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S.E.C Letter

 Writer’s Direct Number

Writer’s E-mail Address

 (212) 756-2427

eric.piasta@srz.com

 May 25, 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
hereby submitting, via EDGAR, to the Securities and Exchange Commission (the “Commission”) a redacted copy of a letter dated May 18, 2005 (the “Response Letter”) that was faxed to the Commission by us,
on behalf of the Registrant, on May 18, 2005. This submission of the Response Letter is being made via EDGAR at your request and in accordance with Rule 418(b) of the Securities Act of 1933, as amended.

 Please note that the Response Letter includes, as an attachment thereto, a
copy of the letter dated April 12, 2005 from us, on behalf of the Registrant, to the Commission (the “Attached April Letter”). A redacted copy of the Attached April Letter was previously submitted, via EDGAR, to the
Commission on April 18, 2005, and a request for confidential treatment of the redacted portions of the Attached April Letter was also made on such date. The redacted copy of the Response Letter being hereby submitted, via EDGAR, to the Commission
includes the redacted copy of the Attached April Letter previously submitted via EDGAR.

 In addition, on behalf of the Registrant, we are sending you, by overnight delivery, a request for confidential treatment (the “Request Letter”) of the redacted portions (the “Confidential
Portions”) of the Response Letter (including the Attached April Letter) pursuant to Rule 83, 17 C.F.R. 200.83, of the Freedom of Information Act. The Request Letter includes an unredacted copy of the Response Letter (including the Attached
April Letter).

 Securities and Exchange Commission

 May 25, 2005

 Page 2

 If you have any questions, please contact us.

 Very truly yours,

 /s/    ERIC
PIASTA

 Eric Piasta

 Enclosure

 cc: André Weiss, Schulte Roth & Zabel LLP (w/encl.)

 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

 (212)
756-2431

Writer’s E-mail Address
andre.weiss@srz.com

 May 18, 2005

 VIA FACSIMILE

 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. (the “Company”)

 Registration Statement on Form S-1

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

Dear
Ms. Williams:

 On behalf of the Company, we are submitting this letter to respond to the request by the staff (the “Staff”) of the Securities and
Exchange Commission (the “SEC”), expressed by you during our telephone conversation on May 13, 2005, that the Risk Factors set forth in the Prospectus set forth in the Registration Statement include a Risk Factor that the Company
may have violated Section 5 of the Securities Act of 1933 in connection with the publication of an article relating to the Company in Lloyd’s Shipping Economist on February 1, 2005 (the “LSE Article”). For the reasons
set forth below, we respectfully disagree that the circumstances relating to such publication lend themselves to a reasonable basis for asserting that such a violation occurred in connection with the LSE Article. Accordingly, we believe that the
Staff should not require the inclusion of the requested risk factor.

 We refer to the letter to you, dated April 12, 2005 (a copy of which is attached), which reflects the timeline relating to the LSE Article and the Company’s process leading to the filing of the Registration Statement. We believe that
the sequence of events relating to the LSE Article and the filing of the Registration Statement set forth in that letter do not support any conclusion that the Company was “in registration” when the Company communicated with the author of
the LSE Article prior to its publication.

 According to SEC
Release No. 5180, the term “in registration” means “the entire process of registration, at least from the time an issuer reaches an understanding with the broker-dealer

 Securities and Exchange Commission

 May 18, 2005

 Page 2

which is to act as managing underwriter prior to the filing of a registration statement and the period of 40 to 90 days during which dealers must deliver a
prospectus.” In fact, during all relevant periods prior to the publication of the LSE Article, the Company and Castle Harlan, Inc. (“CHI”) were merely investigating the potential of an initial public offering and had made no
decision, even preliminarily, to proceed with an offering.

 ***

 Furthermore, neither we nor the Company believe that the LSE Article can be said to have “the effect of conditioning the public mind or arousing public interest,” within the meaning of SEC Release No.
5180, in the shares of common stock of the Company to be offered through an initial public offering, for the following reasons:

***
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.

 Securities and Exchange Commission

 May 18, 2005

 Page 3

 First, the LSE Article appeared in the February 1, 2005 issue of Lloyd’s Shipping
Economist (“LSE”) nearly four months ago, and the interview by the author of the LSE Article of the Company’s CEO occurred nearly five months ago. To our knowledge, neither the LSE Article nor the interview has been cited
in any other publication.

 Second, the LSE is a
trade publication published in the United Kingdom that is not broadly distributed or easily available in the U.S. According to a 2003 LSE media kit (which we located, via a Google search, on an inactive web page), the LSE is available on a
subscription basis only and has a monthly print run of 2,000 copies, with 12% (i.e., 240) of its subscribers in the “Americas” (i.e., the Caribbean, Central America, North America, and South America). Our searches of NEXIS MEGA, LEXIS
FACTIVA and other commercially available electronic database have been unable to produce any content from any issue of the LSE. (A representative of LEXIS has confirmed to us that LEXIS is the exclusive provider of FACTIVA to U.S. law firms
(other than those grandfathered to use FACTIVA directly for a limited period of time) and that FACTIVA, as available through LEXIS, does not include any content from the LSE).

 Also, when our library recently sought to borrow the February 1, 2005 issue of the LSE from a library in the New York
City area, we learned that few libraries subscribe to the LSE. The Online Computer Library Center (OCLC), whose membership includes 8,653 governing academic, public and special libraries (most of which are located in the U.S.), provides an
on-line holdings catalog, known as “WorldCat,” that is maintained by its member libraries. Our library’s search of WorldCat yielded only 25 OCLC-member libraries worldwide that listed LSE in their holdings. Fifteen of these
libraries are in the U.S., and of the fifteen, three are in the New York area. Of the three, the New York Public Library no longer carries issues of the LSE, the SUNY Maritime College is unable to locate its copy of the February 1, 2005
issue, and the Merchant Marine Academy does not lend issues of the LSE. We possess a copy of the LSE Article only because, once the Staff notified us about the article, we asked the Company to obtain a copy of the article from the author, who
is a foreign freelance writer attending a university in the U.S. Since only a few libraries in the U.S. subscribe to the LSE, the availability of the LSE Article is further limited.

 Third, the LSE is not a widely read publication within the U.S.
maritime container shipping industry. The Company has advised us that the two principal trade publications read by the industry are the Journal of Commerce and the American Shipper. For its last 2004 issue for which such information
was available, the Journal of Commerce had a paid circulation of 9,112 copies, of which 8,699 copies were sent to recipients in the U.S. Similarly, the American Shipper had a paid circulation of 13,196 copies, of which 12,528 copies
were sent to recipients in the U.S. By contrast, during 2003, the LSE had a monthly print run of only 2,000 copies worldwide, of which only approximately 240 copies were sent to recipients in the “Americas” (i.e., the Caribbean,
Central America, North America, and South America). Although the LSE is affiliated with Lloyd’s List, another trade publication, we understand that the LSE has editorial offices separate from those of Lloyd’s
List.

 Fourth, the effect (if any) of the LSE
Article on primary subscribers in the initial public offering who are located outside of the U.S. is expected to be largely insignificant, because the offering will be marketed only to U.S.-based investors. As more fully disclosed on

 Securities and Exchange Commission

 May 18, 2005

 Page 4

pages 145-146 of the prospectus in the blacklined copy of Amendment No. 2 to the Registration Statement (which was sent to you by overnight courier), in
order for the Company to be permitted to operate its vessels in markets where the marine trade is subject to the coastwise laws of the United States, also known as the “Jones Act,” the Company must maintain U.S. citizenship within the
meaning of certain U.S. maritime laws. To facilitate the Company’s maintenance of this status, the underwriters have agreed not to market the initial public offering to accounts located outside the U.S. In addition, the underwriters have agreed
to instruct their respective sales forces to notify their accounts that (i) that these accounts, if they act as primary subscribers in the offering, should book the shares purchased in investment vehicles that have U.S. registered addresses and (ii)
if such investment vehicles are not U.S. citizens (within the meaning of the U.S. maritime laws) and nevertheless purchase shares, such shares may have to be deposited, under the provisions of the Company’s certificate of incorporation, into a
trust and then resold, at a possible loss to such vehicles, depending on the applicable circumstances. (These resale provisions and the related risk factors are disclosed on pages 146-147 and 35-37, respectively, of the prospectus contained in the
blacklined copy of Amendment No. 2). These constraints, by significantly limiting the likelihood of participation of accounts located outside the U.S. as primary subscribers in the initial public offering, will further undermine any potential for
conditioning the markets outside the U.S.

 Accordingly, both
the Company and we believe that no risk factor concerning any possible “gun jumping” is warranted for inclusion in the Prospectus. Cahill Gordon & Reindel LLP, counsel for the underwriters, has authorized us to inform you that they
concur with these views.

 * * *

 Securities and Exchange Commission

 May 18, 2005

 Page 5

 We would appreciate the opportunity to discuss the matters set forth in this letter with you as soon as
possible.

 If you have other questions or require further
information, please do not hesitate to call me at (212) 756-2431 or Eric Piasta of my office at (212) 756-2427.

 Very truly yours,

 /s/ ANDRÉ WEISS

 André Weiss

 Attch.

cc:

 Ms. Johanna Vega Losert, Securities and Exchange Commission

 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

 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 w