SecProbe.io

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Mail Stop 3-5

      June 1, 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
		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 amended 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 forward our comments, if any, on your confidential
treatment request application when we complete our review.

Prospectus Summary, page 1
2. Please disclose the reasons why management believes the
presentation of EBITDA provides useful information to investors
regarding the company`s financial condition and results of
operations.  Refer to Item 10(e)(i)(C) of Regulation S-K.

Employment Agreements, page 122
3. Please disclose the "certain performance targets" that Mr.
Raymond
and Mr. Urbania must achieve to receive additional compensation
and
discretionary bonus.  Also, please disclose the "other criteria"
established by the board of directors or compensation committee
that
Mr. Keenan must meet for any increase in compensation and
discretionary bonus.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 66
Results of Operations, page 72
4. We note your response to our prior comment #17.  Similar to the
revision in which you now include tables quantifying the separate
factors that caused changes in your revenues, please revise to
include tables quantifying material changes in other accounts.
This
format should promote ease of use by investors and could add
clarity
to your current presentation.  For example, you state that the
increase in operating expense in 2004 primarily reflects the
increase
in container volumes, but you do not quantify this factor.  In
addition, you state that fuel costs increased 9.2% due to higher
fuel
prices.  However, this percentage change is not meaningful unless
accompanied by the dollar amount of the change or the dollar
amount
of the costs in each period.  Please revise as appropriate.
5. Please also revise to include further discussion and analysis
of
items included in such tables to provide investors with an
understanding of the underlying business reasons for these
changes.
For example, please disclose whether the $53.8 million in revenue
container volume growth in 2004 is due to increased market size,
market share gains from competitors, or other reasons, and
disclose
the factors that led to these changes.
6. We note your response to our prior comment #21.  Please revise
your MD&A to provide quantitative disclosures of the amounts of
fuel
surcharges included in revenues and changes therein, as the
surcharges appear to have materially affected your reported
revenues.
Refer to Item 303 of Regulation S-K.

Notes to Consolidated and Combined Financial Statements, page F-7
Note 17 - Subsequent Events, page F-28
7. We note your response to our prior comment #22.  You state that
you believe applying a 25 percent discount to the assumed fair
market
value of your stock, for purposes of determining compensation
expense, is customary for valuing common stock in closely held
corporations (i.e., lack of marketability).  In our opinion, this
does not justify the use of a 25 percent discount.  As we stated
in
our prior comment, it is our position that, generally, unless
justified by the specific circumstances of your business, little
or
no discount should be applied for lack of marketability.
Therefore,
please amend your financial statements to restate compensation
expense accordingly.

Notes to the Unaudited Condensed Consolidated Financial Statements
for the Quarter Ended March 27, 2005
Note 7 - Commitments and Contingencies, page F-37
8. Your interim financial statements should provide disclosure of
material contingencies, even if there were no significant changes
since year end.  In this regard, please revise to include
disclosure
of the legal proceedings discussed in Note 15 of your audited
financial statements.  See Rule 10-01(a)(5) of Regulation S-X.

      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 1, 2005
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