1
                                           Filed pursuant to Rule 424(b)(3)
                                                   and Rule 424(c)
                                       Registration Statement Nos. 333-43645 and
                                               333-43645-01 through -08



                                KITTY HAWK, INC.

           PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 16, 1998

This Prospectus Supplement updates and supersedes where indicated certain
information set forth in the Prospectus (the "Prospectus") of Kitty Hawk, Inc.
("Kitty Hawk") dated February 16, 1998 related to the Offer to Exchange 9.95%
Senior Secured Notes due 2004 for all outstanding 9.95% Senior Secured Notes due
2004.

1. The fifth full paragraph of page 2 of the Prospectus is hereby replaced in
its entirety by the following paragraph:

                  The Company does not intend to list the New Notes on any
         national securities exchange or to seek the admission thereof to
         trading in the National Association of Securities Dealers Automated
         Quotation System. The Placement Agents have advised the Company that
         they intend to make a market in the New Notes; however, they are not
         obligated to do so and any market-making may be discontinued at any
         time without notice. Accordingly, no assurance can be given that an
         active public or other market will develop for the New Notes or as to
         the liquidity of or the trading market for the New Notes.

2. The first full paragraph of page 23 of the Prospectus is hereby replaced in
its entirety by the following paragraph:

         The Old Notes are designated for trading in the Private Offerings,
         Resales and Trading through Automatic Linkages (PORTAL) market. There
         is no established trading market for the New Notes and the Company does
         not currently intend to list the New Notes on any securities exchange
         or to seek approval for quotation through any automated quotation
         system. Accordingly, there can be no assurance regarding the future
         development of any market for the Notes, the liquidity of any market
         that may develop for the Notes or the ability of holders of the Notes
         to sell their Notes or the price at which such holders may be able to
         sell their Notes. If such a market were to develop, no assurance can be
         given as to the trading prices of the Notes, which may be higher or
         lower than the initial offering price of the Old Notes depending on
         many factors, including, among other things, prevailing interest rates,
         the Company's operating results and prospects and the market for
         similar securities. The liquidity of, and trading market for, the Notes
         may be adversely affected by general declines in the market for similar
         securities. Such a decline may adversely affect liquidity and trading
         markets independent of the financial performance of, and prospects for,
         the Company.

This Prospectus Supplement must be read in conjunction with the Prospectus, and
this Prospectus Supplement is qualified by reference to the Prospectus, except
to the extent the information contained herein supersedes the information
contained in the Prospectus. Capitalized terms used in this Prospectus
Supplement and not otherwise defined herein have the meanings specified in the
Prospectus.