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	May 9, 2005
Common Stock	32,458,756

Part I --- Financial Information
Item 1.	Financial Statements:
	Condensed Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004	3
	Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2005 and 2004	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2005 and 2004	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	12
Part II --- Other Information
Item 6.	Exhibits	13
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

PART I. FINANCIAL INFORMATION
Item 1: Financial Statements
REPUBLIC AIRWAYS HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands, except share and per share amounts)
		March 31,			December 31,
		2005			2004
ASSETS
Current Assets:
Cash and cash equivalents		$	119,511		$	46,220
Receivables—net of allowance for doubtful accounts of $812 and $819, respectively			10,498			6,362
Inventories			18,779			17,540
Prepaid expenses and other current assets			4,959			4,513
Restricted cash			4,759			1,203
Deferred income taxes			5,860			6,986
Total current assets			164,366			82,824
Aircraft and other equipment—net			1,084,325			983,181
Other assets			100,388			88,768
Goodwill			13,335			13,335
Total		$	1,362,414		$	1,168,108
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt		$	51,349		$	46,420
Accounts payable			5,699			9,476
Fair value of interest rate hedge			1,602			4,012
Accrued liabilities			63,349			51,033
Total current liabilities			121,999			110,941
Long-term debt—less current portion			883,415			803,766
Deferred credits			19,404			19,847
Deferred income taxes			71,445			63,585
Total liabilities			1,096,263			998,139
Commitments and contingencies
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; 32,458,756     and 25,558,756 shares issued and outstanding, respectively			32			26
Additional paid-in capital			149,170			68,368
Warrants			8,574			8,574
Accumulated other comprehensive loss			(3,371	)		(4,168	)
Accumulated earnings			111,746			97,169
Total stockholders' equity			266,151			169,969
Total		$	1,362,414		$	1,168,108