
  
                                 M. TOM CHRISTOPHER
                              CHIEF EXECUTIVE OFFICER
                               1515 WEST 20TH STREET
                                  P.O. BOX 612787
                DALLAS/FORT WORTH INTERNATIONAL AIRPORT, TEXAS 75261
                ----------------------------------------------------
                      (Name and address of agent for service)
  
                                   (972) 456-2200
         -----------------------------------------------------------------
           (Telephone number, including area code, of agent for service)
  
                                  With a copy to:
                                  MICHAEL M. BOONE
                                   GREG R. SAMUEL
                               Haynes and Boone, LLP
                                  901 Main Street
                               3100 NationsBank Plaza
                              Dallas, Texas 75202-3789
                                   (214) 651-5000
  
                          CALCULATION OF REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------------
  Title of Securities             Amount         Maximum Offering         Proposed Maximum              Amount
  To Be Registered            To Be Registered    Price Per Share     Aggregate Offering Price   of Registration Fee
  ------------------------------------------------------------------------------------------------------------------
  Common Stock
  $.01 par value . . . .         100,000 shares(1)      $15.50 (2)           $1,550,000(2)             $469.70(2)
  ------------------------------------------------------------------------------------------------------------------
  (1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
       this Registration Statement covers an indeterminate amount of interests to
       offered or sold pursuant to the Kitty Hawk, Inc. Amended and Restated
       Employee Stock Purchase Plan.
  
  (2)  The offering price per share, the aggregate offering price and the
       registration fee have been calculated in accordance with paragraphs (c)
       and (h)(1) of Rule 457 promulgated under the Securities Act of 1933 based
       on the average of the high and low sale prices for the Company's Common
       Stock reported on the NASDAQ National Market on June 2, 1997 ($15.50 per
       share).
  
  ------------------------------------------------------------------------------
  2
  
                   THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
                   COVERING SECURITIES THAT HAVE BEEN REGISTERED
                          UNDER THE SECURITIES ACT OF 1933
  
                   NOTICE TO PARTICIPANTS IN THE KITTY HAWK, INC.
                 AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
  
           Accompanying this Notice is a summary of the Kitty Hawk, Inc. Amended
  and Restated Employee Stock Purchase Plan (the "Plan") which you are encouraged
  to read carefully.
  
           Kitty Hawk, Inc. (the "Company") has filed a Registration Statement on
  Form S-8 (the "Registration Statement") with the Securities and Exchange
  Commission (the "Commission") with respect to the shares issuable pursuant to
  the Plan.  The Registration Statement incorporates by reference the following
  documents:
  
           (a)     The Company's Annual Report on Form 10-K for the fiscal year
                   ended August 31, 1996;
  
           (b)     The Company's Quarterly Report on Form 10-Q for the quarter
                   ended November 30, 1996;
  
           (c)     The Company's Quarterly Report on Form 10-Q for the quarter
                   ended March 31, 1997;
  
           (d)     The Company's Form 8-K dated December 4, 1996;
  
           (e)     The Company's Transition Report on Form 10-K for the
                   transition period from September 1, 1996 to December 31, 1996;
  
           (f)     The Company's Amendment to its Transition Report on Form
                   10-K/A filed with the Commission on April 7, 1997; and
  
           (g)     The description of Common Stock set forth in "Item 1.
                   Description of Registrant's Securities to be Registered,"
                   included in the Company's Registration Statement on Form 8-A
                   as filed with the Commission on October 1, 1996.
  
           In addition, all documents subsequently filed by the Company pursuant
  to Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of
  1934, prior to the filing of a post-effective amendment which indicates that
  all securities offered by the Registration Statement have been sold, or which
  deregisters all securities then remaining unsold, are deemed to be incorporated
  by reference in the Registration Statement and to be a part of the Registration
  Statement from the date of the filing of such documents.  All documents
  incorporated by reference in the Registration Statement are also incorporated
  herein by reference.
  
           The Company shall provide without charge to each person, including any
  beneficial owner, to whom this document is delivered, upon written or oral
  request of such person: (1) a copy of any and all information that has been
  incorporated by reference in this document (excluding exhibits to the
  information that is incorporated by reference unless such exhibits are
  specifically incorporated by reference in the information that this document
  incorporates); (2) a copy of other documents required to be delivered to
  employees pursuant to Rule 428(b) of the Securities Act of 1933; and (3) a copy
  of all reports, proxy statements and other communications distributed by the
  Company to its stockholders generally, if the participant requesting such
  documents has not otherwise received them.  Requests should be directed to:
  3
  Kitty Hawk, Inc.
  1515 West 20th Street
  P.O. Box 612787
  Dallas/Fort Worth International Airport, Texas 75261
  Telephone: (214) 456-2200
  Attn:  Human Resources
  
                  ---------------------------------------------
  
                         This Notice is dated June 5, 1997.
  4
                   THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
                   COVERING SECURITIES THAT HAVE BEEN REGISTERED
                          UNDER THE SECURITIES ACT OF 1933
  
                                  KITTY HAWK, INC.
  
                               ----------------------
  
                                  KITTY HAWK, INC.
                 AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
  
                               ----------------------
  
                           100,000 SHARES OF COMMON STOCK
                             (PAR VALUE $.01 PER SHARE)
  
           This Prospectus covers an aggregate of 100,000 shares of Common Stock,
  par value $.01 per share (the "Common Stock"), of Kitty Hawk, Inc., a Delaware
  corporation, which may be purchased by employees pursuant to the Kitty Hawk,
  Inc. Amended and Restated Employee Stock Purchase Plan (the "Plan").  As used
  in this Prospectus, the term "Company" refers to Kitty Hawk, Inc. and its
  majority-owned subsidiaries, unless the context indicates otherwise.
  
           Each offer made pursuant to this Prospectus is made at the price and
  on the terms and conditions contained in the award agreement executed or to be
  executed by the recipient of an award.
  
           This Prospectus may not be used for reoffers or resales of Common
  Stock acquired by affiliates of the Company within the meaning of Rule 405
  promulgated under the Securities Act of 1933, as amended (the "1933 Act").
  Under existing laws and regulations, any such reoffers or resales by affiliates
  must be made either (i) pursuant to Rule 144 under the 1933 Act, or (iii) by
  means of a separate prospectus relating to a registration statement that has
  been declared effective under the 1933 Act.  See "Resales by Participants."
  
           The mailing address of the Company's principal executive offices is
  1515 West 20th Street, P.O. Box 612787, Dallas/Fort Worth International
  Airport, Texas 75261.  The Company's telephone number is (972) 456-2200.  If
  you desire additional information about the Plan and its administration, please
  call or write Human Resources, at the telephone number or address listed above.
  
                               ----------------------
  
               THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
                  BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
               STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND
                    EXCHANGE COMMISSION OR ANY STATE SECURITIES
                  COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
                     OF THIS PROSPECTUS.  ANY REPRESENTATION TO
                        THE CONTRARY IS A CRIMINAL OFFENSE.
  
                               ----------------------
  
                    The date of this Prospectus is June 5, 1997.
  5
           No person has been authorized to give any information or to make any
  representation in connection with the distribution of Common Stock to which
  this Prospectus relates other than those contained herein and, if given or
  made, such information or representation must not be relied upon as having been
  authorized by the Company.  This Prospectus does not constitute an offer or
  solicitation by anyone in any state in which such offer or solicitation is not
  authorized or in which the person making such offer or solicitation is not
  qualified to do so or to anyone to whom it is unlawful to make such offer or
  solicitation.
  
           The Company is subject to the informational requirements of the
  Securities Exchange Act of 1934 (the "1934 Act") and in accordance therewith
  files reports and other information with the Securities and Exchange Commission
  (the "Commission").  These reports, proxy and information statements and other
  information can be inspected and copied at the public reference facilities
  maintained by the Commission at its principal offices at Judiciary Plaza, 450
  Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional
  offices located at Northwest Atrium Center, 500 West Madison Street, Suite
  1400, Chicago, Illinois 60661 and Seven World Trade Center, 13th Floor, New
  York, New York 10048.  Copies of such material may be obtained upon the payment
  of prescribed rates from the Public Reference Section of the Commission at
  Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.  Such material
  may also be accessed electronically by means of the Commission's home page on
  the Internet at http://www.sec.gov.
  
           The Company has filed with the Commission a Registration Statement on
  Form S-8 (the "Registration Statement") under the 1933 Act for the registration
  of the securities being offered hereby.  This Prospectus does not contain all
  of the information set forth in the Registration Statement, certain parts of
  which are omitted in accordance with the rules and regulations of the
  Commission.
  
                                       - 2 -
  6
                            SUMMARY OF KITTY HAWK, INC.
                 AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
  
           The Company's Board of Directors adopted and approved the Plan on
  September 3, 1996.  The Plan may be terminated by the Board of Directors of the
  Company at any time.  The statements contained herein concerning the terms and
  provisions of the Plan are summaries and do not purport to be complete.  All
  such statements are qualified in their entirety by reference to the full text
  of the Plan filed as Exhibit 10.30 to the Company's Registration Statement on
  Form S-1 (NO. 333-08307) dated as of October 8, 1996.
  
  GENERAL
  
           The purpose of the Plan is to encourage employees of the Company to
  acquire an ownership interest in the Company through the purchase of shares of
  Common Stock of the Company on a tax-favored basis.  The Plan is intended to
  enhance shareholder value by aligning employee efforts with the financial
  success of the Company.  The Plan is also intended to enhance employee benefits
  and improve employee retention through the use of a convenient payroll-based
  savings vehicle that is tax favored.
  
           The aggregate number of shares of Common Stock which may be issued
  under the Plan is 100,000 shares, subject to proportionate adjustment in the
  event of stock splits and similar events.
  
           Nothing in the Plan confers upon any employee any right to continue in
  the employ of the Company or to interfere in any way with the right of the
  Company to terminate the employment of any person at any time.
  
  ADMINISTRATION
  
           The Plan will be interpreted and administered by the Compensation
  Committee (the "Committee") of the Board of Directors, which must be comprised
  solely of at least two outside directors of the Company.  Each member of the
  Committee must also be at the time of his appointment and while serving as a
  member thereof a "Non-Employee Director" as such term is defined in Rule 16b-3
  promulgated under the 1934 Act.  The members of the Committee are presently Ted
  J.  Coonfield and Lewis S. White.
  
           The Plan is required to file an Annual Report on Form 11-K with the
  Securities Exchange Commission within 90 days after the end of each calendar
  year.  The Company is required to deliver a copy of the Plan's Annual Report on
  Form 11-K to each Plan Participant who requests a copy.
  
  ELIGIBILITY
  
           All employees of the Company who have completed at least one year of
  service, work at least twenty (20) hours a week and are employed by the Company
  for at least five (5) months per calendar year are eligible to participate in
  the Plan.  Participation in the Plan is voluntary.  All eligible employees may
  enroll to participate in the Plan by completing a written payroll deduction
  authorization provided by the Committee.  Employees that elect to participate
  in the Plan are referred to as "Participants".  Notwithstanding any provision
  of the Plan to the contrary, no Employee shall be granted an option to purchase
  shares under this Plan:
  
                                       - 3 -
  7
           (a) if such employee, immediately after the option is granted, owns
           stock possessing five percent (5%) or more of the total combined
           voting power or value of all classes of stock of the Company or a
           Parent or a Subsidiary of the Company.  For purposes of determining
           share ownership, the rules of Section 424(d) of the Internal Revenue
           Code shall apply, and stock which the employee may purchase under
           outstanding options shall be treated as stock owned by the employee;
           or
  
           (b) which permits the stock which an employee may purchase under all
           employee stock purchase plans of the Company and its parent and
           subsidiary corporations to accrue at a rate which exceeds $25,000 of
           the fair market value of such stock, determined as of the applicable
           offering commencement date (described below),  each calendar year in
           which such option is outstanding at any time.  The term "accrue" shall
           be interpreted in accordance with Section 423 (b) (8) of the Internal
           Revenue Code.
  
  AMENDMENT OF THE PLAN
  
           The Plan provides that the Company's Board of Directors may, from time
  to time, amend the Plan without the consent of the Company's stockholders.  The
  Committee may at any time alter or amend any or all Award agreements under the
  Plan to comply with any laws that govern such agreements.
  
  STOCK PURCHASES
  
           The Plan provides for a Participant to be able to purchase Common
  Stock at a discount from the market price of the Common Stock.  The stock
  available to be purchased under the Plan is offered in semi-annual offerings as
  determined by the Committee until all the stock set aside under the Plan has
  been issued.  The purchase price for a share of stock in an offering is the
  lesser of (i) 85% of the fair market value of the Company's Common Stock on the
  "exercise date" or (ii) 85% of the fair market value of the Company's Common
  Stock on the immediately preceding "offering commencement date".  An exercise
  date will occur on or about each December 31st and June 30th during the term of
  the Plan.  The first offering commencement date will be July 1, 1997,  and
  subsequent offering commencement dates will occur on or about the day that
  immediately follows an exercise date.  The fair market value of a share is the
  closing price per share as reported on the national securities exchange on
  which the Company's stock is listed on the exercise date or previous offering
  commencement date, whichever is applicable, or the nearest prior business day
  on which trading occurs.
  
           Participants accumulate funds to purchase the stock through their
  payroll deductions.  The Company credits a Participant's Plan Account with the
  funds withheld each payroll period.  On each exercise date, the Participant's
  Plan Account is used to purchase the maximum number of shares as the money that
  has accumulated in the Participant's Plan Account will allow.  However, a
  Participant has the option to  purchase a maximum of 2,000 shares during each
  offering.  If on any exercise date the amount of cash credited to the
  Participant's Account Plan is insufficient to purchase all of his allocable
  shares, the Participant's right to purchase such shares will immediately
  terminate and any cash remaining in the Participant's Plan Account will be
  distributed to the Participant without interest.  The Committee may declare a
  minimum authorized payroll deduction in order to limit administrative expenses
  associated with the Plan.
  
                                       - 4 -
  8
           Until a Participant elects to terminate payroll deductions, the
  Participant's  option to purchase shares will be automatically exercised on
  behalf of the Participant on each offering.
  
           If you wish to participate in the Plan, you must complete a payroll
  deduction form authorizing a payroll deduction (the "Authorization Form").  By
  completing the Authorization Form and forwarding it to Human Resources, you
  authorize regular deductions, post-tax, from your pay, starting on the first
  exercise date.
  
           The Company may use all of the funds it receives or holds under the
  Plan for general corporate purposes.  Therefore, the Company's creditors may
  under certain circumstances be able to make claims against those funds.
  Although the Company does not expect any difficulties in returning your funds
  if you withdraw from the Plan, the Company can give you no assurance that it
  will be able to return the amount accumulated in your Participant Plan Account
  if you do withdraw from the Plan.
  
  WITHDRAWAL, DEATH OR TERMINATION
  
           For any reason, a Participant may terminate payroll deductions at any
  time by fifteen (15) days prior written notice to the Committee.
  
           In the event of death of a Participant prior to the termination date
  of the Plan, the beneficiary or beneficiaries designated by the Participant
  under the Plan may give notice to the Committee, within ninety days after the
  death of the Participant, of the beneficiary's or beneficiaries' election to
  purchase the number of full shares which the accumulated payroll deductions in
  the account of such deceased Participant will purchase at the option price
  specified in the Plan (which may not be less than 85% of the fair market value
  of the shares on the previous offering commencement date, if such purchase
  occurs before the exercise date), and upon such notice the deceased
  Participant's accumulated payroll deductions shall be used to purchase such
  shares within three months after the date of the Participants' death.  The
  balance in the Participant's individual account after the purchase of such
  shares shall be distributed in cash without interest.  If no such notice is
  received by the Committee within such ninety days, the Participant's
  accumulated payroll deductions held in the individual account will be
  distributed to such beneficiary or beneficiaries in cash without interest.
  
           Upon termination of the Participant's employment with the Company for
  any reason other than the death of the Participant during an offering period,
  the accumulated payroll deductions credited to the Participant's account will
  be returned to the Participant without interest.
  
           Subject to compliance with Section 16 of the 1934 Act, if a
  Participant makes a request to withdraw accumulated payroll deductions under
  the Plan, the Participant will not be eligible to participate in the Plan
  earlier than the next subsequent offering commencement date following the date
  of such withdrawal request, based on procedures established by the Committee.
  
                                       - 5 -
  9
  CERTAIN FEDERAL INCOME TAX ASPECTS
  
           The following statements are based on current federal income tax laws
  and regulations and are subject to change if the tax laws and regulations or
  interpretation thereof change.
  
           In general, no federal income tax will be recognized by a Participant
  and no deduction will be allowed to the Company at the time the stock is
  offered to the Participant or the date the stock is purchased on behalf of the
  Participant under the Plan.  When the stock purchased under the Plan is sold,
  provided the Participant holds the stock for more than two years from the date
  of the offering and more than one year from the date of purchase, the
  Participant will recognize long term capital gain or loss equal to the
  difference between the proceeds of sale and the purchase price for the stock.
  If these holding period requirements under the Code are not satisfied, the sale
  of stock is treated as a "Disqualifying Disposition," and the Participant must
  notify the Company in writing of the date and terms of the Disqualifying
  Disposition.  If the purchase price of the stock is less than 100% of the fair
  market value of the stock at the date of the Disqualifying Disposition, the
  Participant will also recognize ordinary income on the date the stock is sold
  in an amount equal to the difference between the fair market value of the stock
  at the date of the Disqualifying Disposition and the purchase price.
  
           Any capital gain or loss recognized by the Participant will be long
  term or short term depending upon the holding period for the stock sold.  The
  Company may claim a deduction at the time of the Disqualifying Disposition
  equal to the amount of the ordinary income the Participant realizes.
  
  RESALES BY PARTICIPANTS
  
           Common Stock awarded under the Plan may be resold only in compliance
  with the requirements of the 1933 Act and applicable state securities laws.
  
           Persons not deemed to be "affiliates" of the Company as defined in
  Rule 405 promulgated pursuant to the 1933 Act may resell shares of Common Stock
  awarded pursuant to the Plan from time to time without limitation as to either
  the quantity of Common Stock sold or the period during which such Common Stock
  was held, provided a registration statement under the 1933 Act covering the
  issuance of such Common Stock is in effect.
  
           Persons who are "affiliates" of the Company as defined in Rule 405
  promulgated pursuant to the 1933 Act may resell shares acquired pursuant to the
  Plan only (i) in accordance with the provisions of Rule 144 of the 1933 Act
  (except that such affiliate is not required to meet the one-year holding period
  requirement of Rule 144 if such Common Stock is acquired while a registration
  statement covering the issuance of such shares is in effect) or some other
  exemption from registration under the 1933 Act, or (ii) pursuant to an
  effective registration statement.  This Prospectus and the Registration
  Statement may not be used in connection with any reoffers or resales by
  "affiliates" of the Company.
  
           An "affiliate" of the Company, as defined in Rule 405 promulgated
  pursuant to the 1933 Act, is a person that, directly or indirectly, through one
  or more intermediaries, controls, or is controlled by, or is under common
  control with, the Company.  The determination of whether a person is an
  affiliate of the Company is primarily a factual one based upon whether he or
  she possesses, directly or indirectly, individually or in concert with others,
  the power to direct or cause the direction of the management or policies of the
  Company, whether
  
                                       - 6 -
  10
  through the ownership of voting stock, by executive position, by membership on
  the Company's Board of Directors, by contract or otherwise.  Therefore, each
  participant should consult legal counsel concerning whether he or she is an
  affiliate of the Company and therefore is subject to restrictions under the
  1933 Act on resales of Common Stock acquired pursuant to the Plan.
  
           In order to ensure compliance with applicable securities laws, certain
  participants may be requested (i) to agree not to dispose of any shares of
  Common Stock awarded under the Plan except under certain circumstances and (ii)
  to consent to the giving of stop-transfer instructions to the Company's
  transfer agent with respect to such certificates and to the placing of
  restrictive legends on each certificate received.
  
           Section 16 of the 1934 Act provides, among other things, that any
  person who is a beneficial owner of more than 10% of an equity security of a
  company registered under the 1934 Act (as determined by reference to the rules
  promulgated under Section 16 of the 1934 Act), is liable to the company for any
  profit realized from any purchase and sale (or any sale and purchase) of any
  equity security of such company within a period of less than six months,
  irrespective of the intention on the part of such person in entering into the
  transaction.  In order to comply with the regulations under Section 16 of the
  1934 Act, any participant who is a 10 percent or greater stockholder of the
  Company and is not an officer or director of the Company may not transfer
  Common Stock awarded under the Plan until six months have expired from the date
  the Common Stock is received by such participant.  Prior to the acquisition or
  disposition of any shares of Common Stock (including shares acquired through
  participation in the Plan), persons affected should consult with legal counsel.
  Common Stock awarded to officers and directors pursuant to the terms of the
  Plan is exempt from the provisions of Section 16 of the 1934 Act,
  notwithstanding the amount of Common Stock such person already owns.
  
  ERISA
  
           The Company believes that the Plan is not subject to any of the
  provisions of the Employee Retirement Income Security Act of 1974.
  
  MISCELLANEOUS
  
           Except as specifically provided in the Plan, neither payroll
  deductions credited to a Participant's withdrawal account nor any rights with
  regard to the exercise of the option to receive shares under the Plan may be
  assigned, transferred, pledged or otherwise encumbered or disposed of in any
  way by the Participant, and any attempt to do so shall be null and void.
  
           Upon the dissolution or liquidation of the Company, or upon a
  reorganization, merger, or consolidation of the Company with one or more
  corporations as a result of which the Company is not the surviving corporation,
  or upon a sale of substantially all of the property or stock of the Company to
  another corporation, the holder of each option to purchase shares then
  outstanding under the Plan will thereafter be entitled to receive at the next
  exercise date upon the exercise of such option for each share as to which such
  option shall be exercised, as nearly as reasonably may be determined, the cash,
  securities, and/or property which a holder of one share was entitled to receive
  upon and at the time of such transaction.  Alternatively, the Committee may
  designate that the dissolution or liquidation of the company shall cause each
  outstanding option to terminate, provided in such event that 
  
                                                                                 
                                                                                 
                                                                                 
  
                                       - 7 -
  11
  immediately prior to such dissolution or liquidation, each Participant shall be
  repaid the payroll deductions credited to the Participant's account without    
  interest.                                                                      
  
                                       -8-
  12
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           Kitty Hawk, Inc. (the "Company") hereby incorporates by reference the
  following documents filed with the Securities and Exchange Commission (the
  "Commission"):
  
           (a)     The Company's Annual Report on Form 10-K for the fiscal year
                   ended August 31, 1996;
  
           (b)     The Company's Quarterly Report on Form 10-Q for the quarter
                   ended November 30, 1996;
  
           (c)     The Company's Quarterly Report on Form 10-Q for the quarter
                   ended March 31, 1997;
  
           (d)     The Company's Form 8-K dated December 4, 1996;
  
           (e)     The Company's Transition Report on Form 10-K for the
                   transition period from September 1, 1996 to December 31, 1996;
  
           (f)     The Company's Amendment to its Transition Report on Form
                   10-K/A filed with the Commission on April 7, 1997; and
  
           (g)     The description of Common Stock set forth in "Item 1.
                   Description of Registrant's Securities to be Registered,"
                   included in the Company's Registration Statement on Form 8-A
                   as filed with the Commission on October 1, 1996.
  
           All documents subsequently filed by the Company pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
  prior to the filing of a post-effective amendment which indicates that all
  securities offered hereunder have been sold or which deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be a part hereof from the date such documents are filed.
  
  Item 5.  Interests of Named Experts and Counsel.
  
                                   Legal Matters
  
           The validity of the shares of Common Stock being sold in this offering
  will be passed upon for the Company by Haynes and Boone, LLP of Dallas, Texas,
  special counsel to the Company.
  
                                      Experts
  
           The consolidated financial statements of Kitty Hawk, Inc. appearing in
  Kitty Hawk, Inc.'s Annual Report on Form 10-K for the fiscal year ended August
  31, 1996 and Transition Reports on Form 10-K and 10-K/A for the transition 
  period from September 1, 1996 to December 31, 1996 have been audited by Ernst &
  Young LLP, independent auditors, as set forth in their reports thereon included
  therein and incorporated herein by reference.  Such financial statements are,
  and audited financial statements to be included in subsequently filed documents
  will be, incorporated herein in reliance upon the reports of Ernst & Young LLP
  pertaining to such financial statements (to the extent covered by consents filed
  with the Securities and Exchange Commission) given upon the authority of such
  firm as experts in accounting and auditing.
  
                                     II - 1
  13
  Item 6.  Indemnification of Directors and Officers
  
           The Company's Certificate of Incorporation provides that no director
  of the Company will be personally liable to the Company or any of its
  stockholders for monetary damages arising from the director's breach of
  fiduciary duty as a director. However, this does not apply with respect to any
  action in which the director would be liable under Section 174 of the General
  Corporation Law of the State of Delaware ("Delaware Code") nor does it apply
  with respect to any liability in which the director (i) breached his duty of
  loyalty to the Company or its stockholders; (ii) did not act in good faith or,
  in failing to act, did not act in good faith; (iii) acted in a manner involving
  intentional misconduct or a knowing violation of law or, in failing to act,
  shall have acted in a manner involving intentional misconduct or a knowing
  violation of law; or (iv) derived an improper personal benefit.
  
           The Certificate of Incorporation of the Company provides that the
  Company shall indemnify its directors and officers and former directors and
  officers to the fullest extent permitted by the Delaware Code. Pursuant to the
  provisions of Section 145 of the Delaware Code, the Company has the power to
  indemnify any person who was or is a party or is threatened to be made a party
  to any threatened, pending, or completed action, suit, or proceeding (other
  than an action by or in the right of the Company) by reason of the fact that he
  is or was a director, officer, employee, or agent of the Company, against any
  and all expenses, judgments, fines, and amounts paid in settlement actually and
  reasonably incurred in connection with such action, suit, or proceeding. The
  power to indemnify applies only if such person acted in good faith and in a
  manner he reasonably believed to be in the best interest, or not opposed to the
  best interest, of the Company and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful.
  
           The power to indemnify applies to actions brought by or in the right
  of the Company as well, but only to the extent of defense and settlement
  expenses and not to any satisfaction of a judgment or settlement of the claim
  itself, and with the further limitation that in such actions no indemnification
  shall be made in the event of any adjudication of negligence or misconduct
  unless the court, in its discretion, believes that in light of all the
  circumstances indemnification should apply.
  
           The statute further specifically provides that the indemnification
  authorized thereby shall not be deemed exclusive of any other rights to which
  any such officer or director may be entitled under any bylaws, agreements, vote
  of stockholders or disinterested directors, or otherwise.
  
           Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers, or persons controlling
  the Company pursuant to the foregoing provisions, the Company has been advised
  that in the opinion of the Commission such indemnification is against public
  policy as expressed in the Securities Act of 1933, as amended, and is therefore
  unenforceable.
  
  Item 8.  Exhibits
  Exhibit No.      Exhibit
  -----------      -------
  4.1     -     Specimen Common Stock Certificate, filed as Exhibit 4.1 to the Company's Registration Statement on Form
                   S-1 (No. 333-8307) dated as of October 1996 (the "1996 Form S-1") and incorporated by reference herein.
  
     4.2     -     Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the Company's Registration
                   Statement on Form S-1 (No. 33-85698) dated as of December 1994 (the "1994 Form S-1") and incorporated
                   by reference herein.
  
     4.3     -     Bylaws of the Company, filed as Exhibit 3.2 to the 1994 Form S-1 and incorporated by reference herein.
  II - 2
  14
  4.4     -     Amendment No. 1 to the Certificate of Incorporation of the Company, filed as Exhibit 3.3 to the 1994
                   Form S-1 and incorporated by reference herein.
  
     4.5     -     Amendment No. 1 to the Bylaws of the Company, filed as Exhibit 3.4 to the 1994 Form S-1 and
                   incorporated by reference herein.
  
     4.6     -     Kitty Hawk, Inc. Amended and Restated Employee Stock Purchase Plan, filed as Exhibit 10.30 to the 1996
                   Form S-1 and incorporated by referenced herein.
  
    *5.1     -     Opinion of Haynes and Boone, LLP with respect to validity of issuance of securities.
  
   *23.1     -     Consent of Ernst & Young LLP.
  
   *23.2     -     Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
  ----------------
  
           *  Filed herewith.
  
  Item 9.  Undertakings
  
           (a)     The undersigned registrant hereby undertakes:
  
                   (1)  to file, during any period in which offers or sales are
                   being made, a post-effective amendment to this registration
                   statement:
  
                            (i)  to include any prospectus required by Section
                            10(a)(3) of the Securities Act of 1933;
  
                            (ii)  to reflect in the prospectus any facts or
                            events arising after the effective date of the
                            registration statement (or the most recent
                            post-effective amendment thereof) which, individually
                            or in the aggregate, represent a fundamental change
                            in the information set forth in the registration
                            statement;
  
                            (iii)  to include any material information with
                            respect to the plan of distribution not previously
                            disclosed in the registration statement or any
                            material change to such information in the
                            registration statement;
  
           provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
  apply if the information required to be included in a post-effective amendment
  by those paragraphs is contained in periodic reports filed by the registrant
  pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
  that are incorporated by reference in this registration statement.
  
                   (2)  that, for the purpose of determining any liability under
                   the Securities Act of 1933, each such post-effective amendment
                   shall be deemed to be a new registration statement relating to
                   the securities offered therein, and the offering of such
                   securities at that time shall be deemed to be the initial bona
                   fide offering thereof; and
  
                   (3)  to remove from registration by means of a post-effective
                   amendment any of the securities being registered which remain
                   unsold at the termination of the offering.
  
           (b)  The undersigned registrant hereby undertakes that, for the
  purposes of determining any liability under the Securities Act of 1933, each
  filing of the registrant's annual report pursuant to Section 13(a) or Section
  15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
  filing of an employee benefit plan's annual report pursuant to Section 15(d) of
  the Securities Exchange
  
                                     II - 3
  15
  Act of 1934) that is incorporated by reference in this registration statement
  shall be deemed to be a new registration statement relating to the securities
  offered herein, and the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof.
  
           (c)  Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer
  or controlling person of the registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer, or
  controlling person in connection with the securities being registered the
  registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Securities Act of 1933 and will be governed by the final
  adjudication of such issue.
  
                                     II - 4
  16
                          SIGNATURES AND POWER OF ATTORNEY
  
  THE COMPANY:
  
  Pursuant to the requirements of the Securities Act of 1933, the Company
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on the 5th day of June,
  1997.
  
                                          
                                          KITTY HAWK, INC.
                                          
                                          
                                          By:  /s/ Richard R. Wadsworth          
                                             ------------------------------------
                                                   Richard R. Wadsworth
  
                                             Senior Vice President - Finance, 
                                             Chief Financial Officer, Secretary, 
                                                       and Director
  
  KITTY HAWK, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN:
  
  Pursuant to the requirements of the Securities Act of 1933, the administrator
  of the Kitty Hawk, Inc. Amended and Restated Employee Stock Purchase Plan has
  duly caused this registration statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Dallas, State of  Texas
  on the 5th day of June, 1997.
                                          
                                          KITTY HAWK, INC. AMENDED AND RESTATED 
                                          EMPLOYEE STOCK PURCHASE PLAN
                                          
                                          By:  KITTY HAWK, INC. AMENDED AND 
                                               RESTATED EMPLOYEE STOCK
                                               PURCHASE PLAN COMMITTEE
                                          
                                          
                                               By: /s/ Ted J. Coonfield         
                                                  -------------------------------
                                               Name: Ted J. Coonfield           
                                                    -----------------------------
                                               Title:   Director                 
                                                     ----------------------------
  
  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
  constitutes and appoints each of  Tilmon J. Reeves and Richard R. Wadsworth,
  his true and lawful attorneys-in-fact and agents, with full power of
  substitution and resubstitution, for him and in his name, place and stead, in
  any and all capacities, to sign, execute and file with the Securities and
  Exchange Commission and any state securities regulatory board or commission any
  documents relating to the proposed issuance and registration of the securities
  offered pursuant to this Registration Statement on Form S-8 under the
  Securities Act of 1933, including any amendment or amendments relating thereto
  (and any additional Registration Statement related hereto permitted by Rule
  462(b) promulgated under the Securities Act of 1933, including any amendment or
  amendments relating thereto), with all exhibits and any and all documents
  required to be filed with respect thereto with any regulatory authority,
  granting unto said attorneys-in-fact and agents, and each of them, full power
  and authority to do and perform each and every act and thing requisite and
  necessary to be done in and about the premises in order to effectuate the same
  as fully to all intents and purposes as he might or could do if personally
  present, hereby ratifying and confirming all that said attorneys-in-fact and
  agents, or either of them, or their or his substitute or substitutes, may
  lawfully do or cause to be done.
  
                                     II - 5
  17
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities indicated
  on the 5th day of June, 1997.
  Name                                         Capacities
                   ----                                         ----------
  /s/ M. Tom Christopher                            Chairman of the Board of Directors,
  -------------------------------------------        and Chief Executive Officer        
             M. Tom Christopher                                                 
                                               
   /s/ Tilmon J. Reeves                              President, Chief Operating Officer,
  -------------------------------------------        and Director                       
              Tilmon J. Reeves                                   
                                               
   /s/ Richard R. Wadsworth                          Senior Vice President - Finance,
  -------------------------------------------        Chief Financial Officer (Principal Financial  
            Richard R. Wadsworth                     and Accounting Officer), and Director         
                                                                                                   
                                               
   /s/ Ted J. Coonfield                              Director
  -------------------------------------------                
              Ted J. Coonfield                 
                                               
   /s/ James R. Craig                                Director
  -------------------------------------------                    
               James R. Craig                  
                                               
   /s/ Robert F. Grammer                             Director
  -------------------------------------------                
              Robert F. Grammer                
                                               
   /s/ Lewis S. White                                Director
  -------------------------------------------                    
               Lewis S. White
  II - 6
  18
                                   EXHIBIT INDEX
  Exhibit No.      Description
  -----------      -----------
  4.1     -     Specimen Common Stock Certificate, filed as Exhibit 4.1 to the
                   Company's Registration Statement on Form S-1 (No. 333-8307)
                   dated as of October 1996 (the "1996 Form S-1") and incorporated
                   by reference herein.
  
     4.2     -     Certificate of Incorporation of the Company, filed as Exhibit
                   3.1  to the Company's Registration Statement on Form S-1 (No. 
                   33-85698) dated as of December 1994 (the "1994 Form S-1") and 
                   incorporated by reference herein.
  
     4.3     -     Bylaws of the Company, filed as Exhibit 3.2 to the 1994 Form 
                   S-1 and incorporated by reference herein.
  
     4.4     -     Amendment No. 1 to the Certificate of Incorporation of the 
                   Company, filed as Exhibit 3.3 to the 1994 Form S-1 and 
                   incorporated by reference herein.
  
     4.5     -     Amendment No. 1 to the Bylaws of the Company, filed as Exhibit 
                   3.4 to the 1994 Form S-1 and incorporated by reference herein.
  
     4.6     -     Kitty Hawk, Inc. Amended and Restated Employee Stock Purchase
                   Plan, filed as Exhibit 10.30 to the 1996 Form S-1 and 
                   incorporated by referenced herein.
  
    *5.1     -     Opinion of Haynes and Boone, LLP with respect to validity of 
                   issuance of securities.
  
   *23.1     -     Consent of Ernst & Young LLP.
  
   *23.2     -     Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
  -----------------
  
           *  Filed herewith.
  
                                     II - 7