content: <PAGE>   1
  
  
      As filed with the Securities and Exchange Commission on March 19, 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)
  
  <TABLE>
  <S>                                                                                  <C>
               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)
  </TABLE>
  
  
          KITTY HAWK, INC. AMENDED AND RESTATED OMNIBUS SECURITIES 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 . . . .        300,000 shares        $11.9375 (1)        $3,581,250 (1)            $1,085.23 (1)
  -------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1) 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 March 14, 1997 ($11.9375 per
      share).
  
  ================================================================================
  <PAGE>   2
                                      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 Form 8-K dated December 4, 1996; and
  
           (d)     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 have been audited by Ernst & Young LLP, independent auditors, as set
  forth in their report 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.
  
  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
  <PAGE>   3
  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.
  
     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 Omnibus Securities Plan,
                   filed as Exhibit 10.28 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.
  
  
  
  
  
                                        II-2
  <PAGE>   4
   *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 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
  
  
  
  
  
                                        II-3
  <PAGE>   5
  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>   6
                                     SIGNATURES
  
           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 19th day of
  March, 1997.
  
  
                         KITTY HAWK, INC.                                
                                                                         
                                                                         
                         By: /s/ Richard R. Wadsworth                    
                             ------------------------------------------------
                                       Richard R. Wadsworth              
                             Senior Vice President - Finance, Chief Financial    
                                  Officer, Secretary, and Director       
  
  
           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 19th day of March, 1997.
  
  
                   Name                                Capacities
                   ----                                ----------
                                           
  /s/ M. TOM CHRISTOPHER                    
  -----------------------------------
            M. Tom Christopher              Chairman of the Board of Directors,
                                            and Chief Executive Officer        
  /s/ TILMON J. REEVES                      
  -----------------------------------      
            Tilmon J. Reeves                President, Chief Operating Officer,
                                            and Director                       
  /s/ RICHARD R. WADSWORTH                  
  -----------------------------------       
            Richard R. Wadsworth            Senior Vice President - Finance,     
                                            Chief Financial Officer (Principal 
                                            Financial and Accounting Officer), 
                                            and Director
  /s/ TED J. COONFIELD                      
  -----------------------------------
            Ted J. Coonfield                Director
                                           
  /s/ JAMES R. CRAIG                        
  -----------------------------------
            James R. Craig                  Director
                                           
  /s/ ROBERT F. GRAMMER                     
  -----------------------------------
            Robert F. Grammer               Director
                                           
  /s/ LEWIS S. WHITE                        
  -----------------------------------
            Lewis S. White                  Director
  
  
  
  
  
                                        II-5
  <PAGE>   7
                                   EXHIBIT INDEX
  
                                                                        
  Exhibit No.      Description                                          Sequential
                                                                         Page No.
  
     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 Omnibus 
                   Securities Plan, filed as Exhibit 10.28 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-6
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20589}]
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text: 1
  
      As filed with the Securities and Exchange Commission on March 19, 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 OMNIBUS SECURITIES 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 . . . .        300,000 shares        $11.9375 (1)        $3,581,250 (1)            $1,085.23 (1)
  -------------------------------------------------------------------------------------------------------------------------
  (1) 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 March 14, 1997 ($11.9375 per
      share).
  
  ================================================================================
  2
                                      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 Form 8-K dated December 4, 1996; and
  
           (d)     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 have been audited by Ernst & Young LLP, independent auditors, as set
  forth in their report 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.
  
  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
  3
  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.
  
     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 Omnibus Securities Plan,
                   filed as Exhibit 10.28 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.
  
                                        II-2
  4
   *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 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
  
                                        II-3
  5
  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
  6
                                     SIGNATURES
  
           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 19th day of
  March, 1997.
  
                         KITTY HAWK, INC.                                
                                                                         
                                                                         
                         By: /s/ Richard R. Wadsworth                    
                             ------------------------------------------------
                                       Richard R. Wadsworth              
                             Senior Vice President - Finance, Chief Financial    
                                  Officer, Secretary, and Director       
  
           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 19th day of March, 1997.
  
                   Name                                Capacities
                   ----                                ----------
                                           
  /s/ M. TOM CHRISTOPHER                    
  -----------------------------------
            M. Tom Christopher              Chairman of the Board of Directors,
                                            and Chief Executive Officer        
  /s/ TILMON J. REEVES                      
  -----------------------------------      
            Tilmon J. Reeves                President, Chief Operating Officer,
                                            and Director                       
  /s/ RICHARD R. WADSWORTH                  
  -----------------------------------       
            Richard R. Wadsworth            Senior Vice President - Finance,     
                                            Chief Financial Officer (Principal 
                                            Financial and Accounting Officer), 
                                            and Director
  /s/ TED J. COONFIELD                      
  -----------------------------------
            Ted J. Coonfield                Director
                                           
  /s/ JAMES R. CRAIG                        
  -----------------------------------
            James R. Craig                  Director
                                           
  /s/ ROBERT F. GRAMMER                     
  -----------------------------------
            Robert F. Grammer               Director
                                           
  /s/ LEWIS S. WHITE                        
  -----------------------------------
            Lewis S. White                  Director
  
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  7
                                   EXHIBIT INDEX
  
                                                                        
  Exhibit No.      Description                                          Sequential
                                                                         Page No.
  
     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 Omnibus 
                   Securities Plan, filed as Exhibit 10.28 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.
  
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