SecProbe.io

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Mail Stop 3-5

      June 28, 2005

Charles G. Raymond
Chief Executive Officer
Horizon Lines, Inc.
4064 Colony Road, Suite 200
Charlotte, North Carolina  28211

      Re:	Horizon Lines, Inc.
		Registration Statement on Form S-1, as amended
		Filed May 17, 2005
		File No. 333-123073

		H-Lines Finance Holding Corporation
		Amendment no. 1 to the Registration Statement on Form S-
4
		Filed June 22, 2005
		File No. 333-123682

		Horizon Lines Holding Corporation
		Amendment no. 2 to the Registration Statement on Form S-
4
		Filed June 23, 2005
		File No. 333-123681

Dear Mr. Raymond:

      We have reviewed your amended filings and have the following
comments.  Where indicated, we think you should revise your
documents
in response to these comments.  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.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      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 and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Forms S-4

Prospectus Summary, page 1
Recent Developments, page 6
1. Please remove references to the term "certain" and provide a
more
succinct explanation on the identities of stockholders, related
transactions and other transactions to which you broadly refer.

Management, page 109
Employment Agreements, page 121
2. In your amended disclosure appearing on pages 121 and 122, we
note
that you refer to performance targets set forth in your cash
incentive plan.  However, we were unable to locate anything
further
on the cash incentive plan in your disclosure or in your exhibits.
We were similarly unable to locate any further information on the
executive bonus plan.  Please tell us where we can find this
disclosure.  In amended disclosure, please disclose the
performance
targets, the certain modified EBITDA and cash flow generation
targets
to which you refer on pages 121 and 122.

      As appropriate, please amend the registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* The action of the Commission or the staff, acting pursuant to
delegated authority in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* The company may not assert this action 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

   We direct your attention to Rules 460 and 461 regarding
requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

      You may contact Lyn Shenk, Assistant Chief Accountant at
(202)
551-3750, or David Humphrey, Branch Chief - Accountant at (202)
551-
3211 if you have questions regarding comments on the financial
statements and related matters.  Please contact Johanna Vega
Losert
at (202) 551-3325, Attorney-Adviser, or me at (202) 551-3348 with
any
other questions.

      				Sincerely,

							Jennifer G. Williams
      Special Counsel

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Ronald Jackson
Horizon Lines, Inc.
June 28, 2005
Page 3

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