SecProbe.io

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Mail Stop 3-5

      May 11, 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, as amended
	Filed April 13, 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. We will provide comments, if any, on your confidential
treatment
application under separate cover when we complete our review.
Also,
please note that we may have further comment on your supplemental
response regarding recent press reports when we complete our
review
of those materials.
2. Please provide brief captions that accurately describe the
photographs you plan to include in the red herring.

Prospectus Summary, page 1
3. We note your response to our prior comments no. 5 and 23.
Please
remove the disclosure relating to the summary of Post-Acquisition
Transactions on pages 6 and 7 because the disclosure merely
repeats
the information provided elsewhere in the prospectus.  Instead,
you
may provide a cross-reference to your revised summary of the Post-
Acquisition Transactions on page 121.
4. Please revise your disclosure throughout to eliminate any
references to your Adjusted EBITDA measures.  Please refer to our
accounting comment no.15.  Refer to Item 10(e)(ii) of Regulation
S-K.

Our Company, page 1
5. We note your response to our prior comment no. 14.  Please
provide
verifiable support regarding your ranking in the four areas you
list.

Our Competitive Strengths, page 3
6. In your response to our prior comment no. 18, you indicate that
discussion of the Company`s compounded annual growth rate with
respect to its revenue was deleted.  However, please note that
this
disclosure still appears in the third paragraph on page 3.  Please
revise accordingly.

Long-standing relationships, page 4
7. We note your response to our prior comment no. 15.  Please
disclose that you have non-exclusive contracts with your customers
and that none of your customers account for 10% or more of your
total
revenue.

Our Equity Sponsor, page 7
8. Please identify Castle Harlan as the holders of Class B common
stock and the Series A preferred stock.

The Offering, page 9
9. We note your changes in response to our prior comment no. 26.
However, the Offering-Related Transactions subsection is difficult
to
follow due to the embedded lists presented.  We also note that the
information presented in this subsection merely repeats the same
transactions disclosed in the Offering-Related Transactions
section
presented on pages 13-14.  Please consider deleting the offering-
related transactions on page 9 and providing a cross-reference to
the
offering-related transactions on pages 13-24.

Risk Factors, page 21

Financial and other covenants under our current and future
indebtedness..., page 23
10. We note your response to prior comment 32.  However, your
response merely repeats the information provided elsewhere in your
prospectus.  Instead, briefly disclose that the senior credit
facility requires mandatory prepayments.  In addition, consider
quantifying the effect that the mandatory prepayments would have
on
your operations, if material.

Certain provisions of our charter documents and agreements and
Delaware law could discourage, delay or prevent..., page 34
11. Please briefly disclose the limited exceptions for the Castle
Harlan Group.  In addition, please revise similar disclosure in
the
Description of Capital Stock section on page 137 to explain the
business reasons on why the limited exceptions exist.

If a substantial number of shares become available for sale and
are
sold in a short period..., page 35
12. We note your response to prior comment no. 39.  However, we
cannot determine when the restrictions on resale by existing
stockholders will lapse under Rule 144 and the relevant
agreements.
Please advise.  In addition, please revise your disclosure to
indicate the exact number of outstanding securities that will
eventually become available for sale.

Cautionary Statement, page 40
13. We note your response to prior comment no. 29.  However, we
continue to see qualifying language in paragraph four of this
section.  Please delete this qualifying language or supplementally
advise why no revision is necessary.

Industry and Market Data, page 41
14. It is inappropriate to disclaim responsibility for the
disclosure
information you provide in the prospectus.  Please remove any
references indicating that you do not guarantee the accuracy or
completeness of the information provided.

Selected Consolidated and Combined Financial Data, page 56
15. We note your response to our prior comment #47.  However,
based
on your specific facts and circumstances, we continue to believe
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, Business section, and Summary
Consolidated, Combined and Unaudited Pro Forma Financial Data.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 63

Results of Operations, page 68
16. We note your response to our prior comment #50.  However, Item
303(a)(3)(ii) of Regulation S-K requires disclosure of known
uncertainties in MD&A, and subsequent Exchange Act filings should
continue to discuss this uncertainty on a periodic basis.  Please
revise, as appropriate.
17. When quantifying changes in your revenues, please use a table
or
other method of presenting the information in a clear and concise
manner.  For example, we suggest you explain your 10.6% increase
in
revenues for fiscal 2004 as compared to fiscal 2003 by using a
table
showing the components of the 10.6% change.  Accordingly, volume
growth would be shown as comprising approximately 6% of the 10.6%
change, rather than describing the 10.6% change as being
approximately 57% attributable to volume growth.

Contractual Obligations, page 78
18. We note that your table of contractual obligations is
presented
on a pro forma basis.  Although a pro forma presentation may
provide
meaningful disclosure, this information should be presented in
addition to, not in lieu of, historical amounts.  Therefore,
please
add a table showing the historical amounts of your contractual
obligations in a manner consistent with the amounts shown in Note
6
to your financial statements, and then present the table showing
pro
forma amounts, with an appropriate explanation of the pro forma
adjustments.

Business, page 81
Legal Proceedings, page 100
19. We note your response to our prior comment #63.  Please revise
to
disclose why you believe a meaningful quantification of potential
damages related to the Guam-STB matter is not possible.  In this
regard, since the parties have submitted proposed standards with
respect to rates charged, it is unclear to us why you cannot
calculate the potential damages that could be awarded to the
Government of Guam by reference to their June 2002 submission.

Management, page 101
20. Please revise to disclose Messrs. Holloway and Colussy`s
business
experience during the past five years.  See Item 401(e)(1) of
Regulation S-K.

Consolidated and Combined Statements of Operations, page F-4
21. With respect to your response to our prior comment #74, we
note
that fuel surcharges accounted for over 5 percent of fiscal 2004
revenues and that the $14.3 million increase in fuel surcharges
from
2003 to 2004 materially affected your reported results of
operations.
We reissue our original comment.  Please revise your statements of
operations to separately present these revenues, consistent with
other transportation providers to which these revenues are
significant, and revise your MD&A to provide quantitative
disclosures
of amounts and changes therein.  Refer to Item 303 of Regulation
S-K.

Note 17 - Subsequent Events, page F-28
22. We note your response to our prior comment #86.
Supplementally
tell us your basis for applying a 25 percent discount to the
assumed
fair market value of your stock for purposes of determining
compensation expense.  Generally, unless justified by the specific
circumstances of your business, little or no discount should be
applied for, among other things, lack of marketability of the
shares.

Part II
Recent Sales of Unregistered Securities, page II-3
23. Refer to paragraph (2).  Please disclose which rule of
Regulation
D you are relying on for exemption from registration of the
offering
on July 7, 2004.  In addition, disclose the number of persons who
met
the definition of an accredited investor pursuant to Rule 501(a).

Closing

      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.
May 11, 2005
Page 7

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