SecProbe.io

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Mail Stop 3-5

      April 1, 2005

By U.S. Mail and Facsimile

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
	Filed March 2, 2005
	File No. 333-123073

	H-Lines Finance Holding Corporation
	Registration Statement on Form S-4
	Filed March 30, 2005
	File No. 333-123682

	Horizon Lines Holding Corporation
	Registration Statement on Form S-4
	Filed March 30, 2005
	File No. 333-123681

Dear Mr. Raymond:

      We have reviewed your filing 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.

General
1. To the extent applicable, please revise the above-captioned
Forms
S-4 you filed March 30, 2005 to comply with our comments as set
forth
below.
2. The financial statements should be updated, as necessary, to
comply with Rule 3-12 of Regulation S-X at the effective date of
the
registration statement.
3. Provide a currently dated consent from the independent public
accountant in the amendment.
4. Please provide us with any artwork you intend to use prior to
printing the red herrings.  The artwork you present on the inside
front cover of the prospectus should provide clear illustrations
of
your product or business with concise language describing the
illustrations.  Artwork that does not convey the business purpose
or
language that strays beyond a limited scope will not be
appropriate
inside the front cover.  Refer to Section VIII of the Division of
Corporation Finance March 31, 2001 Current Issues and Rulemaking
Projects Quarterly Update available at www.sec.gov.
5. We note that there is a substantial amount of information
regarding transactions that have occurred since the purchase of
Horizon Lines by Castle Harlan Partners IV, L.P. on July 7, 2004.
For simplicity and clarity purposes, please revise throughout the
document to make it abundantly clear how the initial public
offering
is affected by the various transactions, and how the
capitalization
of Horizon Lines has been and will be affected by these
transactions.
Consider using graphics to enable an investor to quickly grasp the
impact of the various transactions on the capitalization of
Horizon
Lines.
6. Revise throughout the entire document to substantially limit
your
use of defined terms.  For example, you should avoid using common
terms that are clear from its context, such as the "acquisition"
and
"merger."  We also note that you define Horizon Lines, Inc. as the
"issuer."  However, you do not consistently use this defined term
throughout the document.  If you chose to use any defined terms,
please ensure that they are defined the first time you use them in
the document or are clear from context.

Cover Page
7. Please clarify whether you have been approved to list your
Class A
common stock on the New York Stock Exchange.  We note on page 118
that your common stock has been approved for listing on the New
York
Stock Exchange.  We also note on page 134 that an application has
been made.  If your application for listing has not yet been
approved, please remove this forward-looking information from the
cover page.
8. Consider adding bullet points to highlight how you intend to
use
the net proceeds from the initial public offering and rank these
purposes in order of priority.
9. Please remove references to "Joint Book-Running Lead Managers"
and
"Co-Managers."

Basis of Presentation, page ii
10. Please move the list of defined terms to the summary section
or
other appropriate section of the prospectus.  The summary should
directly follow the table of contents.  In addition, please ensure
the use of the defined term is clear from the context of the
disclosure.

Prospectus Summary, page 1
11. It appears that the summary merely repeats, at length,
information that appears later in the prospectus.  The summary
should
be a concise and straightforward discussion of the most relevant
details of your company and transactions related to your initial
public offering.  Please revise for brevity and balance.
12. Please disclose your net income and net loss available to
common
stockholders for the most recent audited period and interim stub.
This will provide a financial snapshot, which will help investors
understand the other material in the summary.
13. Please supplementally tell us why you believe investors might
find Adjusted EBITDA a useful tool.  See also additional comments
on
this issue in the Selected Consolidation and Combined Financial
Data.

Our Company, page 1
14. Please delete your references to Horizon Lines as "the
nation`s
leading Jones Act container shipping and logistics company" or
restate the statement as your belief.
15. We note that you identify a number of large consumer and
industrial products companies here and several times throughout
your
prospectus.  However, it is not clear how much each company
actually
attributes to your consolidated revenues.  Please quantify here
and
in the Business section the percentage of your consolidated
revenues
attributed to each of the identified companies.  In addition,
consider limiting the number of references to each company in your
prospectus if Horizon Lines is not materially dependent on the
relationship with the respective company.
16. Please provide the basis for the various statistics you use
throughout this section for investors, such as your growth rate.

Our Business Strategy, page 6
17. To the extent you discuss your strategy in the summary
section,
please revise disclosure to include a discussion of the risks
associated with the implementation of your business strategy.
Continue to organically grow our revenue, page 6
18. Please balance your disclosure to explain whether your
operating
costs have also increased during the past five years.
19. Please substantiate your belief that you are well positioned
to
achieve ongoing revenue growth in your markets.

Maintain leading information technology, page 7
20. Please revise to clarify the "additional capabilities" you
incorporate into your Horizon IT system.
Reduce Operating Costs, page 8
21. Please either briefly explain the "specific cost-savings goals
and objectives" employed and disclose these quantitative measures
used to reduce operating costs or reference investors to this
disclosure presented later in your prospectus.
22. It is not clear why you disclose your improvement in reducing
operating costs as an "increase" in your EBITDA margin.  Please
either delete the reference here and in your Business section or
supplementally explain the rationale for your disclosure.

Our Acquisition by the Castle Harlan Group, page 8
23. Due to the complex nature of the series of transactions as a
result of the acquisition, it would be helpful if you briefly
discuss
the acquisition and subsequent developments concerning your
capitalization here or other appropriate section in the summary
and
assign dates to each of these transactions.
24. Consider adding the beneficial ownership of CHP IV and its
affiliates upon the commencement of this initial public offering.

Our Equity Sponsor, The Castle Harlan Group
25. Please either delete this section or limit this disclosure to
explain the relationship between Horizon Lines and The Castle
Harlan
Group.

The Offering, page 10
26. Consider briefly describing the transactions that will occur
immediately before the consummation of the initial public offering
and following the consummation of the initial public offering.

Use of proceeds, page 10
27. We note that members of your management team or their family
members will reinvest the proceeds from the special dividend to
purchase your common stock.  We also note that these persons will
enter into agreements requiring them to purchase your common stock
with their dividend proceeds.  Supplementally explain the
reasoning
for the reinvestment.  In addition, please file the reinvestment
agreements as an exhibit to this registration statement.

Dividend policy, page 11
28. Add a reference to the risk that you may not have the
necessary
funds to pay dividends on your common stock.

Risk Factors, page 18
29. Please remove the qualifying language from the introductory
paragraph as well as on page 37.  Also, clarify in the
introductory
paragraph that you have included all material risks to your
business
and that are associated with this offering.  All material risks
should be described.  If risks are not deemed material, please do
not
reference them.
30. Please add a risk factor about the risk that a significant
amount
of the proceeds will not be available to help Horizon Lines grow.

Our cash flows and capital resources may be insufficient, page 18
31. Please revise to disclose your debt to equity ratio in order
to
clarify the degree to which you are leveraged.

Financial and other covenants under our current and future
indebtedness..., page 19
32. Please disclose the mandatory prepayment requirements under
your
senior credit facility in order for investors to understand the
magnitude of this risk.
33. Please provide a separate risk factor highlighting the risk of
bankruptcy and insolvency you describe in the last paragraph.
34. Please explain here or in a separate risk factor how
restrictions
on prepayment of principle could cause you to become bankrupt or
insolvent.

A decrease in shipping volume in our markets will adversely affect
our business, page 21
35. If applicable, please expand disclosure to describe any
examples
of previous cyclical or other recessions in the U.S. or in the
markets such as Guam and the Jones Act markets that may have
materially affected your operating results.

Our industry is unionized and strikes by our union employees or
others in the industry..., page 22
36. We note that one of your collective bargaining agreements with
the International Brotherhood of Teamsters is scheduled to expire
in
2005.  Please disclose the exact date on which it is scheduled to
expire and whether negotiations have commenced.  Consider either
providing an example to demonstrate how disagreements with
unionized
employees may materially impact your operations or providing a
cross-
reference to disclosure on the 10-day labor interruption in your
MD&A
section.

We are subject to new statutory and regulatory directives, page 23
37. Please tailor the subheading to clearly identify the material
impact the new statutory and regulatory directives will have on
the
company.

We are subject to, and may in the future be subject to, disputes,
or
legal or other proceedings..., page 28
38. Please consider providing a cross-reference to your business
description section on page 89 where you provide more disclosure
on
the two pending actions before the Surface Transportation Board.
In
the Business description section, you should further define the
role
of the Surface Transportation Board in the legal proceeding you
describe.  For example, explain whether the Board`s decisions are
carried out in an administrative proceeding.

If a substantial number of shares become available for sale and
are
sold in a short period..., page 32
39. Please highlight the material conditions of the stockholders
agreement and voting trust agreement that will impact the number
of
shares eligible for sale after the lock-up agreements expire or
provide a cross-reference to the appropriate section in the
prospectus for more information.

Trademarks and Service Marks, page 38
40. It is unclear why you include trademarks, service marks and
trade
names of other companies in a prospectus for the initial public
offering of your common stock.  Supplementally explain how this
information is material to investors in your common stock.
Alternatively, delete trademarks, service marks and trade names of
other companies used in this prospectus.

Industry and Market Data, page 38
41. We note the basis for some industry and market data is
"independent industry publications" as well as other publicly
available financial information and reports.  Supplementally tell
us
what you mean by independent industry publications and disclose
that
when used in the prospectus, if appropriate.

Use of Proceeds, page 39
42. We note that your 11% senior discount notes and 9% senior
notes
were sold in July and December 2004.  To the extent you incurred
any
of the listed obligations within the past year, please describe
the
use of proceeds of such indebtedness other than short term
borrowings
used for working capital.  Refer to Instruction 4 to Item 504 of
Regulation S-K.
43. Please quantify the approximate amount you expect to pay on
the
11% senior discount note and 9% senior notes related redemption
premiums.  Also, please disclose the amount of prepayment penalty,
if
any.
44. Please disclose the total amount of debt you have outstanding
under each of the notes you describe.  Please also include the
dates
of maturity.
45. Disclose whether you have any current specific plans for the
$6.4
million that you will receive from management and their family
members upon their reinvestment of the proceeds in your common
stock.

Selected Consolidated and Combined Financial Data, page 51
46. Note 2 states that miscellaneous expense (income) includes bad
debt expense, accounts payable discounts and accounting reserve
adjustments.  Please supplementally tell us the amount and nature
of
the accounting reserve adjustments in each period presented.
47. Note 6 states that management expects to use EBITDA to measure
operating performance and that Adjusted EBITDA, which excludes
additional items permitted in calculating covenant compliance,
provides additional information to investors about certain
material
non-cash items and certain unusual items.  Measures such as EBITDA
and Adjusted EBITDA constitute non-GAAP financial measures.
Accordingly, the presentations in your filing are subject to the
disclosure requirements set forth in Item 10 of Regulation S-K.
It
appears from your presentation that Adjusted EBITDA is included as
a
second performance measure.  In this regard, Item 10 (e) of
Regulation S-K prohibits adjustments to eliminate items identified
as
non-recurring, infrequent or unusual when the nature of the charge
or
gain is such that it is reasonably likely to recur within two
years
or there was a similar charge or gain within the prior two years.
Further, for proposed adjustments involving recurring items, you
must
meet the burden of demonstrating the usefulness of any measure
that
excludes such an item.  In addition, it appears that certain of
the
adjusting items are of a pro forma nature.  Accordingly, on the
basis
of the information presented, it appears to us that your
presentation
of Adjusted EBITDA is not in accordance with Item 10 of Regulation
S-
K.  Please delete this measure from your filing, including the
Prospectus Summary on page 1 and the Business section on page 70.
48. Please tell us, and revise to explain, why EBITDA is more
useful
to investors than net income or operating income.  In the
alternative, please revise to remove your discussion of EBITDA as
a
performance measure.  See Ite