Mail Stop 3561
								November 1, 2005

Robert H. Cooper
Executive Vice President and Chief Financial Officer
8909 Purdue Road
Suite 300
Indianapolis, IN  46268

Re:	Republic Airways Holdings, Inc.
	Item 4.02 Form 8-K
      Filed October 14, 2005
	File No. 0-49697

Dear Cooper:

      We have reviewed your filing and have the following comment.
Where indicated, we think you should revise your document in
response
to this comment.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Item 4.02(a) Non-Reliance on Previously Issued Financial
Statements

1. We note that the Audit Committee reached its conclusion
regarding
restating the financial statements after discussion with Deloitte
&
Touch LLP.  As this issue was raised by the independent auditors,
Item 4.02(c) of Form 8-K requires you to provide your independent
accountant with a copy of the disclosure you are making in
response
to Item 4.02(b) and request that it furnish you with a letter
stating
whether it aggress with the statements you have made in response
to
Item 4.02(b).  If your independent accountant does not agree with
your disclosure, it should explain why not.  Amend your Form 8-K
to
file this letter as an exhibit no later than two business days
after
you receive it.





	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	If you have any questions, please call Theresa Messinese at
(202) 551-3307.

							Sincerely,



							Michael Fay
							Branch Chief






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Mr. Robert H. Cooper
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