x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

DELAWARE	06-1449146
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

	Outstanding on
Class	October 20, 2004
Common Stock	25,508,756

Table of Contents

Part I --- Financial Information		3
Item 1.	Financial Statements:
	Condensed Consolidated Balance Sheets as of September 30, 2004 and December 31, 2003	3
	Condensed Consolidated Statements of Income for the Three Months and Nine Months Ended September 30, 2004 and 2003	4
	Condensed Consolidated Statements of Cash Flows for the Nine                                                                                                                           & nbsp;                 Months Ended September 30, 2004 and 2003	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	17
Part II --- Other Information		18
Item 6.	Exhibits and Reports on Form 8-K	18
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 10.4
Exhibit 10.5
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

	2

Table of Contents

PART I. FINANCIAL INFORMATION
Item 1: Financial Statements
REPUBLIC AIRWAYS HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
		September 30,			December 31,
		2004			2003
		(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	49,715		$	21,535
Receivables—Net of allowance for doubtful accounts of $3,716 and $819, respectively			4,828			10,574
Inventories			15,311			10,937
Aircraft and other equipment held for sale			319			700
Prepaid expenses and other current assets			5,011			3,180
Restricted cash			4,734			1,205
Deferred income taxes			6,711			10,633
Total current assets			86,629			58,764
AIRCRAFT AND OTHER EQUIPMENT—Net			727,030			547,717
OTHER ASSETS			97,739			42,105
GOODWILL			13,335			13,335
TOTAL		$	924,733		$	661,921
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt		$	32,046		$	24,667
Subordinated note payable to affiliate						20,392
Accounts payable			5,345			7,061
Accounts payable—affiliated company						1,013
Fair value of interest rate hedge			5,816
Accrued liabilities			63,248			43,288
Total current liabilities			106,455			96,421
LONG-TERM DEBT—Less current portion			586,629			437,608
DEFERRED CREDITS			18,819			19,542
DEFERRED INCOME TAXES			54,998			42,595
Total liabilities			766,901			596,166
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value; 5,000,000 shares authorized; no shares issued or outstanding
Common stock, $.001 par value; one vote per share; 75,000,000
shares authorized; 25,508,756 and 20,000,000 shares issued and outstanding, respectively			26			20
Additional paid-in capital			67,488			8,270
Warrants			11,739			5,067
Accumulated other comprehensive loss			(3,588	)
Accumulated earnings			82,167			52,398
Total stockholders' equity			157,832			65,755
TOTAL		$	924,733		$	661,921

	3

Table of Contents

REPUBLIC AIRWAYS HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In thousands, except per share amounts)
		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2004			2003			2004			2003
OPERATING REVENUES:
Passenger		$	136,505		$	107,116		$	375,648		$	297,981
Contract termination fee												6,000
Other			1,377			1,356			6,123			4,318
Total operating revenues			137,882			108,472			381,771			308,299
OPERATING EXPENSES:
Wages and benefits			25,816			21,511			73,883			54,240
Aircraft fuel			29,220			19,219			76,536			55,345
Landing fees			5,102			4,379			14,475			11,620
Aircraft and engine rent			16,828			14,601			49,043			43,809
Maintenance and repair			13,828			10,493			39,363			30,152
Insurance and taxes