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SEC Letter

 Writer’s Direct Number

 Writer’s E-mail Address

 (212) 756-2427

 eric.piasta@srz.com

 April 18, 2005

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 450 Fifth Street, N.W.

 Washington, D.C. 20549

 Attention: Ms. Jennifer G. Williams

Re:
Horizon Lines, Inc.

 Registration Statement on
Form S-1 (the “Registration Statement”)

 File No. 333-123073

 Dear Ms. Williams:

 On behalf of Horizon Lines, Inc. (the “Registrant”), we are submitting, via EDGAR, a redacted
copy of a letter dated April 12, 2005 that we previously sent to you, on behalf of the Registrant, by hand delivery, on April 12, 2005 (the “Response Letter”). On the date hereof, on behalf of the Registrant, we are
also sending to you, by hand delivery, a request for confidential treatment (the “Request Letter”) of the redacted portions (the “Confidential Portions”) of the Response Letter pursuant to Rule 83, 17
C.F.R. 200.83 (“Rule 83”), of the Freedom of Information Act. The Response Letter is being submitted via EDGAR at your request. The Request Letter includes an unredacted copy of the Response Letter and is intended to
supersede the letter dated April 12, 2005 from us, on behalf of the Registrant, to you that was submitted on April 12, 2005 and sought confidential treatment of the Response Letter pursuant to Rule 83.

 Securities and Exchange Commission

 April 18, 2005

 Page 2

 In accordance with Rule 418(b) of the Securities Act of 1933, as amended, attached is the information requested by you, other than the Confidential
Portions, which are covered by the Request Letter.

Very truly yours,

 /s/ Eric Piasta

 Eric Piasta

 Enclosures

 ANNEX A

 (See Attached)

 919 Third Avenue

 New York, NY 10022

 (212) 756-2000

fax (212) 593-5955

 www.srz.com

Writer’s Direct Number

Writer’s E-mail Address

(212) 756-2431

andre.weiss@srz.com

 April 12, 2005

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 450 Fifth Street, N.W.

 Washington, D.C. 20549

 Attention: Ms. Jennifer G. Williams

Re:
Horizon Lines, Inc. (“Horizon”)

Registration Statement on Form S-1

File No. 333-123073 (the “Registration Statement”)

 Dear Ms. Williams:

 This letter addresses your comments in our telephone conversations on April 7 and 8, 2005. You referenced an article by Ms. Ranjeeta
D. McGroarty published in Lloyd’s Shipping Economist on February 1, 2005 (the “Horizon Article”) relating to Horizon’s achievements based on comments from Horizon’s CEO and a Managing Director of Castle Harlan,
Inc. (“CHI”), and various articles (the “IPO Articles”) indicating the possibility of an initial public offering (an “IPO”) of Horizon. For your convenience, we have enclosed copies of these
articles. You have asked that we respond in writing to concerns that the Horizon Article and the IPO Articles may have constituted an impermissible offer to sell Horizon’s stock prior to the effectiveness of the Registration Statement (i.e.,
gun jumping).

 We believe that the following information that we have
obtained from Horizon and CHI clearly demonstrates and supports the basis for our belief that the Horizon Article does not constitute impermissible gun-jumping by Horizon or CHI:

•
Lloyd’s Shipping Economist is a trade publication geared toward shipowners and shipbrokers in the shipping industry, providing “strategic” comment and examining trends
in ship financing.

•
Lloyd’s Shipping Economist is published in the United Kingdom and is not widely read, either in the United States or elsewhere.

•
The Horizon Article focuses on the series of ownership changes at Horizon over the last several years (i.e., the purchase of Horizon by CSX, the subsequent purchase by The Carlyle Group and
its ownership by the current majority stockholder, an affiliate of CHI), and provides a detailed understanding of the rationales behind such changes in ownership. As part of such explanation, the Horizon Article covers (i) the long career of Mr.
Charles Raymond, Horizon’s CEO, at Horizon, (ii) trends in Horizon’s business, and (iii) the financing that backed the most recent acquisition of Horizon. The statements of Mr. Raymond and Mr. Marcel Fournier, a Managing Director of CHI,
that are quoted or referenced in the Horizon Article fall within the focus of the Horizon Article.

•
We understand that Mr. Raymond limited his telephone interview with the author of this article, conducted on January 7 or 8, 2005, to a discussion of the matters referred to above.

•
Following the publication in Marine Money on January 20, 2005 of an article that reported on a possible IPO by Horizon (discussed below), we understand that the author of the Horizon
Article called Mr. Raymond to make inquiries regarding such matter. Mr. Raymond did not have any substantive discussions with the author as to the IPO, or any other matters related to the business of Horizon. The last sentence of the Horizon
Article, which was published on February 1, 2005, stated that “As Lloyd’s Shipping Economist went to press, Mr. Raymond would not comment on rumors that Horizon was planning an IPO in New York.”

•
Although the article contains quotes from a statement said to have been made by Mr. Fournier, such quotes were repeated from a press release issued by CHI on May 25, 2004 and an article
published in the Daily Deal on May 25, 2004. Mr. Fournier did not furnish any statements to the author of the article and never spoke with the author in connection with the article.

•
As reflected in the timeline below, the interaction of Horizon and CHI with the author of the Horizon Article as to substantive matters began on January 7 or 8, 2005 and ended on January 13,
2005, in each case before (i) any decision was made by Horizon or CHI to pursue an IPO, and (ii) any understanding was reached by Horizon or CHI with any investment bank or other entity to act as an underwriter of an IPO of Horizon.

•
The publication of the Horizon Article was on February 1, 2005, over two months ago.

 In addition, we believe that the following information that we have obtained from Horizon and CHI demonstrates and forms the basis for our belief that the IPO
Articles do not constitute impermissible gun-jumping by Horizon or CHI:

 2

Article in Marine Money published on January 20, 2005

•
We understand that the senior management of Horizon (including Mr. Raymond) and the team at CHI responsible for oversight of Horizon (including Mr. Fournier and Mr. Tom Hickey) has not had
any substantive contacts with Marine Money. We understand that, on February 9, 2005, Mr. Hickey received a call received from Matt McCleary of Marine Money but the two did not speak.

Article in the Journal of Commerce published on January 21, 2005

•
We understand that Mr. Raymond limited his telephone interview with the author of this article, conducted on January 21, 2005, to a discussion of the rationale behind the issuance and sale of
a tranche of senior discount notes by a subsidiary of Horizon on December 10, 2004 and the use of the proceeds of such issuance to pay a dividend to the stockholders of Horizon.

•
We understand that the senior management of Horizon and the team at CHI responsible for oversight of Horizon were not the sources of the rumor reported in Marine Money and repeated in
this article that Horizon was considering an IPO and was in discussions with several investment bankers that would underwrite the IPO. The article noted that Mr. Raymond declined to comment on such report and that CHI had no comment.

Article in Lloyd’s List published on January 25, 2005

•
We understand that the senior management of Horizon and the team at CHI responsible for oversight of Horizon did not have any contacts with Lloyd’s List, which maintains an editorial
staff separate from Lloyd’s Shipping Economist.

Article in Tradewinds published on January 28, 2005

•
We understand that the senior management of Horizon and the team at CHI responsible for oversight of Horizon have not had any contacts with Tradewinds.

Article in the Journal of Commerce dated January 31, 2005

•
This article simply repeated the statements that Mr. Raymond had previously made to the author in connection with, and that were reported in, the article that was published in the Journal
of Commerce on January 21, 2005.

•
 The quote from Mr. Fournier that appeared in this article was acknowledged in such article to have been given at the time of the acquisition of Horizon by

 3

an affiliate of CHI (i.e., July 2004). In fact, such quote was excerpted from a press release issued by CHI on July 8, 2004.

•
We understand that the senior management of Horizon and the team at CHI responsible for oversight of Horizon were not interviewed for this article and, except as indicated above, were not the
sources of the quotes or other statements in this article.

 ***

***
Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 83, 17 C.F.R.
200.83.

 4

 With the exception of a press release on March 2, 2005 announcing the filing of the Registration Statement, neither
Horizon nor CHI has discussed the IPO with any member of the press. Based on our understanding of the Securities Act and Securities Act Rules and SEC interpretations, including SEC Release No. 5180, neither Horizon nor CHI has violated the
“gun-jumping” rules. While “in registration”, neither Horizon nor CHI has made the type of communications that the SEC has in the past found violate Section 5(c) of the Securities Act.

 For your future reference, we are enclosing copies of all articles that have been
published from January 1, 2005 up to (but not including) March 1, 2005, on the evening of which the Registration Statement was filed with the SEC, that refer to a possible or pending of IPO of Horizon and are known to Horizon, CHI or us.

 If you have other questions or require further information, please do not hesitate
to call me at (212) 756-2431.

 Very truly yours,

 /s/ ANDRÉ WEISS

 André Weiss

 Enclosures

 cc:

 M. Mark Urbania, Horizon Lines, Inc.

 Robert S. Zuckerman, Esq., Horizon
Lines, Inc.

 Richard Farley, Esq., Cahill Gordon & Reindel LLP

 Eric Piasta,
Esq., Schulte Roth & Zabel LLP

 5

 From Lloyds Shipping Economist dated Feb 1, 2005.

 A New Horizon for the Castle

 US container shipping operator Horizon Lines has changed hands several times for substantial
sums. Ranjeeta D McGroarty explains why investors have found the company irresistible 01-02-2005

 Last year, US domestic container operator Horizon Lines was bought by New York-based private equity firm Castle Harlan, from previous owner The Carlyle Group for a whopping $650m.

 Carlyle had bought the company for $315m and sold it in a ‘poster
child’ equity buyout, more than doubling the amount it paid in just 15 months.

 When Horizon Lines’ Charles Raymond joined shipping company Sea-Land Service on the day he graduated from Kings Point in 1965, little did he know he would still be there 40 years later.

 Indeed, Mr Raymond has seen the company through its various transitions and
today stands at its helm as ceo.

 “It’s been a
challenge to work with five different structures,” Mr Raymond told LSE.

 Horizon Lines, formerly part of Sea-Land, was initially a private company, went public in the mid-1980s for a couple of years, then went back to being private again.

 The company, based in Charlotte, North Carolina has seen revenues grow for
nine consecutive years, from $510m in 1994 to $832m in 2003.

 Shipping has obviously become a hot commodity for non-traditional shipping investors, with buyers such as Castle Harlan demonstrating a new enthusiasm to jump on the bandwagon.

 The main reasons why private equity funds are attracted to a company like Horizon is that they take into account a stable
revenue base, with a diversified mix of cargo, backed by the strength of the equity

 markets.

 Mr Raymond informed LSE that during the Carlyle ownership as partners, Horizon paid off debt with operating cash flows and
improved revenues, thus elevating the company to a higher platform.

 “The Carlyle Group were excellent equity partners - our relationship probably should serve as the ‘poster child’ of equity buyouts - a corporate orphan, acquired at an attractive price, wherein management was trusted and
encouraged to be creative and backed by strong financial resources with great market sensitivity,” said Mr Raymond.

 The steady growth attracted Castle Harlan, said Marcel Fournier, the firm’s managing director.

 Nevertheless, Mr Raymond told LSE that Carlyle bought the company at a very
attractive price, or Horizon may have been sold short at $315m.

 “The global shipping industry at that time was going through a difficult time.

 We were in recession, so to speak,” said Mr Raymond.

 “The domestic shipping markets had not yet recovered from the economic
impact of September 11; one of the holding companies, Holt, was in bankruptcy; and the industry faced a pending labour contract on the west coast,” he added.

 The Carlyle sales strategy was, Mr Raymond told LSE, “Simple - they are a collection of individual funds.

 When they have an opportunity to chalk-up a gain and put a ‘win’
on the board, they explore it.

 In our case, they were able to
get a multiple of 6.5 ebitda (earnings before interest, tax, depreciation and amortisation), versus a purchase at a somewhat lesser multiple.” Obviously, the larger multiple and the business improvement management created were strong factors.

 The sale gave the particular Carlyle fund a quite attractive
IRR (internal rate of return).

 “It provides an excellent
return on the investment by The Carlyle Group, but on the other hand Castle Harlan invested at a time when there is more improvement in profitability yet to come,” an observer told LSE.

 “We believe Horizon is a solid business which has a track record of
success,” Mr Fournier said in a statement.

 “We buy
businesses to build on them.”

 Mr Raymond added: “Our
relationship with Castle Harlan has only been for six months, but the working relationship with their people has been excellent.”

 Another attraction for equity investors is the nature of the business as well as the Jones Act, which provides heavy investment requirements for any
potential competitors.

 Horizon is the largest container
shipping company operating under the Jones Act, which restricts ocean trade between US ports to US built ships registered in the US and operated by US crews, thereby prohibiting direct competition from foreign flagged vessels.

 In addition to restricting foreign competition, it also denotes a high degree
of quality with US flag vessels and crews.

 “Our fleet of
16 ships and approximately 21,700 cargo containers carries about 37% of the container cargo that moves between the US mainland and Alaska, Hawaii, Guam and Puerto Rico,” Mr Raymond told LSE.

 Horizon is the only Jones Act vessel operator serving all these markets.

 Many of the cargoes being shipped are vital to populations in
these markets and therefore unlikely to see large swings in demand.

 The ships deliver commodities such as food, clothing and other consumer items, returning with local exports such as fish, pineapples and pharmaceutical products.

 Background and management

 The company’s strength comes from its navigator and his competent team.

 Starting on board a Sea-Land vessel as a ship’s officer, Mr Raymond worked under various management structures globally
over his fruitful 40 years in the organisation.

 After his
initial three years at sea, Mr Raymond worked in Puerto Rico, eventually moving back to the US.

 From September 1988 until the sale of Sea-Land’s international business in 1999, he served as the company’s senior vice president and chief
transportation officer.

 His dedication to