<SUBMISSION>
<ACCESSION-NUMBER>0000950136-05-007083
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>7
<PERIOD>20051107
<ITEMS>1.01
<ITEMS>8.01
<ITEMS>9.01
<FILING-DATE>20051109
<DATE-OF-FILING-DATE-CHANGE>20051109
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>JETBLUE AIRWAYS CORP
<CIK>0001158463
<ASSIGNED-SIC>4512
<IRS-NUMBER>870617894
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-49728
<FILM-NUMBER>051190210
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>118-29 QUEENS BOULEVARD
<CITY>FOREST HILLS
<STATE>NY
<ZIP>11375
<PHONE>7182867900
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>118-29 QUEENS BOULEVARD
<CITY>FOREST HILLS
<STATE>NY
<ZIP>11375
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>file001.htm
<DESCRIPTION>FORM 8-K
<TEXT>
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<page>
<p style="font-family:serif;font-weight:bold;color:#000000;font-size:14pt;  width: 456pt; text-align: center; font-style: normal; line-height: 16pt; padding-top: 12pt; padding-left:0pt; padding-right:0pt; margin: 0pt; text-indent: 0pt; padding-bottom: 6pt; background-color: #ffffff;">UNITED
STATES<br> SECURITIES AND EXCHANGE COMMISSION<br>
<font style="font-size: 10pt;">Washington, D.C.
20549</font>
</p>
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<p style="font-family:serif;font-weight:bold;color:#000000;font-size:14pt;  width: 456pt; text-align: center; font-style: normal; line-height: 16pt; padding-top: 12pt; padding-left:0pt; padding-right:0pt; margin: 0pt; text-indent: 0pt; padding-bottom: 0pt; background-color: #ffffff;">FORM
8-K</p>
<p style="font-family:serif;font-weight:bold;color:#000000;font-size:10pt;  width: 456pt; text-align: center; font-style: normal; line-height: 12pt; padding-top: 12pt; padding-left:0pt; padding-right:0pt; margin: 0pt; text-indent: 0pt; padding-bottom: 0pt; background-color: #ffffff;">CURRENT REPORT</p>
<p style="font-family:serif;font-weight:bold;color:#000000;font-size:10pt;  width: 456pt; text-align: center; font-style: normal; line-height: 12pt; padding-top: 12pt; padding-left:0pt; padding-right:0pt; margin: 0pt; text-indent: 0pt; padding-bottom: 0pt; background-color: #ffffff;">PURSUANT TO SECTION 13 OR 15(d) OF
THE<br> SECURITIES EXCHANGE ACT OF 1934</p>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: center; font-style: normal; line-height: 12pt; padding-top:6pt; padding-left:0pt; padding-right:0pt; padding-bottom: 0pt; margin: 0pt; text-indent: 0pt; background-color: #ffffff">Date of
Report (Date of earliest event reported):<b> November 7, 2005</b>
</p>
<p style="font-family:serif;font-weight:bold;color:#000000;font-size:14pt;  width: 456pt; text-align: center; font-style: normal; line-height: 16pt; padding-top: 12pt; padding-left:0pt; padding-right:0pt; margin: 0pt; text-indent: 0pt; padding-bottom: 0pt; background-color: #ffffff;">JETBLUE AIRWAYS CORPORATION</p>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: center; font-style: normal; line-height: 12pt; padding-top:6pt; padding-left:0pt; padding-right:0pt; padding-bottom: 6pt; margin: 0pt; text-indent: 0pt; background-color: #ffffff">(Exact name of registrant as specified in its
charter)</p>
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<div style="padding:0;margin:0;text-align:center">
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<td style="font-size: 10pt; color: #000000; border-bottom: 3px double #ffffff;padding-left: 0pt; text-indent: 0pt;padding-top: 0pt; background-color: #ffffff;" align="center" valign="bottom" colspan="3"><font style="font-family: serif; font-size: 10pt; color: #000000; font-weight: normal; font-style: normal;background-color: #ffffff;"><b>Delaware</b>
<br>(State
of Other Jurisdiction
of<br>Incorporation)</font></td>
<td style="padding-top: 0pt;background-color: #ffffff; border-bottom: 3px double #ffffff;"><img src="spacer.gif" height="1" width="2"></td>
<td style="font-size: 10pt; color: #000000; border-bottom: 3px double #ffffff;padding-left: 0pt; text-indent: 0pt;padding-top: 0pt; background-color: #ffffff;" align="center" valign="bottom" colspan="3"><font style="font-family: serif; font-size: 10pt; color: #000000; font-weight: normal; font-style: normal;background-color: #ffffff;"><b>000-49728</b>
<br>(Commission<br>File
Number)</font></td>
<td style="padding-top: 0pt;background-color: #ffffff; border-bottom: 3px double #ffffff;"><img src="spacer.gif" height="1" width="2"></td>
<td style="font-size: 10pt; color: #000000; border-bottom: 3px double #ffffff;padding-left: 0pt; text-indent: 0pt;padding-top: 0pt; background-color: #ffffff;" align="center" valign="bottom" colspan="3"><font style="font-family: serif; font-size: 10pt; color: #000000; font-weight: normal; font-style: normal;background-color: #ffffff;"><b>87-0617894</b>
<br>(I.R.S.
Employer<br>Identification
No.)</font></td>
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<td><img src="spacer.gif" height="10" width="1"></td>
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<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top:6pt; padding-left:0pt; padding-right:0pt; padding-bottom: 0pt; margin: 0pt; text-indent: 20pt; background-color: #ffffff"> </p>
<p style="font-family:serif;font-weight:bold;color:#000000;font-size:10pt;  width: 456pt; text-align: center; font-style: normal; line-height: 12pt; padding-top: 12pt; padding-left:0pt; padding-right:0pt; margin: 0pt; text-indent: 0pt; padding-bottom: 0pt; background-color: #ffffff;">118-29 Queens Boulevard,
Forest Hills, New York   11375</p>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: center; font-style: normal; line-height: 12pt; padding-top:6pt; padding-left:0pt; padding-right:0pt; padding-bottom: 0pt; margin: 0pt; text-indent: 0pt; background-color: #ffffff">(Address of principal executive offices)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Zip Code)</p>
<p style="font-family:serif;font-weight:bold;color:#000000;font-size:10pt;  width: 456pt; text-align: center; font-style: normal; line-height: 12pt; padding-top: 12pt; padding-left:0pt; padding-right:0pt; margin: 0pt; text-indent: 0pt; padding-bottom: 0pt; background-color: #ffffff;">(718)
709-3026</p>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: center; font-style: normal; line-height: 12pt; padding-top:6pt; padding-left:0pt; padding-right:0pt; padding-bottom: 0pt; margin: 0pt; text-indent: 0pt; background-color: #ffffff">(Registrant's telephone
number, including area code)</p>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top:6pt; padding-left:0pt; padding-right:0pt; padding-bottom: 0pt; margin: 0pt; text-indent: 0pt; background-color: #ffffff">Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:</p>
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<td valign="top" style="font-family:serif;font-weight:normal;color:#000000;font-size: 10pt; padding-top:6pt; padding-bottom: 6pt; text-align: left; font-style: normal; width: 433pt">Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</td>
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<td><img src="spacer.gif" height="1" width="30"></td>
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<td valign="top" style="font-family:serif;font-weight:normal;color:#000000;font-size: 10pt; padding-top:6pt; padding-bottom: 6pt; text-align: left; font-style: normal; width: 433pt">Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)</td>
</tr>
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<td><img src="spacer.gif" height="1" width="30"></td>
<td><img src="spacer.gif" height="1" width="572"></td>
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<td align="right" valign="top" style="font-family:serif;font-weight:normal;color:#000000;font-size: 10pt; padding-top: 6pt; padding-left: 0pt; text-align: left;  font-style: normal; width: 23pt"><img src="ebox.gif" alt="[ ]" width="10" height="10">&nbsp;&nbsp;&nbsp;&nbsp;</td>
<td valign="top" style="font-family:serif;font-weight:normal;color:#000000;font-size: 10pt; padding-top:6pt; padding-bottom: 6pt; text-align: left; font-style: normal; width: 433pt">Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))</td>
</tr>
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<table cellpadding="0" cellspacing="0" border="0" width="602">
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<td><img src="spacer.gif" height="1" width="30"></td>
<td><img src="spacer.gif" height="1" width="572"></td>
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<td align="right" valign="top" style="font-family:serif;font-weight:normal;color:#000000;font-size: 10pt; padding-top: 6pt; padding-left: 0pt; text-align: left;  font-style: normal; width: 23pt"><img src="ebox.gif" alt="[ ]" width="10" height="10">&nbsp;&nbsp;&nbsp;&nbsp;</td>
<td valign="top" style="font-family:serif;font-weight:normal;color:#000000;font-size: 10pt; padding-top:6pt; padding-bottom: 6pt; text-align: left; font-style: normal; width: 433pt">Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))</td>
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<br>
<hr width="760" style="padding-left: 0pt;" align="left">
<br>






<page>
<p style="font-family:serif;font-weight:bold;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top: 12pt; padding-left:0pt; padding-right:0pt; margin: 0pt; text-indent: 0pt; padding-bottom: 0pt; background-color: #ffffff;">Item
1.01. &nbsp;&nbsp;&nbsp;&nbsp;Entry into a Material Definitive Agreement.</p>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top:6pt; padding-left:0pt; padding-right:0pt; padding-bottom: 0pt; margin: 0pt; text-indent: 20pt; background-color: #ffffff"> On November 7, 2005, JetBlue Airways Corporation
("JetBlue") entered into an Underwriting
Agreement (the "Underwriting Agreement") with
Morgan Stanley &amp; Co. Incorporated and Raymond James &amp;
Associates, Inc. (the "Underwriters")
relating to the public offering and sale of 7,500,000 newly issued
shares of the Company's common stock, par value $0.01 per share
(the "Common Stock"), at an offering price to
the public of $18.00 per share. JetBlue also granted to the
Underwriters a 30-day option to purchase an additional 1,125,000 shares
of Common Stock at the same price per share to cover over-allotments.
On November 7, 2005, the Underwriters exercised in full their
over-allotment option. The closing of the offering, which is subject to
customary closing conditions, is expected to occur on November 10,
2005. These shares of Common Stock were registered for offer and sale
under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to
JetBlue's Registration Statements on Form S-3, File Nos.
333-109546 and 333-119549. For a more detailed description of the
agreements entered into by JetBlue in connection with this offering,
see the disclosure under the caption
"Underwriting" contained in JetBlue's
Prospectus Supplement dated November 7, 2005 to the Prospectus dated
November 4, 2004, each of which has been filed with the Securities and
Exchange Commission pursuant to Rule 424(b) under the Securities Act,
which disclosure is hereby incorporated by reference.</p>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top:6pt; padding-left:0pt; padding-right:0pt; padding-bottom: 0pt; margin: 0pt; text-indent: 20pt; background-color: #ffffff">The
Underwriting Agreement is filed as Exhibit 1 hereto and is also hereby
being filed as an exhibit to, and is hereby incorporated by reference
in, JetBlue's Registration Statement on Form S-3, File No.
333-119549.</p>
<p style="font-family:serif;font-weight:bold;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top: 12pt; padding-left:0pt; padding-right:0pt; margin: 0pt; text-indent: 0pt; padding-bottom: 0pt; background-color: #ffffff;">Item 8.01.&nbsp;&nbsp;&nbsp;&nbsp;Other Events</p>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top:6pt; padding-left:0pt; padding-right:0pt; padding-bottom: 0pt; margin: 0pt; text-indent: 20pt; background-color: #ffffff"> On
November 7, 2005, JetBlue issued two separate press releases announcing
the public offering of its Common Stock and the pricing of its Common
Stock offering, respectively. On November 8, 2005, JetBlue issued a
press release announcing the exercise in full of the
Underwriters' Common Stock over-allotment option to purchase
additional shares of Common Stock. These press releases are filed
herewith as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3,
respectively.</p>
<p style="font-family:serif;font-weight:bold;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top: 12pt; padding-left:0pt; padding-right:0pt; margin: 0pt; text-indent: 0pt; padding-bottom: 0pt; background-color: #ffffff;"> Item 9.01. &nbsp;&nbsp;&nbsp;&nbsp;Financial
Statements and Exhibits.</p>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top:6pt; padding-left:0pt; padding-right:0pt; padding-bottom: 0pt; margin: 0pt; text-indent: 20pt; background-color: #ffffff"> </p>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top:6pt; padding-left:0pt; padding-right:0pt; padding-bottom: 6pt; margin: 0pt; text-indent: 20pt; background-color: #ffffff"> The Exhibit Index
included after the signature page of this report is hereby incorporated
herein by reference.   The document listed as Exhibit 1 on the
Exhibit Index is also filed as an exhibit with reference to the
Company's Registration Statement on Form S-3, File No.
333-119549.</p>
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<div style="padding:0;margin:0;text-align:center">
<table cellpadding="0" cellspacing="0" border="0" width="602" bgcolor="#ffffff">
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<td><img src="spacer.gif" height="1" width="1"></td>
<td><img src="spacer.gif" height="1" width="51"></td>
<td><img src="spacer.gif" height="1" width="1"></td>
<td><img src="spacer.gif" height="1" width="6"></td>
<td><img src="spacer.gif" height="1" width="1"></td>
<td><img src="spacer.gif" height="1" width="405"></td>
<td><img src="spacer.gif" height="1" width="1"></td>
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<td style="font-size: 8pt; color: #000000; border-bottom: 1px solid #000000 ;padding-top: 0pt; background-color: #ffffff;" align="center" valign="bottom" colspan="3"><font style="font-family: serif; font-size: 8pt; color: #000000; font-weight: bold; font-style: normal;background-color: #ffffff;">Exhibit<br>Number</font></td>
<td style="padding-top: 0pt;background-color: #ffffff; border-bottom: 1px solid #ffffff;"><img src="spacer.gif" height="1" width="2"></td>
<td style="font-size: 8pt; color: #000000; border-bottom: 1px solid #000000 ;padding-top: 0pt; background-color: #ffffff;" align="center" valign="bottom" colspan="3"><font style="font-family: serif; font-size: 8pt; color: #000000; font-weight: bold; font-style: normal;background-color: #ffffff;">Description</font></td>
</tr>
<tr>
<td style="font-size: 9pt; color: #000000; border-bottom: 3px double #ffffff;padding-left: 0pt; text-indent: 0pt;padding-top: 0pt; background-color: #ffffff;" align="left" valign="top" colspan="3"><font style="font-family: serif; font-size: 9pt; color: #000000; font-weight: normal; font-style: normal;background-color: #ffffff;">&nbsp;</font></td>
<td style="padding-top: 0pt;background-color: #ffffff; border-bottom: 3px double #ffffff;"><img src="spacer.gif" height="1" width="2"></td>
<td style="font-size: 9pt; color: #000000; border-bottom: 3px double #ffffff;padding-left: 0pt; text-indent: 0pt;padding-top: 0pt; background-color: #ffffff;" align="left" valign="top" colspan="3"><font style="font-family: serif; font-size: 9pt; color: #000000; font-weight: normal; font-style: normal;background-color: #ffffff;"> &nbsp;</font></td>
</tr>
<tr>
<td style="font-size: 9pt; color: #000000; border-bottom: 3px double #ffffff;padding-left: 0pt; text-indent: 0pt;padding-top: 0pt; background-color: #ffffff;" align="center" valign="top" colspan="3"><font style="font-family: serif; font-size: 9pt; color: #000000; font-weight: normal; font-style: normal;background-color: #ffffff;">1</font></td>
<td style="padding-top: 0pt;background-color: #ffffff; border-bottom: 3px double #ffffff;"><img src="spacer.gif" height="1" width="2"></td>
<td style="font-size: 9pt; color: #000000; border-bottom: 3px double #ffffff;padding-left: 0pt; text-indent: 0pt;padding-top: 0pt; background-color: #ffffff;" align="left" valign="top" colspan="3"><font style="font-family: serif; font-size: 9pt; color: #000000; font-weight: normal; font-style: normal;background-color: #ffffff;">Underwriting
Agreement, dated November 7, 2005, among JetBlue Airways
Corporation<br> and Morgan Stanley &amp; Co. Incorporated and Raymond
James &amp; Associates, Inc.</font></td>
</tr>
<tr>
<td style="font-size: 9pt; color: #000000; border-bottom: 3px double #ffffff;padding-left: 0pt; text-indent: 0pt;padding-top: 0pt; background-color: #ffffff;" align="center" valign="top" colspan="3"><font style="font-family: serif; font-size: 9pt; color: #000000; font-weight: normal; font-style: normal;background-color: #ffffff;">99.1</font></td>
<td style="padding-top: 0pt;background-color: #ffffff; border-bottom: 3px double #ffffff;"><img src="spacer.gif" height="1" width="2"></td>
<td style="font-size: 9pt; color: #000000; border-bottom: 3px double #ffffff;padding-left: 0pt; text-indent: 0pt;padding-top: 0pt; background-color: #ffffff;" align="left" valign="top" colspan="3"><font style="font-family: serif; font-size: 9pt; color: #000000; font-weight: normal; font-style: normal;background-color: #ffffff;">Press
Release dated November 7, 2005, titled "JetBlue Announces
Common Stock<br>
Offering".</font></td>
</tr>
<tr>
<td style="font-size: 9pt; color: #000000; border-bottom: 3px double #ffffff;padding-left: 0pt; text-indent: 0pt;padding-top: 0pt; background-color: #ffffff;" align="center" valign="top" colspan="3"><font style="font-family: serif; font-size: 9pt; color: #000000; font-weight: normal; font-style: normal;background-color: #ffffff;">99.2</font></td>
<td style="padding-top: 0pt;background-color: #ffffff; border-bottom: 3px double #ffffff;"><img src="spacer.gif" height="1" width="2"></td>
<td style="font-size: 9pt; color: #000000; border-bottom: 3px double #ffffff;padding-left: 0pt; text-indent: 0pt;padding-top: 0pt; background-color: #ffffff;" align="left" valign="top" colspan="3"><font style="font-family: serif; font-size: 9pt; color: #000000; font-weight: normal; font-style: normal;background-color: #ffffff;">Press Release
dated November 7, 2005, titled "JetBlue Announces Pricing
of Common<br> Stock
Offering".</font></td>
</tr>
<tr>
<td style="font-size: 9pt; color: #000000; border-bottom: 3px double #ffffff;padding-left: 0pt; text-indent: 0pt;padding-top: 0pt; background-color: #ffffff;" align="center" valign="top" colspan="3"><font style="font-family: serif; font-size: 9pt; color: #000000; font-weight: normal; font-style: normal;background-color: #ffffff;">99.3</font></td>
<td style="padding-top: 0pt;background-color: #ffffff; border-bottom: 3px double #ffffff;"><img src="spacer.gif" height="1" width="2"></td>
<td style="font-size: 9pt; color: #000000; border-bottom: 3px double #ffffff;padding-left: 0pt; text-indent: 0pt;padding-top: 0pt; background-color: #ffffff;" align="left" valign="top" colspan="3"><font style="font-family: serif; font-size: 9pt; color: #000000; font-weight: normal; font-style: normal;background-color: #ffffff;">Press Release
dated November 8, 2005, titled "JetBlue Announces Exercise
of<br> Underwriters' Common Stock Over-Allotment
Option".</font></td>
</tr>
<tr>
<td><img src="spacer.gif" height="10" width="1"></td>
</tr>
</table>
</div>
</div>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt; text-align: center; width: 456pt;">2</p>
<br>
<hr width="760" style="padding-left: 0pt;" align="left">
<br>






<page>
<p style="font-family:serif;font-weight:bold;color:#000000;font-size:10pt;  width: 456pt; text-align: center; font-style: normal; line-height: 12pt; padding-top: 12pt; padding-left:0pt; padding-right:0pt; margin: 0pt; text-indent: 0pt; padding-bottom: 0pt; background-color: #ffffff;">SIGNATURE</p>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top:12pt; padding-left:0pt; padding-right:0pt; padding-bottom: 0pt; margin: 0pt; text-indent: 0pt; background-color: #ffffff">Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.</p>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top:12pt; padding-left:0pt; padding-right:0pt; padding-bottom: 0pt; margin: 0pt; text-indent: 228pt; background-color: #ffffff">
<b>JETBLUE AIRWAYS
CORPORATION</b>
</p>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top:24pt; padding-left:0pt; padding-right:0pt; padding-bottom: 6pt; margin: 0pt; text-indent: 0pt; background-color: #ffffff">Date: November 9, 2005<font style="letter-spacing: 120pt;">&nbsp;&nbsp;</font>By:
<u>/s/ HOLLY
NELSON&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u>
</p>
<div style="width: 593;">
<table border="0" cellpadding="0" cellspacing="0" width="593">
<tr>
<td style="font-family: serif; font-size: 10pt; color: #000000; font-weight: normal; font-style: normal; padding-top: 0;" valign="top" align="left" width="325"><img src="spacer.gif" height="1" width="325"></td>
<td style="font-family: serif; font-size: 10pt; color: #000000; font-weight: normal; font-style: normal; padding-top: 0;" valign="top" align="left"><font style="font-weight: normal; font-style: italic">Vice
President and Controller<br>(Principal Accounting
Officer)</font></td>
</tr>
</table>
</div>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt; text-align: center; width: 456pt;">3</p>
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<page>
<p style="font-family:serif;font-weight:bold;color:#000000;font-size:10pt;  width: 456pt; text-align: center; font-style: normal; line-height: 12pt; padding-top: 12pt; padding-left:0pt; padding-right:0pt; margin: 0pt; text-indent: 0pt; padding-bottom: 6pt; background-color: #ffffff;">EXHIBIT INDEX</p>
<img src="spacer.gif" height="10" width="1"><br>
<div style="border: 1px solid #FFFFFF; width: 602px; padding-top: 12px" align="left">
<div style="padding:0;margin:0;text-align:center">
<table cellpadding="0" cellspacing="0" border="0" width="602" bgcolor="#ffffff">
<tr>
<td><img src="spacer.gif" height="1" width="1"></td>
<td><img src="spacer.gif" height="1" width="42"></td>
<td><img src="spacer.gif" height="1" width="1"></td>
<td><img src="spacer.gif" height="1" width="6"></td>
<td><img src="spacer.gif" height="1" width="1"></td>
<td><img src="spacer.gif" height="1" width="414"></td>
<td><img src="spacer.gif" height="1" width="1"></td>
</tr>
<tr>
<td style="font-size: 8pt; color: #000000; border-bottom: 1px solid #000000 ;padding-top: 10pt; background-color: #ffffff;" align="center" valign="bottom" colspan="3"><font style="font-family: serif; font-size: 8pt; color: #000000; font-weight: bold; font-style: normal;background-color: #ffffff;">Exhibit<br>
Number</font></td>
<td style="padding-top: 10pt;background-color: #ffffff; border-bottom: 1px solid #ffffff;"><img src="spacer.gif" height="1" width="2"></td>
<td style="font-size: 8pt; color: #000000; border-bottom: 1px solid #000000 ;padding-top: 10pt; background-color: #ffffff;" align="center" valign="bottom" colspan="3"><font style="font-family: serif; font-size: 8pt; color: #000000; font-weight: bold; font-style: normal;background-color: #ffffff;">Description</font></td>
</tr>
<tr>
<td style="font-size: 10pt; color: #000000; border-bottom: 3px double #ffffff;padding-left: 10pt; text-indent: -10pt;padding-top: 0pt; background-color: #cceeff;" align="center" valign="top" colspan="3"><font style="font-family: serif; font-size: 10pt; color: #000000; font-weight: normal; font-style: normal;background-color: #cceeff;">1</font></td>
<td style="padding-top: 0pt;background-color: #cceeff; border-bottom: 3px double #ffffff;"><img src="spacer.gif" height="1" width="2"></td>
<td style="font-size: 10pt; color: #000000; border-bottom: 3px double #ffffff;padding-left: 0pt; text-indent: 0pt;padding-top: 0pt; background-color: #cceeff;" align="left" valign="bottom" colspan="3"><font style="font-family: serif; font-size: 10pt; color: #000000; font-weight: normal; font-style: normal;background-color: #cceeff;">Underwriting
Agreement, dated November 7, 2005, among JetBlue Airways Corporation
and Morgan Stanley &amp; Co. Incorporated and Raymond James &amp;
Associates, Inc.</font></td>
</tr>
<tr>
<td style="font-size: 10pt; color: #000000; border-bottom: 3px double #ffffff;padding-left: 10pt; text-indent: -10pt;padding-top: 10pt; background-color: #ffffff;" align="center" valign="top" colspan="3"><font style="font-family: serif; font-size: 10pt; color: #000000; font-weight: normal; font-style: normal;background-color: #ffffff;">99.1</font></td>
<td style="padding-top: 10pt;background-color: #ffffff; border-bottom: 3px double #ffffff;"><img src="spacer.gif" height="1" width="2"></td>
<td style="font-size: 10pt; color: #000000; border-bottom: 3px double #ffffff;padding-left: 0pt; text-indent: 0pt;padding-top: 10pt; background-color: #ffffff;" align="left" valign="bottom" colspan="3"><font style="font-family: serif; font-size: 10pt; color: #000000; font-weight: normal; font-style: normal;background-color: #ffffff;">Press Release dated
November 7, 2005, titled "JetBlue Announces Common Stock
Offering".</font></td>
</tr>
<tr>
<td style="font-size: 10pt; color: #000000; border-bottom: 3px double #ffffff;padding-left: 10pt; text-indent: -10pt;padding-top: 10pt; background-color: #cceeff;" align="center" valign="top" colspan="3"><font style="font-family: serif; font-size: 10pt; color: #000000; font-weight: normal; font-style: normal;background-color: #cceeff;">99.2</font></td>
<td style="padding-top: 10pt;background-color: #cceeff; border-bottom: 3px double #ffffff;"><img src="spacer.gif" height="1" width="2"></td>
<td style="font-size: 10pt; color: #000000; border-bottom: 3px double #ffffff;padding-left: 0pt; text-indent: 0pt;padding-top: 10pt; background-color: #cceeff;" align="left" valign="bottom" colspan="3"><font style="font-family: serif; font-size: 10pt; color: #000000; font-weight: normal; font-style: normal;background-color: #cceeff;">Press Release
dated November 7, 2005, titled "JetBlue Announces Pricing
of Common Stock
Offering".</font></td>
</tr>
<tr>
<td style="font-size: 10pt; color: #000000; border-bottom: 3px double #ffffff;padding-left: 10pt; text-indent: -10pt;padding-top: 10pt; background-color: #ffffff;" align="center" valign="top" colspan="3"><font style="font-family: serif; font-size: 10pt; color: #000000; font-weight: normal; font-style: normal;background-color: #ffffff;">99.3</font></td>
<td style="padding-top: 10pt;background-color: #ffffff; border-bottom: 3px double #ffffff;"><img src="spacer.gif" height="1" width="2"></td>
<td style="font-size: 10pt; color: #000000; border-bottom: 3px double #ffffff;padding-left: 0pt; text-indent: 0pt;padding-top: 10pt; background-color: #ffffff;" align="left" valign="bottom" colspan="3"><font style="font-family: serif; font-size: 10pt; color: #000000; font-weight: normal; font-style: normal;background-color: #ffffff;">Press Release
dated November 8, 2005, titled "JetBlue Announces Exercise
of Underwriters' Common Stock Over-Allotment
Option".</font></td>
</tr>
<tr>
<td><img src="spacer.gif" height="10" width="1"></td>
</tr>
</table>
</div>
</div>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt; text-align: center; width: 456pt;">4</p>
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<PRE>
<PAGE>

                                                                       Exhibit 1

                                7,500,000 Shares

                           JETBLUE AIRWAYS CORPORATION

                    Common Stock (par value $0.01 per share)

                             UNDERWRITING AGREEMENT

NOVEMBER 7, 2005

<PAGE>

                                                                November 7, 2005

Morgan Stanley & Co. Incorporated
Raymond James & Associates, Inc.

c/o Morgan Stanley & Co. Incorporated
    1585 Broadway
    New York, New York 10036

Ladies and Gentlemen:

          JETBLUE AIRWAYS CORPORATION, a Delaware corporation (the "COMPANY"),
proposes to issue and sell to the several underwriters named in Schedule I
hereto (the "UNDERWRITERS"), subject to the terms and conditions set forth
herein, an aggregate of 7,500,000 shares (the "Firm Shares") of its common
stock, par value $.01 per share (the "COMMON STOCK"). The Company also proposes
to issue and sell to the several Underwriters not more than an additional
1,125,000 shares of its Common Stock (the "ADDITIONAL SHARES") if and to the
extent that Morgan Stanley & Co. Incorporated ("MORGAN STANLEY"), as
representative of the several Underwriters, shall have determined to exercise,
on behalf of the Underwriters, the right to purchase such shares of Common Stock
granted to the Underwriters in Section 2 hereof. The Firm Shares and the
Additional Shares are hereinafter collectively referred to as the "SHARES."
Subject to the terms and conditions set forth herein, the Underwriters agree to
purchase from the Company, severally and not jointly, the respective number of
shares of Common Stock set forth in Schedule I opposite their names at the
purchase price set forth herein.

          The Company has filed with the Securities and Exchange Commission (the
"COMMISSION") two shelf registration statements on Form S-3: (i) Registration
Statement No. 333-109546 (the "FIRST REGISTRATION STATEMENT") and (ii)
Registration Statement No. 333-119549 (the "SECOND REGISTRATION STATEMENT")
constituting a post-effective amendment no. 1 to the First Registration
Statement, each relating to certain classes of securities (such registration
statements, including the exhibits thereto and the documents filed by the
Company with the Commission pursuant to the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder
(collectively, the "EXCHANGE ACT") that are incorporated by reference therein,
as amended at the date hereof, being herein referred to as the "REGISTRATION
STATEMENTS") and the offering thereof from time to time in accordance with Rule
415 of the Securities Act of 1933, as amended, and the rules and regulations of
the Commission thereunder (collectively, the "SECURITIES ACT"). The term "BASIC
PROSPECTUS" means the prospectus relating to common stock included in the
Registration Statements. As provided in Section 3, a prospectus supplement
reflecting the terms of the public offering of the Shares

<PAGE>

contemplated hereby and the other matters set forth therein has been prepared
and will be filed together with the Basic Prospectus referred to below pursuant
to Rule 424(b) ("RULE 424(B)") under the rules and regulations of the Commission
under the Securities Act (such prospectus supplement, in the form first filed on
or after the date hereof pursuant to Rule 424(b), is herein referred to as the
"PROSPECTUS SUPPLEMENT"). The term "PROSPECTUS" means the Basic Prospectus
together with the Prospectus Supplement. The term "PRELIMINARY PROSPECTUS" means
a preliminary prospectus supplement specifically relating to the Shares,
together with the Basic Prospectus. As used herein, the terms "BASIC
PROSPECTUS", "PROSPECTUS" and "PRELIMINARY PROSPECTUS" shall include in each
case the documents incorporated by reference therein. The terms "SUPPLEMENT,"
"AMENDMENT" and "AMEND" as used herein shall include all documents deemed to be
incorporated by reference in the Prospectus that are filed subsequent to the
date of the Basic Prospectus by the Company with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT").

          1. Representations and Warranties.
          The  Company  represents  and  warrants to and agrees with each of the
     Underwriters that:

          (a) The Registration Statements have become effective; no stop order
     suspending the effectiveness one or both of the Registration Statements is
     in effect, and no proceedings for such purpose are pending before or, to
     the knowledge of the Company, threatened by the Commission.

          (b) (i) Each document, if any, filed or to be filed pursuant to the
     Exchange Act, and incorporated by reference in the Prospectus complied or
     will comply when so filed, in all material respects with the Exchange Act
     and the applicable rules and regulations of the Commission thereunder; (ii)
     each Registration Statement, when it became effective, did not contain and,
     as amended or supplemented, if applicable, will not contain any untrue
     statement of a material fact or omit to state a material fact required to
     be stated therein or necessary to make the statements therein not
     misleading; (iii) the Registration Statements and the Prospectus comply
     and, as amended or supplemented, if applicable, will comply in all material
     respects with the Securities Act and the applicable rules and regulations
     of the Commission thereunder; and (iv) the Prospectus does not contain and,
     as amended or supplemented, if applicable, will not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements therein, in the light of the circumstances under which
     they were made, not misleading, except that the representations and
     warranties set forth in this paragraph do not apply (A) to statements or
     omissions in the Registration Statements or the Prospectus based upon
     information relating to any Underwriter furnished to the Company in writing
     by such Underwriter through Morgan Stanley expressly for use therein or (B)
     to that part of the Registration Statements that constitutes the Statement
     of Eligibility of any trustee under the Trust Indenture Act of 1939, as
     amended (the "TRUST INDENTURE ACT"), on Form T-1.

          (c) The Company has been duly incorporated, is validly existing as a
     corporation in good standing under the laws of the jurisdiction of its
     incorporation, has the corporate power and authority to own its property
     and to conduct its business as described in the Prospectus and is duly
     qualified to transact business and is in good


                                       -2-

<PAGE>

     standing in each jurisdiction in which the conduct of its business or its
     ownership or leasing of property requires such qualification, except to the
     extent that the failure to be so qualified or be in good standing would not
     have a material adverse effect on the Company and its subsidiaries, taken
     as a whole.

          (d) Each of the Company's subsidiaries has been duly organized, is
     validly existing as a corporation or limited liability company, as the case
     may be, in good standing under the laws of the jurisdiction of its
     incorporation or organization, has the power and authority to own its
     property and to conduct its business as described in the Prospectus and is
     duly qualified to transact business and is in good standing in each
     jurisdiction in which the conduct of its business or its ownership or
     leasing of property requires such qualification, except to the extent that
     the failure to be so qualified or be in good standing would not have a
     material adverse effect on the Company and its subsidiaries, taken as a
     whole; all of the issued shares of capital stock or membership interests,
     as the case may be, of the Company's subsidiaries have been duly and
     validly authorized and issued, are fully paid and non-assessable and are
     owned directly or indirectly by the Company, free and clear of all liens,
     encumbrances, equities or claims.

          (e) This Agreement has been duly authorized, executed and delivered by
     the Company.

          (f) The Company has an authorized capitalization as set forth in the
     Prospectus and all of the issued and outstanding shares of capital stock of
     the Company have been duly and validly authorized and issued, are fully
     paid and non-assessable and conform in all material respects to the
     description thereof contained under the captions "Summary" in the
     Prospectus Supplement and "Description of Common and Preferred Stock" in
     the Basic Prospectus.

          (g) The Shares to be sold by the Company have been duly authorized
     and, when issued and delivered in accordance with the terms of this
     Agreement, will be validly issued, fully paid and non-assessable, and the
     issuance of such Shares will not be subject to any preemptive or similar
     rights.

          (h) The execution and delivery by the Company of, and the performance
     by the Company of its obligations under, this Agreement will not contravene
     any provision of applicable law or the certificate of incorporation or
     by-laws of the Company or any agreement or other instrument binding upon
     the Company or any of its subsidiaries that is material to the Company and
     its subsidiaries, taken as a whole, or any judgment, order or decree of any
     governmental body, agency or court having jurisdiction over the Company or
     any of its subsidiaries, and no consent, approval, authorization or order
     of, or qualification with, any governmental body or agency is required for
     the performance by the Company of its obligations under this Agreement,
     except such as may be required by the securities or Blue Sky laws of the
     various states in connection with the offer and sale of the Shares.

          (i) There has not occurred any material adverse change, or any
     development reasonably likely to involve a material adverse change, in the
     condition, financial or


                                       -3-

<PAGE>

     otherwise, or in the earnings, business or operations of the Company and
     its subsidiaries, taken as a whole, from that set forth in the Prospectus
     (exclusive of any amendments or supplements thereto subsequent to the date
     of this Agreement).

          (j) There are no legal or governmental proceedings pending or, to the
     knowledge of the Company, threatened to which the Company or any of its
     subsidiaries is a party or to which any of the properties of the Company or
     any of its subsidiaries is subject that are required to be described in the
     Registration Statements or the Prospectus and are not so described or any
     statutes, regulations, contracts or other documents that are required to be
     described in the Registration Statements or the Prospectus or to be filed
     as exhibits to the Registration Statements that are not described or filed
     as required.

          (k) Each preliminary prospectus filed as part of the registration
     statements as originally filed or as part of any amendment thereto, or
     filed pursuant to Rule 424 under the Securities Act, complied when so filed
     in all material respects with the Securities Act and the applicable rules
     and regulations of the Commission thereunder.

          (l) The Company is not and, after giving effect to the offering and
     sale of the Shares and the application of the proceeds thereof as described
     in the Prospectus, will not be required to register as an "investment
     company" as such term is defined in the Investment Company Act of 1940, as
     amended.

          (m) The Company and its subsidiaries (i) are in compliance with any
     and all applicable foreign, federal, state and local laws and regulations
     relating to the protection of human health and safety, the environment or
     hazardous or toxic substances or wastes, pollutants or contaminants
     ("ENVIRONMENTAL LAWS"), (ii) have received all permits, licenses or other
     approvals required of them under applicable Environmental Laws to conduct
     their businesses, and (iii) are in compliance with all terms and conditions
     of any such permit, license or approval, except where any such
     noncompliance with Environmental Laws, failure to receive required permits,
     licenses or other approvals or failure to comply with the terms and
     conditions of such permits, licenses or approvals would not, singly or in
     the aggregate, have a material adverse effect on the Company and its
     subsidiaries, taken as a whole.

          (n) To the knowledge of the Company, there are no costs or liabilities
     associated with Environmental Laws (including, without limitation, any
     capital or operating expenditures required for clean-up, closure of
     properties or compliance with Environmental Laws or any permit, license or
     approval, any related constraints on operating activities and any potential
     liabilities to third parties) which would, singly or in the aggregate, have
     a material adverse effect on the Company and its subsidiaries, taken as a
     whole.

          (o) There are no contracts, agreements or understandings between the
     Company and any person granting such person the right to require the
     Company to file a registration statement under the Securities Act with
     respect to any securities of the Company (except as otherwise disclosed in
     the Registration Statements) or to require the


                                       -4-

<PAGE>

     Company to include such securities with the Shares registered pursuant to
     the Registration Statements (except those rights that have been waived).

          (p) Subsequent to the date of the Prospectus, (i) neither the Company
     nor any of its subsidiaries has incurred any material liability or
     obligation, direct or contingent, or entered into any material transaction,
     in each case, not in the ordinary course of business or as described in or
     as contemplated by the Prospectus (including, without limitation, aircraft
     acquisitions or financing so described in or contemplated by the
     Prospectus); (ii) the Company has not purchased any of its outstanding
     capital stock, nor declared, paid or otherwise made any dividend or
     distribution of any kind on its capital stock (other than repurchases of
     unvested shares of the Company's capital stock pursuant to its equity
     incentive plans); (iii) there has not been any material change in the
     capital stock, short-term debt or long-term debt of the Company except in
     each case as described in or contemplated by the Prospectus (including,
     without limitation, aircraft financing and equity incentive plan grants so
     described in or contemplated by the Prospectus); and (iv) there has been no
     prohibition or suspension of the operation of the Company's aircraft,
     including as a result of action taken by the Federal Aviation
     Administration or the Department of Transportation.

          (q) Each of the Company and its subsidiaries has good and marketable
     title in fee simple to all real property and good and marketable title to
     all personal property owned by it which is material to the business of the
     Company and its subsidiaries, in each case free and clear of all liens,
     encumbrances and defects except liens and encumbrances on aircraft,
     aircraft engines and other aircraft-related equipment of the Company and
     such other liens, encumbrances and defects as are described in or
     contemplated by the Prospectus or such as do not materially affect the
     value of such property or do not interfere with the use made and proposed
     to be made of such property by the Company or its subsidiaries; and any
     real property and buildings held under lease by the Company or any of its
     subsidiaries are held by it under valid, subsisting and enforceable leases
     with such exceptions as are not material and do not interfere with the use
     made and proposed to be made of such property and buildings by the Company
     or its subsidiaries, in each case except as described in or contemplated by
     the Prospectus.

          (r) (i) Each of the Company and its subsidiaries possesses such
     permits, licenses, approvals, consents and other authorizations
     (collectively "GOVERNMENT LICENSES") issued by the appropriate federal,
     state, local or foreign regulatory agencies or bodies, including the
     Department of Transportation, the Federal Aviation Administration or the
     Federal Communications Commission necessary to conduct the business now
     operated by it; (ii) each of the Company and its subsidiaries is in
     compliance with the terms and conditions of all such Governmental Licenses,
     except where the failure so to comply would not, singly or in the
     aggregate, have a material adverse effect on the Company and its
     subsidiaries, taken as a whole; (iii) all of the Government Licenses are
     valid and in full force, except when the invalidity of such Governmental
     Licenses or the failure of such Governmental Licenses to be in full force
     and effect would not have a material adverse effect on the Company and its
     subsidiaries, taken as a whole; and (iv) the Company has not received any
     notice of proceedings relating to the revocation or modification of any
     such Governmental Licenses which, singly or in the aggregate, is


                                       -5-

<PAGE>

     reasonably likely to have a material adverse effect on the Company and its
     subsidiaries, taken as a whole.

          (s) Except as described in or contemplated by the Prospectus, no
     material labor dispute with the employees of the Company or its
     subsidiaries exists or, to the knowledge of the Company, is imminent; and
     the Company is not aware, but without any independent investigation or
     inquiry, of any existing, threatened or imminent labor disturbance by the
     employees of any of its principal suppliers, manufacturers or contractors
     that could result in any material adverse change in the condition,
     financial or otherwise, or in the earnings, business or operations of the
     Company and its subsidiaries, taken as a whole.

          (t) The Company is insured by insurers of recognized financial
     responsibility against such losses and risks and in such amounts as are
     customary in the businesses in which it is engaged; the Company has not
     been refused any insurance coverage sought or applied other than in
     connection with instances where the Company was seeking to obtain insurance
     coverage at more attractive rates; and the Company has no reason to believe
     that it will not be able to renew its existing insurance coverage as and
     when such coverage expires or to obtain similar coverage from similar
     insurers as may be necessary to continue its business at a cost that would
     not have a material adverse effect on the Company and its subsidiaries,
     taken as a whole, except as described in or contemplated by the Prospectus.

          (u) Except as described in or contemplated by the Prospectus, the
     Company maintains a system of internal accounting controls sufficient to
     provide reasonable assurance that (i) transactions are executed in
     accordance with management's general or specific authorizations in all
     material respects and (ii) transactions are recorded as necessary to permit
     preparation of financial statements in conformity with generally accepted
     accounting principles and to maintain asset accountability.

          (v) The Company (i) is an "air carrier" within the meaning of 49
     U.S.C. Section 40102(a); (ii) holds an air carrier operating certificate
     issued by the Secretary of Transportation pursuant to Chapter 447 of Title
     49 of the United States Code for aircraft capable of carrying 10 or more
     individuals or 6,000 pounds or more of cargo; and (iii) is a "citizen of
     the United States" as defined in 49 U.S.C. Section 401102.

          2. Agreements to Sell and Purchase.
          The Company  hereby  agrees to sell to the several  Underwriters,  and
     each  Underwriter,  upon the basis of the  representations  and  warranties
     herein contained, but subject to the conditions hereinafter stated, agrees,
     severally  and not  jointly,  to purchase  from the Company the  respective
     numbers of Shares set forth in  Schedule  I hereto  opposite  its name at $
     17.75 a share (the "PURCHASE PRICE") plus accrued dividends, if any, to the
     Closing Date.

          On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company agrees to sell
to the Underwriters the Additional Shares, and the Underwriters shall have a
one-time right to purchase, severally and not jointly, up to 1,125,000
Additional Shares at the Purchase Price. If Morgan Stanley, on


                                       -6-

<PAGE>

behalf of the Underwriters, elects to exercise such option, Morgan Stanley shall
so notify the Company in writing not later than 30 days after the date of this
Agreement, which notice shall specify the number of Additional Shares to be
purchased by the Underwriters and the date on which such shares are to be
purchased. Such purchase date may be the same as the Closing Date (as defined
below) but not earlier than the Closing Date nor later than ten business days
after the date of such notice. Additional Shares may be purchased as provided in
Section 4 hereof solely for the purpose of covering over-allotments made in
connection with the offering of the Firm Shares. If any Additional Shares are to
be purchased, each Underwriter agrees, severally and not jointly, to purchase
the number of Additional Shares (subject to such adjustments to eliminate
fractional shares as may be determined by Morgan Stanley) that bears the same
proportion to the total number of Additional Shares to be purchased as the
number of Firm Shares set forth in Schedule I hereto opposite the name of such
Underwriter bears to the total number of Firm Shares.

          To induce the Underwriters to continue their efforts in connection
with the Public Offering (as defined below), the Company hereby agrees that,
without the prior written consent of Morgan Stanley, it will not, during the
period ending 90 days after November 7, 2005, which is the date of the
Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, lend, or otherwise
transfer or dispose of, directly or indirectly, any shares of Common Stock or
any securities convertible into or exercisable or exchangeable for Common Stock;
(2) file any registration statement with the Commission relating to the offering
of any shares of Common Stock or any securities convertible into or exercisable
or exchangeable for Common Stock or (3) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences
of ownership of the Common Stock, whether any such transaction described in
clause (1), (2) or (3) above is to be settled by delivery of Common Stock or
such other securities, in cash or otherwise. The foregoing sentence shall not
apply to (a) the sale of any Shares to the Underwriters pursuant to this
Agreement, (b) transactions relating to shares of Common Stock or other
securities acquired in open market transactions after the completion of the
Public Offering, (c) the issuance by the Company of shares of Common Stock upon
the exercise of an option or warrant or the conversion of a security outstanding
on the date hereof, including, without limitation, upon conversion of the
Company's 3 1/2% Convertible Notes due 2033 (the "Convertible Notes") or the
Company's 3 3/4% Convertible Debentures due 2035, and as described in or
contemplated by the Prospectus, (d) the filing by the Company of any
post-effective amendments to its registration statement on Form S-3 or any
supplements to the prospectus included therein relating to the Convertible Notes
and the shares of Common Stock issuable upon conversion thereof (Registration
Statement No. 333-108616); (e) the issuance by the Company of any shares of
Common Stock or options or other rights to employees of the Company on or after
the date hereof pursuant to the Company's equity incentive plans as described in
or contemplated by the Prospectus and the issuance by the Company of shares of
Common Stock upon the exercise of any such options or the vesting of any such
other rights, (f) the filing by the Company of a shelf registration statement
with the Commission for the sale of securities only by the Company, provided
that securities are not offered or sold pursuant thereto during such 90-day
period, or (g) any securities issued or issuable in connection with the
Company's stockholders rights plan.


                                       -7-

<PAGE>

          3. Terms of Public Offering.
     The Company is advised by the Underwriters that the Underwriters propose to
make a public offering of their respective portions of the Shares, as soon after
the  Registration  Statements  and this  Agreement  become  effective  as in the
Underwriters'  judgment is  advisable  (the "PUBLIC  OFFERING").  The Company is
further  advised  by the  Underwriters  that the Shares are to be offered to the
public  initially at $ 18.00 a share (the "PUBLIC  OFFERING PRICE") plus accrued
dividends, if any, to the Closing Date.

          The Company acknowledges and agrees that the Underwriters are acting
solely in the capacity of an arm's length contractual counterparty to the
Company with respect to the offering of Shares contemplated hereby (including in
connection with determining the terms of the Public Offering) and not as a
financial advisor or a fiduciary to, or an agent of, the Company or any other
person. Additionally, the Underwriters are not advising the Company or any other
person as to any legal, tax, investment, accounting or regulatory matters in any
jurisdiction with respect to the Public Offering or the process leading thereto
(irrespective of whether the Underwriters have advised or are advising the
Company on other matters). The Underwriters advise that they and their
affiliates are engaged in a broad range of securities and financial services and
that they and their affiliates may enter into contractual relationships with
purchasers or potential purchasers of the Company's securities, and that some of
these services or relationships may involve interests that differ from those of
the Company and need not be disclosed to the Company, unless otherwise required
by law. The Company has consulted with its own advisors concerning such matters
and shall be responsible for making its own independent investigation and
appraisal of the transactions contemplated hereby, and the Underwriters shall
have no responsibility or liability to the Company or any other person with
respect thereto. Any review by the Underwriters of the Company, the transactions
contemplated hereby or other matters relating to such transactions will be
performed solely for the benefit of the Underwriters and shall not be on behalf
of the Company. The Company waives, to the fullest extent permitted by law, any
claims it may have against the Underwriters for breach of fiduciary duty or
alleged breach of fiduciary duty and agrees that the Underwriters shall have no
liability (whether direct or indirect) to the Company in respect of such a
fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf
of or in right of the Company, including stockholders, employees or creditors of
the Company.

          4. Payment and Delivery.
     Payment  for the Firm  Shares  shall be made to the  Company  in Federal or
other funds  immediately  available  in New York City  against  delivery of such
Shares for the respective  accounts of the several  Underwriters  at 10:00 a.m.,
New York City time,  on November 10, 2005,  or at such other time on the same or
such other date,  not later than  November 17, 2005,  as shall be  designated in
writing by the  Underwriters.  The time and date of such payment are hereinafter
referred to as the "CLOSING DATE."

          Payment for any Additional Shares shall be made to the Company in
Federal or other funds immediately available in New York City against delivery
of such Additional Shares for the respective accounts of the several
Underwriters at 10:00 a.m., New York City time, on the date specified in the
notice described in Section 2 or at such other time on the same or on such other
date, in any event not later than December 7, 2005, as shall be designated in
writing by the Underwriters. The time and date of such payment are hereinafter
referred to as the "OPTION CLOSING DATE."


                                       -8-

<PAGE>

          The Firm Shares and Additional Shares shall be in book-entry form and
registered in such names and in such denominations as the Underwriters shall
request in writing not later than one full business day prior to the Closing
Date or the Option Closing Date, as the case may be. The Firm Shares and
Additional Shares shall be delivered to the Underwriters on the Closing Date or
the Option Closing Date, as the case may be, for the respective accounts of the
several Underwriters, with any transfer taxes payable in connection with the
transfer of the Shares to the Underwriters duly paid, against payment of the
Purchase Price therefor.

          5. Conditions to the Underwriters' Obligations.
     The obligations of the Company to sell the Shares to the  Underwriters  and
the several  obligations of the  Underwriters to purchase and pay for the Shares
on  the  Closing  Date  are  subject  to the  condition  that  the  Registration
Statements shall have become effective prior to the date hereof, is effective on
the date hereof and shall be  effective  on the  Closing  Date and on the Option
Closing Date.

          The several obligations of the Underwriters are subject to the
following further conditions:

          (a) Subsequent to the execution and delivery of this Agreement and
     prior to the Closing Date, there shall not have occurred any change, or any
     development reasonably likely to involve a change, in the condition,
     financial or otherwise, or in the earnings, business or operations of the
     Company and its subsidiaries, taken as a whole, from that set forth in the
     Prospectus (exclusive of any amendments or supplements thereto subsequent
     to the date of this Agreement) that, in the Underwriters' judgment, is
     material and adverse and that makes it, in the Underwriters' judgment,
     impracticable to market the Shares on the terms and in the manner
     contemplated in the Prospectus.

          (b) The Underwriters shall have received on the Closing Date a
     certificate, dated the Closing Date and signed, on behalf of the Company,
     by an executive officer of the Company, to the effect that the
     representations and warranties of the Company contained in this Agreement
     are true and correct as of the Closing Date and that the Company has
     complied in all material respects with all of the agreements and satisfied
     in all material respects all of the conditions on its part to be performed
     or satisfied hereunder on or before the Closing Date. The officer signing
     and delivering such certificate may rely upon the best of his or her
     knowledge as to proceedings threatened.

          (c) The Underwriters shall have received on the Closing Date an
     opinion of Nixon Peabody LLP, outside counsel for the Company, dated the
     Closing Date, to the effect that:

               (i) the Company has been duly incorporated, is validly existing
          as a corporation in good standing under the laws of the jurisdiction
          of its incorporation, has the corporate power and authority to own its
          property and to conduct its business as described in the Prospectus
          and (based solely on an examination of certificates of government
          officials and agencies) is duly qualified to transact business and is
          in good standing in each jurisdiction set forth in Schedule I to such
          opinion, except where the failure to be so qualified or be in


                                       -9-

<PAGE>

          good standing would not have a material adverse effect on the Company
          and its subsidiaries, taken as whole;

               (ii) each U.S. subsidiary of the Company has been duly
          incorporated or organized, as the case may be, is validly existing as
          a corporation or limited liability company in good standing under the
          laws of the jurisdiction of its incorporation or organization, has the
          power and authority to own its property and to conduct its business as
          described in the Prospectus, and (based solely on an examination of
          certificates of government officials and agencies) is duly qualified
          to transact business and is in good standing in each jurisdiction set
          forth in Schedule I to such opinion, except where the failure to be so
          qualified or be in good standing would not have a material adverse
          effect on the Company and its subsidiaries, taken as whole;

               (iii) the authorized capital stock of the Company conforms as to
          legal matters in all material respects to the description thereof
          contained under the captions "Summary--Recent Developments--Stock
          Split" in the Prospectus Supplement and "Description of Common and
          Preferred Stock" in the Basic Prospectus;

               (iv) the shares of capital stock of the Company outstanding prior
          to the issuance of the Shares have been duly authorized and are
          validly issued, and to the knowledge of such counsel, fully paid and
          non-assessable;

               (v) all of the issued shares of capital stock or membership
          interests, as the case may be, of each U.S. subsidiary of the Company
          have been duly and validly authorized and issued, and to the knowledge
          of such counsel, are fully paid and non-assessable and are owned
          directly or indirectly by the Company, free and clear of any security
          interest or adverse claim (as defined in Article 8 of the Uniform
          Commercial Code) other than transfer restrictions in organizational
          documents of such subsidiary and foreign ownership restrictions under
          applicable law, rules and regulations;

               (vi) the Shares have been duly authorized and, when issued and
          delivered in accordance with the terms of this Agreement, will be
          validly issued, fully paid and non-assessable, and the issuance of
          such Shares will not be subject to any preemptive or similar rights
          arising by virtue of the certificate of incorporation or bylaws of the
          Company or the General Corporation Law of the State of Delaware (the
          "DGCL") and, to the knowledge of such counsel, any agreement to which
          the Company is bound, that have not been waived;

               (vii) this Agreement has been duly authorized, executed and
          delivered by the Company;

               (viii) except for such conflicts or violations, when considered
          alone or taken together with all other conflicts or violations, would
          not have a material adverse effect on the Company and its
          subsidiaries, taken as a whole, the


                                      -10-

<PAGE>

          execution and delivery by the Company of this Agreement does not, and
          the performance by the Company of its obligations under this Agreement
          will not, conflict with or violate any provision of the certificate of
          incorporation or by-laws of the Company, any agreement or other
          instrument set forth in Schedule II to such opinion, or, to the
          knowledge of such counsel, any judgment, order or decree of any
          governmental body, agency or court having jurisdiction over the
          Company or any of its subsidiaries and applicable to the Company, its
          subsidiaries or their properties, or any law which in such counsel's
          experience is normally applicable to transactions of the type
          contemplated by this Agreement; and, except for those which have been
          obtained under the Securities Act and the Exchange Act and such as may
          be required by applicable state and local securities laws, no consent,
          approval, authorization or order of, or qualification with, any
          governmental body or agency is required for the performance by the
          Company of its obligations under this Agreement;

               (ix) the statements (A) in the Prospectus under the captions
          "Description of Common and Preferred Stock" and "Underwriting" (except
          for matters relating to price stabilization, short positions and
          passive market making activities, as to which such counsel need not
          express any opinion) and (B) in the Registration Statements in Item
          15, in each case insofar as such statements constitute summaries of
          the legal matters, documents or proceedings referred to therein,
          fairly present, in all material respects, the information called for,
          with respect to such legal matters, documents and proceedings and
          fairly summarize the matters referred to therein;

               (x) the Company is not and, after giving effect to the offering
          and sale of the Shares and the application of the proceeds thereof as
          described in the Prospectus, will not be required to register as an
          "investment company" as such term is defined in the Investment Company
          Act of 1940, as amended;

               (xi) each of the Registration Statements, as of its respective
          effective date, and the Prospectus, as of the date thereof, except for
          financial statements, notes thereto and schedules and other financial,
          numerical, statistical and accounting information and data included or
          incorporated by reference therein or omitted therefrom, and that part
          of the Registration Statements that constitutes the Form T-1
          heretofore referred to (collectively, "EXCLUDED INFORMATION"), as to
          which such counsel need not express any opinion, appears, on its face,
          to be appropriately responsive, in all material respects, with the
          requirements of the Securities Act and the applicable rules and
          regulations of the Commission thereunder; and

               (xii) each document filed pursuant to the Exchange Act and
          incorporated by reference in the Registration Statements and the
          Prospectus (except for Excluded Information, as to which such counsel
          need not express any opinion), on the date such document was filed
          with the Commission, complied as to form in all material respects with
          the requirements of the Exchange Act and the applicable rules and
          regulations of the Commission thereunder.


                                      -11-

<PAGE>

               In addition, such counsel shall deliver a negative assurance
          letter stating that, although such counsel has not undertaken to
          determine independently, and therefore, except for the opinions set
          forth in Section 5(c)(iii), (ix), (xi) and (xii) in such counsel's
          opinion letter, does not assume any responsibility, explicitly or
          implicitly, for, the accuracy, completeness or fairness of the
          statements contained or incorporated by reference in the Registration
          Statements and Prospectus, such counsel has participated in the
          preparation of the Registration Statements and Prospectus, including
          review and discussion of the contents thereof, and that, based upon
          and subject to the foregoing and the other qualifications and
          limitations set forth in such counsel's opinion, nothing has come to
          the attention of such counsel that causes such counsel to believe that
          (i) the Registration Statements and the Prospectus included therein at
          the time the Underwriters became underwriters in respect of the Public
          Offering (except for Excluded Information, as to which such counsel
          need not express any belief) contained any untrue statement of a
          material fact or omitted to state a material fact required to be
          stated therein or necessary to make the statements therein not
          misleading and (ii) the Prospectus (except for Excluded Information,
          as to which such counsel need not express any belief) as of its date
          or as of the Closing Date contained or contains any untrue statement
          of a material fact or omits to state a material fact necessary in
          order to make the statements therein, in the light of the
          circumstances under which they were made, not misleading.

               In giving such opinion and negative assurance letter, counsel for
          the Company may (i) as to matters of fact, rely on certificates of the
          Company or officers of the Company and other information from
          governmental officials, (ii) state that it is opining or stating a
          belief only as to matters of federal and New York law and, with
          respect to the Company and its U.S. corporate subsidiary, the DGCL,
          and, with respect to the Company's U.S. limited liability company
          subsidiary, the Limited Liability Company Law of the State of
          Delaware, and (iii) state that its opinion and belief are based upon
          its participation in the preparation of the Registration Statements
          and Prospectus and review and discussion of the contents thereof, but
          are without independent check or verification, except as specified.

          (d) The Underwriters shall have received on the Closing Date an
     opinion of James G. Hnat, general counsel for the Company, dated the
     Closing Date, to the effect that:

               (i) such counsel does not know of any legal or governmental
          proceedings pending or threatened to which the Company is a party or
          to which any of the properties of the Company is subject that are
          required to be described in the Registration Statements or the
          Prospectus and are not so described or of any statutes, regulations,
          contracts or other documents that are required to be described in the
          Registration Statements or the Prospectus or to be filed as exhibits
          to the Registration Statements that are not described or filed as
          required;


                                      -12-

<PAGE>

               (ii) to such counsel's knowledge, the Company possesses the
          Government Licenses necessary to conduct its commercial airline
          operations as described in the Prospectus and the Company is in
          compliance with the terms and conditions of all such Government
          Licenses, except where the failure to so comply would not, singly or
          in the aggregate, have a material adverse effect on the Company, and
          all of the Government Licenses are valid and in full force and effect,
          except where the invalidity of such Government Licenses or the failure
          of such Governmental Licenses to be in full force and effect would not
          have a material adverse effect on the Company;

               (iii) the statements incorporated by reference into the
          Prospectus from the Company's Annual Report on Form 10-K/A for the
          year ended December 31, 2004, as amended, under the caption "Business
          -- Government Regulation," insofar as such statements constitute
          summaries of legal or regulatory matters, documents or proceedings
          referred to therein are accurate in all material respects and fairly
          summarize the matters referred to therein; and

               (iv) the Company is an "air carrier" and a "citizen of the United
          States" within the meaning of that portion of the United States Code
          comprising those provisions formerly referred to as the Federal
          Aviation Act of 1958, and now primarily codified in Title 49 of the
          United States Code, as amended, and holds an "air carrier operating
          certificate issued by the Secretary of Transportation" within the
          meaning of 11 U.S.C. Section 1110. The statements in the Prospectus
          as to the routes relating to its services which the Company presently
          operates or is authorized to operate are correct in all material
          respects and such routes presently operated are being operated
          pursuant to valid certificates or authorizations issued by the Federal
          Aviation Authority.

               In giving such opinion, such counsel may (i) as to matters of
          fact, rely on certificates of the Company or officers of the Company
          and other information from governmental officials, and (ii) state that
          it is opining only as to matters of federal and New York law and, with
          respect to the Company and its U.S. corporate subsidiary, the DGCL,
          and, with respect to the Company's U.S. limited liability company
          subsidiary, the Limited Liability Company Law of the State of
          Delaware.

          (e) The Underwriters shall have received on the Closing Date an
     opinion of Shearman & Sterling LLP, counsel for the Underwriters, dated the
     Closing Date, (or a letter in the case of the penultimate paragraph of
     Section 5(c)) covering the matters referred to in Sections 5(c)(i) (but
     only as to the Company's jurisdiction of incorporation) 5(c)(vi),
     5(c)(vii), 5(c)(ix) (but only as to the statements in the Prospectus under
     "Description of Common and Preferred Stock" and "Underwriting") and the
     penultimate paragraph of Section 5(c).

          (f) The Underwriters shall have received, on each of the date hereof
     and the Closing Date, a letter dated the date hereof or the Closing Date,
     as the case may be, in form and substance reasonably satisfactory to the
     Underwriters, from Ernst & Young


                                      -13-

<PAGE>

     LLP, independent public accountants, containing statements and information
     of the type ordinarily included in accountants' "comfort letters" to
     underwriters with respect to the financial statements for the years ended
     December 31, 2004, 2003 and 2002 and the three-month and nine-month periods
     ended September 30, 2005 and 2004 and certain financial information
      contained in the Registration Statements and the Prospectus; provided that
     the letter delivered on the Closing Date shall use a "cut-off date" not
     earlier than the date hereof.

          (g) The "lock-up" agreements, each substantially in the form of
     Exhibit A hereto, signed by the directors and officers of the Company
     listed in Schedule II hereto relating to sales and certain other
     dispositions of shares of Common Stock or certain other securities of the
     Company, delivered to the Underwriters on or before the date hereof, shall
     be in full force and effect on the Closing Date.

          (h) The Underwriters shall have received on the Closing Date such
     documents as may be reasonably requested with respect to the good standing
     of the Company, the due authorization and issuance of the Shares, and other
     matters related to the issuance of the Shares.

          The several obligations of the Underwriters to purchase Additional
Shares hereunder are subject to the delivery to the Underwriters on the Option
Closing Date of each of the documents referred to above dated as of the Option
Closing Date (except that insofar as any documents relate to the Shares, they
may be limited to covering only Additional Shares).

          6. Covenants of the Company. In further consideration of the
agreements of the Underwriters herein contained, the Company covenants with each
Underwriter as follows:

          (a) To furnish to Morgan Stanley without charge, five signed copies of
     the Registration Statements (including exhibits thereto) and for delivery
     to the other Underwriter a conformed copy of the Registration Statements
     (without exhibits thereto) and to furnish to each Underwriter in New York
     City, without charge, prior to 10:00 a.m. New York City time on the second
     business day following the date of this Agreement and during the period
     mentioned in Section 6(c) below, as many copies of the Prospectus and any
     supplements and amendments thereto or to the Registration Statements as may
     reasonably be requested by the Underwriters.

          (b) Before amending or supplementing the Registration Statements or
     the Prospectus with respect to the Shares, to furnish to Morgan Stanley a
     copy of each such proposed amendment or supplement and not to file any such
     proposed amendment or supplement to which Morgan Stanley reasonably
     objects, and to file with the Commission within the applicable period
     specified in Rule 424(b) under the Securities Act any prospectus required
     to be filed pursuant to such Rule.

          (c) If, during such period after the first date of the Public Offering
     of the Shares, in the reasonable opinion of counsel for the Underwriters,
     the Prospectus is required by law to be delivered in connection with sales
     by the Underwriters or any dealer, any event shall occur or condition exist
     as a result of which it is necessary to


                                      -14-

<PAGE>

     amend or supplement the Prospectus in order to make the statements therein,
     in the light of the circumstances when the Prospectus is delivered to a
     purchaser, not misleading, or if, in the reasonable opinion of counsel for
     the Underwriters, it is necessary to amend or supplement the Prospectus to
     comply with applicable law, forthwith to prepare, file with the Commission
     and furnish, at its own expense, to the Underwriters and to any dealer
     (whose names and addresses the Underwriters will furnish to the Company) to
     which Shares may have been sold by the Underwriters and to any other
     dealers upon request, either amendments or supplements to the Prospectus so
     that the statements in the Prospectus as so amended or supplemented will
     not, in the light of the circumstances when the Prospectus is delivered to
     a purchaser, be misleading or so that the Prospectus, as amended or
     supplemented, will comply with law.

          (d) To endeavor to qualify the Shares for offer and sale under the
     securities or Blue Sky laws of such jurisdictions as the Underwriters shall
     reasonably request; provided, however, the Company shall not be obligated
     to qualify as a foreign corporation or file any general consent to service
     of process under the laws of any such jurisdiction or subject itself to
     taxation as doing business in any such jurisdiction.

          (e) To make generally available to the Company's security holders and
     the Underwriters as soon as practicable an earning statement covering a
     twelve month period beginning on the first day of the first full fiscal
     quarter after the date of this Agreement that shall satisfy the provisions
     of Section 11(a) of the Securities Act and the rules and regulations of the
     Commission thereunder. If such fiscal quarter is the last fiscal quarter of
     the Company's fiscal year, such earning statement shall be made available
     not later than 90 days after the close of the period covered thereby and in
     all other cases shall be made available not later than 45 days after the
     close of the period covered thereby.

          (f) Whether or not the transactions contemplated in this Agreement are
     consummated or this Agreement is terminated, to pay or cause to be paid all
     expenses incident to the performance of its obligations under this
     Agreement, including: (i) the fees, disbursements and expenses of the
     Company's counsel and the Company's accountants in connection with the
     registration and delivery of the Shares under the Securities Act and all
     other fees or expenses in connection with the preparation and filing of the
     Registration Statements, any preliminary prospectus, the Prospectus and
     amendments and supplements to any of the foregoing, including all printing
     costs associated therewith, and the mailing and delivering of copies
     thereof to the Underwriters and dealers, in the quantities herein above
     specified, (ii) all costs and expenses related to the transfer and delivery
     of the Shares to the Underwriters, including any transfer or other taxes
     payable thereon, (iii) the cost of printing or producing any Blue Sky or
     legal investment memorandum in connection with the offer and sale of the
     Shares under state law and all expenses in connection with the
     qualification of the Shares for offer and sale under state law as provided
     in Section 6(d) hereof, including filing fees and the reasonable fees and
     disbursements of counsel for the Underwriters in connection with such
     qualification and in connection with the Blue Sky or legal investment
     memorandum, (iv) all filing fees and the reasonable fees and disbursements
     of counsel to the Underwriters incurred in connection with the review and
     qualification of the offering of the Shares by the National Association of
     Securities Dealers, Inc., (v) the cost of printing


                                      -15-

<PAGE>

     certificates representing the Shares, (vi) the costs or charges of any
     transfer agent, registrar or depositary, and (vii) all other costs and
     expenses incident to the performance of the obligations of the Company
     hereunder for which provision is not otherwise made in this Section. It is
     understood, however, that except as provided in this Section, Section 7
     entitled "Indemnity and Contribution", and the last paragraph of Section 9
     below, the Underwriters will pay all of their costs and expenses, including
     fees and disbursements of their counsel, stock transfer taxes payable on
     resale of any of the Shares and any advertising expenses connected with any
     offers they may make.

          7. Indemnity and Contribution.
     (a) The Company  agrees to indemnify and hold  harmless  each  Underwriter,
each person,  if any, who controls any Underwriter  within the meaning of either
Section 15 of the  Securities  Act or Section 20 of the  Exchange  Act, and each
affiliate of any Underwriter within the meaning of Rule 405 under the Securities
Act,  from and  against  any and all losses,  claims,  damages  and  liabilities
(including,  without limitation, any legal or other expenses reasonably incurred
in connection with defending or  investigating  any such action or claim) caused
by any untrue statement or alleged untrue statement of a material fact contained
in  the  Registration  Statements  or any  amendment  thereof,  any  preliminary
prospectus or the  Prospectus (as amended or  supplemented  if the Company shall
have furnished any amendments or supplements thereto), or caused by any omission
or alleged  omission  to state  therein a material  fact  required  to be stated
therein or  necessary  to make the  statements  therein not  misleading,  except
insofar as such losses,  claims,  damages or liabilities  are caused by any such
untrue  statement or omission or alleged untrue statement or omission based upon
information  relating to any Underwriter  furnished to the Company in writing by
such  Underwriter  through Morgan Stanley  expressly for use therein;  provided,
however,  that the foregoing indemnity agreement with respect to any preliminary
prospectus  shall  not inure to the  benefit  of any  Underwriter  from whom the
person  asserting  any such losses,  claims,  damages or  liabilities  purchased
Shares, or any person controlling such Underwriter,  if a copy of the Prospectus
(as then  amended  or  supplemented  if the  Company  shall have  furnished  any
amendments or supplements thereto) was not sent or given by or on behalf of such
Underwriter to such person, if required by law so to have been delivered,  at or
prior to the written  confirmation of the sale of the Shares to such person, and
if the  Prospectus (as so amended or  supplemented)  would have cured the defect
giving rise to such losses, claims, damages or liabilities,  unless such failure
is the result of noncompliance by the Company with Section 6(a) hereof.

          (b) Each Underwriter agrees, severally and not jointly, to indemnify
     and hold harmless the Company, its directors, its officers who sign the
     Registration Statements and each person, if any, who controls the Company
     within the meaning of either Section 15 of the Securities Act or Section 20
     of the Exchange Act to the same extent as the foregoing indemnity from the
     Company to such Underwriter, but only with reference to information
     relating to such Underwriter furnished to the Company in writing by such
     Underwriter expressly for use in the Registration Statements, any
     preliminary prospectus, the Prospectus or any amendments or supplements
     thereto.

          (c) In case any proceeding (including any governmental investigation)
     shall be instituted involving any person in respect of which indemnity may
     be sought pursuant


                                      -16-

<PAGE>

     to either Section 7(a) or 7(b), such person (the "INDEMNIFIED PARTY") shall
     promptly notify the person against whom such indemnity may be sought (the
     "INDEMNIFYING PARTY") in writing and the indemnifying party, upon request
     of the indemnified party, shall retain counsel reasonably satisfactory to
     the indemnified party to represent the indemnified party and any others the
     indemnifying party may designate in such proceeding and shall pay the fees
     and disbursements of such counsel related to such proceeding. In any such
     proceeding, any indemnified party shall have the right to retain its own
     counsel, but the fees and expenses of such counsel shall be at the expense
     of such indemnified party unless (i) the indemnifying party and the
     indemnified party shall have mutually agreed to the retention of such
     counsel or (ii) the named parties to any such proceeding (including any
     impleaded parties) include both the indemnifying party and the indemnified
     party and representation of both parties by the same counsel would be
     inappropriate due to actual or potential differing interests between them.
     It is understood that the indemnifying party shall not, in respect of the
     legal expenses of any indemnified party in connection with any proceeding
     or related proceedings in the same jurisdiction, be liable for the fees and
     expenses of more than one separate firm (in addition to any local counsel)
     for all such indemnified parties and that all such fees and expenses shall
     be reimbursed as they are incurred. Such firm shall be designated in
     writing by the Underwriters, in the case of parties indemnified pursuant to
     Section 7(a) above, and by the Company, in the case of parties indemnified
     pursuant to Section 7(b) above. The indemnifying party shall not be liable
     for any settlement of any proceeding effected without its written consent,
     but if settled with such consent or if there be a final judgment for the
     plaintiff, the indemnifying party agrees to indemnify the indemnified party
     from and against any loss or liability by reason of such settlement or
     judgment. Notwithstanding the foregoing sentence, if at any time an
     indemnified party shall have requested an indemnifying party to reimburse
     the indemnified party for fees and expenses of counsel as contemplated by
     the second and third sentences of this paragraph, the indemnifying party
     agrees that it shall be liable for any settlement of any proceeding
     effected without its written consent if (i) such settlement is entered into
     more than 30 days after receipt by such indemnifying party of the aforesaid
     request and (ii) such indemnifying party shall not have reimbursed the
     indemnified party in accordance with such request prior to the date of such
     settlement. No indemnifying party shall, without the prior written consent
     of the indemnified party, effect any settlement of any pending or
     threatened proceeding in respect of which any indemnified party is or could
     have been a party and indemnity could have been sought hereunder by such
     indemnified party, unless such settlement includes an unconditional release
     of such indemnified party from all liability on claims that are the subject
     matter of such proceeding.

          (d) To the extent the indemnification provided for in Section 7(a) or
     7(b) is unavailable to an indemnified party or insufficient in respect of
     any losses, claims, damages or liabilities referred to therein, then each
     indemnifying party under such paragraph, in lieu of indemnifying such
     indemnified party thereunder, shall contribute to the amount paid or
     payable by such indemnified party as a result of such losses, claims,
     damages or liabilities (i) in such proportion as is appropriate to reflect
     the relative benefits received by the Company on the one hand and the
     Underwriters on the other hand from the offering of the Shares or (ii) if
     the allocation provided by clause 7(d)(i) above is not permitted by
     applicable law, in such proportion as is appropriate to reflect


                                      -17-

<PAGE>

     not only the relative benefits referred to in clause 7(d)(i) above but also
     the relative fault of the Company on the one hand and of the Underwriters
     on the other hand in connection with the statements or omissions that
     resulted in such losses, claims, damages or liabilities, as well as any
     other relevant equitable considerations. The relative benefits received by
     the Company on the one hand and the Underwriters on the other hand in
     connection with the offering of the Shares shall be deemed to be in the
     same respective proportions as the net proceeds from the offering of the
     Shares (before deducting expenses) received by the Company and the total
     underwriting discounts and commissions received by the Underwriters, in
     each case as set forth in the table on the cover of the Prospectus, bear to
     the aggregate Public Offering Price of the Shares. The relative fault of
     the Company on the one hand and the Underwriters on the other hand shall be
     determined by reference to, among other things, whether the untrue or
     alleged untrue statement of a material fact or the omission or alleged
     omission to state a material fact relates to information supplied by the
     Company or by the Underwriters and the parties' relative intent, knowledge,
     access to information and opportunity to correct or prevent such statement
     or omission. The Underwriters' respective obligations to contribute
     pursuant to this Section 7 are several in proportion to the respective
     number of Shares they have purchased hereunder, and not joint.

          (e) The Company and the Underwriters agree that it would not be just
     or equitable if contribution pursuant to this Section 7 were determined by
     pro rata allocation (even if the Underwriters were treated as one entity
     for such purpose) or by any other method of allocation that does not take
     account of the equitable considerations referred to in Section 7(d). The
     amount paid or payable by an indemnified party as a result of the losses,
     claims, damages and liabilities referred to in the immediately preceding
     paragraph shall be deemed to include, subject to the limitations set forth
     above, any legal or other expenses reasonably incurred by such indemnified
     party in connection with investigating or defending any such action or
     claim. Notwithstanding the provisions of this Section 7, no Underwriter
     shall be required to contribute any amount in excess of the amount by which
     the total price at which the Shares underwritten by it and distributed to
     the public were offered to the public exceeds the amount of any damages
     that such Underwriter has otherwise been required to pay by reason of such
     untrue or alleged untrue statement or omission or alleged omission. No
     person guilty of fraudulent misrepresentation (within the meaning of
     Section 11(f) of the Securities Act) shall be entitled to contribution from
     any person who was not guilty of such fraudulent misrepresentation. The
     remedies provided for in this Section 7 are not exclusive and shall not
     limit any rights or remedies that may otherwise be available to any
     indemnified party at law or in equity.

          (f) The indemnity and contribution provisions contained in this
     Section 7 and the representations, warranties and other statements of the
     Company contained in this Agreement shall remain operative and in full
     force and effect regardless of (i) any termination of this Agreement, (ii)
     any investigation made by or on behalf of any Underwriter, any person
     controlling any Underwriter or any affiliate of any Underwriter or by or on
     behalf of the Company, its officers or directors or any person controlling
     the Company and (iii) acceptance of and payment for any of the Shares.


                                      -18-

<PAGE>

          8. Termination.
     Morgan Stanley,  acting on behalf of the  Underwriters,  may terminate this
Agreement  by  notice  given by  Morgan  Stanley  to the  Company,  if after the
execution  and  delivery of this  Agreement  and prior to the  Closing  Date (i)
trading generally shall have been suspended or materially  limited on, or by, as
the case may be, any of the New York Stock Exchange, the American Stock Exchange
or The Nasdaq  National  Market,  (ii) trading of any  securities of the Company
shall have been  suspended  on any exchange or in any  over-the-counter  market,
(iii) a material  disruption  in  securities  settlement,  payment or  clearance
services  in the United  States  shall have  occurred,  (iv) any  moratorium  on
commercial  banking activities shall have been declared by either Federal or New
York  State  authorities  or (v) there  shall  have  occurred  any  outbreak  or
escalation of hostilities or any change in financial  markets or any calamity or
crisis that,  in Morgan  Stanley's  judgment,  is material and adverse and which
singly or together with any other such event specified in this clause (v), makes
it, in Morgan Stanley's judgment,  impracticable to proceed with the offer, sale
or  delivery  of the Shares on the terms and in the manner  contemplated  in the
Prospectus.

          9. Effectiveness; Defaulting Underwriter.
     This  Agreement  shall become  effective  upon the  execution  and delivery
hereof by the parties hereto.

          If, on the Closing Date or the Option Closing Date, as the case may
be, any Underwriter shall fail or refuse to purchase Shares that it has agreed
to purchase hereunder on such date, and the aggregate number of Shares that such
defaulting Underwriter agreed but failed or refused to purchase is not more than
one-tenth of the aggregate number of the Shares to be purchased on such date,
the other Underwriter shall be obligated to purchase the Shares which such
defaulting Underwriter agreed but failed or refused to purchase on such date;
provided that in no event shall the number of Shares that any Underwriter has
agreed to purchase pursuant to this Agreement be increased pursuant to this
Section 9 by an amount in excess of one ninth of such number of Shares without
the written consent of such Underwriter. If, on the Closing Date, any
Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the
aggregate number of Firm Shares with respect to which such default occurs is
more than one-tenth of the aggregate number of Firm Shares to be purchased, and
arrangements satisfactory to Morgan Stanley and the Company for the purchase of
such Firm Shares are not made within 36 hours after such default, this Agreement
shall terminate without liability on the part of any non-defaulting Underwriter
or the Company. In any such case, either the Underwriters or the Company shall
have the right to postpone the Closing Date, but in no event for longer than
seven days, in order that the required changes, if any, in the Registration
Statements and in the Prospectus or in any other documents or arrangements may
be effected. If, on the Option Closing Date, any Underwriter or Underwriters
shall fail or refuse to purchase Additional Shares and the aggregate number of
Additional Shares with respect to which such default occurs is more than
one-tenth of the aggregate number of Additional Shares to be purchased, the
non-defaulting Underwriter shall have the option to (i) terminate its obligation
hereunder to purchase Additional Shares or (ii) purchase not less than the
number of Additional Shares that such non-defaulting Underwriter would have been
obligated to purchase in the absence of such default. Any action taken under
this paragraph shall not relieve any defaulting Underwriter from liability in
respect of any default of such Underwriter under this Agreement.

          If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of the Company to comply
with the terms or to fulfill


                                      -19-

<PAGE>

any of the conditions of this Agreement, or if for any reason the Company shall
be unable to perform its obligations under this Agreement, the Company will
reimburse the Underwriters or such Underwriter as have so terminated this
Agreement with respect to themselves, severally, for all out-of-pocket expenses
(including the reasonable fees and disbursements of their counsel) reasonably
incurred by such Underwriters in connection with this Agreement or the offering
contemplated hereunder.

          10. Counterparts.
     This Agreement may be signed in any number of  counterparts,  each of which
shall be an  original,  with the same  effect as if the  signatures  thereto and
hereto were upon the same instrument.

          11. Applicable Law.
     This  Agreement  shall be governed by and construed in accordance  with the
internal laws of the State of New York.

          12. Headings.
     The  headings of the  sections of this  Agreement  have been  inserted  for
convenience of reference only and shall not be deemed a part of this Agreement.


                                      -20-

<PAGE>

                                        Very truly yours,

                                        JETBLUE AIRWAYS CORPORATION


                                        By: /s/ John D. Owen
                                            ------------------------------------
                                            Name: John D. Owen
                                            Title: Chief Financial Officer

Accepted as of the date hereof

MORGAN STANLEY & CO. INCORPORATED
RAYMOND JAMES & ASSOCIATES, INC.

By:  MORGAN STANLEY & CO. INCORPORATED


By: /s/ Kenneth G. Pott
    ----------------------------------
    Name: Kenneth G. Pott
    Title: Managing Director

<PAGE>

                                                                      SCHEDULE I

                                                NUMBER OF
UNDERWRITER NAME                       FIRM SHARES TO BE PURCHASED
----------------                       ---------------------------
Morgan Stanley & Co. Incorporated...            6,750,000
Raymond James & Associates, Inc. ...              750,000
                                                ---------
   Total............................            7,500,000

<PAGE>

                                                                     SCHEDULE II

                LIST OF PERSONS SUBJECT TO THE LOCK-UP AGREEMENTS

David Neeleman
David Barger
David Checketts
Kim Clark
Joy Covey
Angela Gittens
Michael Lazarus
Neal Moszkowski
Joel Peterson
Ann Rhoades
Frank Sica
Thomas Kelly
John Owen
Alfred Spain
Holly Nelson
James Hnat
Tim Claydon
Tom Anderson

<PAGE>

                                                                       EXHIBIT A

                            FORM OF LOCK-UP AGREEMENT

                                                                      [  ], 2005

Morgan Stanley & Co. Incorporated
Raymond James & Associates, Inc.

c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Dear Sirs and Mesdames:

     The undersigned understands that Morgan Stanley & Co. Incorporated (the
"UNDERWRITER") and Raymond James & Associates, Inc. ("RAYMOND JAMES") propose to
enter into an Underwriting Agreement (the "UNDERWRITING AGREEMENT") with JetBlue
Airways Corporation, a Delaware corporation (the "COMPANY"), providing for the
public offering (the "PUBLIC OFFERING") by the Underwriter and Raymond James, of
7,500,000 shares of the common stock of the Company (the "COMMON STOCK").

     To induce the Underwriter and Raymond James to continue their efforts in
connection with the Public Offering, the undersigned hereby agrees that, without
the prior written consent of the Underwriter, it will not, during the period
commencing on the date hereof and ending 90 days after November 7, 2005, which
is the date of the final prospectus relating to the Public Offering (the
"PROSPECTUS"), subject to the following paragraph, (1) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock beneficially owned by the undersigned or (2) enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of Common Stock beneficially owned by the
undersigned, whether any such transaction described in clause (1) or (2) above
is to be settled by delivery of Common Stock or such other securities, in cash
or otherwise. In addition, the undersigned agrees that, without the prior
written consent of the Underwriter, it will not, during the period commencing on
the date hereof and ending 90 days after the date of the Prospectus, make any
demand for or exercise any right with respect to, the registration of any shares
of Common Stock or any security convertible into or exercisable or exchangeable
for Common Stock. The undersigned also agrees and consents to the entry of stop
transfer instructions with the Company's transfer agent and registrar against
the transfer of the undersigned's shares of Common Stock except in compliance
with the foregoing restrictions or pursuant to a transaction described in the
following paragraph.

          The foregoing paragraph shall not apply to (a) transactions relating
to shares of Common Stock or other securities acquired in open market
transactions after the completion of the Public Offering, (b) transfers of
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock to a member of the undersigned's immediate family
or to a trust of which the undersigned or such a family member is the
beneficiary, (c) distributions or transfers of shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock to
partners, members or controlled affiliates of the undersigned, (d) transfers as
a bona fide gift or gifts, (e) the sale of any shares of Common Stock pursuant
to any securities trading program designed to comply with Rule 10b5-1 under the
Securities Exchange Act of 1934, as such program is in effect on the date
hereof, or (f) transfers

<PAGE>

effected by the undersigned or the undersigned's personal representatives in the
event the undersigned dies or becomes permanently disabled; provided that in the
case of any transfer or distribution pursuant to clause (b), (c) or (d), (1)
each transferee, distributee or donee shall execute and deliver to the
Underwriter a lock-up letter substantially in the form of this letter and (2) no
filing by any party (whether transferor, transferee, distributor, distributee,
donor or donee) under Section 16(a) of the Securities Exchange Act of 1934 shall
be required or made voluntarily, reporting a reduction in beneficial ownership
of shares of Common Stock during the restricted period referred to in the
foregoing paragraph (other than such filings made after the expiration of the
90-day period referred to above). For purposes of this Lock-Up Agreement,
"immediate family" shall mean any relationship by blood, marriage or adoption,
not more remote than first cousin.

          The undersigned understands that the Company and the Underwriter are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
Public Offering. The undersigned further understands that this Lock-Up Agreement
is irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors and assigns.

          Whether or not the Public Offering actually occurs depends on a number
of factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation between the Company and the Underwriter.


                                       Very truly yours,


                                       -----------------------------------------

                                       -----------------------------------------
                                       (Name)

                                       Address:

                                       -----------------------------------------

                                       -----------------------------------------


                                      -2-









</PRE>
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</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>file003.htm
<DESCRIPTION>PRESS RELEASE DATED NOVEMBER 7, 2005
<TEXT>
<HTML>
<HEAD>
<TITLE>
</TITLE>
</HEAD>
<BODY>


<page>
<p style="font-family:serif;font-weight:bold;color:#000000;font-size:10pt;  width: 456pt; text-align: right; font-style: normal; line-height: 12pt; padding-top: 12pt; padding-left:0pt; padding-right:0pt; margin: 0pt; text-indent: 0pt; padding-bottom: 0pt; background-color: #ffffff;">Exhibit
99.1</p>
<p style="font-family:serif;font-weight:bold;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top: 12pt; padding-left:0pt; padding-right:0pt; margin: 0pt; text-indent: 0pt; padding-bottom: 6pt; background-color: #ffffff;">FOR IMMEDIATE RELEASE</p>
<div style="width: 593;">
<table border="0" cellpadding="0" cellspacing="0" width="593">
<tr>
<td style="font-family: serif; font-size: 10pt; color: #000000; font-weight: normal; font-style: normal; padding-top: 6pt;" valign="top" align="left" width="301"><img src="spacer.gif" height="1" width="301"></td>
<td style="font-family: serif; font-size: 10pt; color: #000000; font-weight: normal; font-style: normal; padding-top: 6pt;" valign="top" align="left"><b>CONTACTS:</b></td>
</tr>
</table>
</div>
<div style="width: 593;">
<table border="0" cellpadding="0" cellspacing="0" width="593">
<tr>
<td style="font-family: serif; font-size: 10pt; color: #000000; font-weight: normal; font-style: normal; padding-top: 6pt;" valign="top" align="left" width="301"><img src="spacer.gif" height="1" width="301"></td>
<td style="font-family: serif; font-size: 10pt; color: #000000; font-weight: normal; font-style: normal; padding-top: 6pt;" valign="top" align="left"><b>Investor
Relations</b>
<br>
<font style="font-weight: normal; font-style: normal">Amy Carpi, (203) 656-7651<br>
amy.carpi@jetblue.com</font></td>
</tr>
</table>
</div>
<p style="font-family:serif;font-weight:bold;color:#000000;font-size:10pt;  width: 456pt; text-align: center; font-style: normal; line-height: 12pt; padding-top: 12pt; padding-left:0pt; padding-right:0pt; margin: 0pt; text-indent: 0pt; padding-bottom: 0pt; background-color: #ffffff;">JETBLUE ANNOUNCES
COMMON STOCK OFFERING</p>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top:6pt; padding-left:0pt; padding-right:0pt; padding-bottom: 0pt; margin: 0pt; text-indent: 0pt; background-color: #ffffff">NEW YORK, (November 7, 2005) &mdash;
JetBlue Airways Corporation (NASDAQ: JBLU) announced today that it is
offering, subject to market and other conditions, 7,000,000 newly
issued shares of its common stock. The Company also expects to grant to
the underwriters of this offering an over-allotment option to purchase
up to an additional 1,050,000 shares of common stock. Morgan Stanley is
acting as the sole book-running manager for this offering and Raymond
James is acting as co-manager. All shares are being offered under the
Company's Form S-3 shelf registration statement, which was
declared effective on November 4, 2004.</p>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top:6pt; padding-left:0pt; padding-right:0pt; padding-bottom: 0pt; margin: 0pt; text-indent: 0pt; background-color: #ffffff">This press release shall
not constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or jurisdiction.</p>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top:6pt; padding-left:0pt; padding-right:0pt; padding-bottom: 6pt; margin: 0pt; text-indent: 0pt; background-color: #ffffff">A prospectus
supplement relating to the offering will be filed with the Securities
and Exchange Commission. When available, copies of the prospectus
supplement and accompanying base prospectus relating to the offering
may be obtained by contacting Morgan Stanley &amp; Co. Incorporated,
1585 Broadway, New York, NY 10036.</p>
<br>
<hr width="760" style="padding-left: 0pt;" align="left">
<br>



</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>6
<FILENAME>file004.htm
<DESCRIPTION>PRESS RELEASE DATED NOVEMBER 7, 2005
<TEXT>
<HTML>
<HEAD>
<TITLE>
</TITLE>
</HEAD>
<BODY>


<page>
<p style="font-family:serif;font-weight:bold;color:#000000;font-size:10pt;  width: 456pt; text-align: right; font-style: normal; line-height: 12pt; padding-top: 12pt; padding-left:0pt; padding-right:0pt; margin: 0pt; text-indent: 0pt; padding-bottom: 0pt; background-color: #ffffff;">Exhibit
99.2</p>
<p style="font-family:serif;font-weight:bold;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top: 12pt; padding-left:0pt; padding-right:0pt; margin: 0pt; text-indent: 0pt; padding-bottom: 6pt; background-color: #ffffff;">FOR IMMEDIATE RELEASE</p>
<div style="width: 593;">
<table border="0" cellpadding="0" cellspacing="0" width="593">
<tr>
<td style="font-family: serif; font-size: 10pt; color: #000000; font-weight: normal; font-style: normal; padding-top: 6pt;" valign="top" align="left" width="301"><img src="spacer.gif" height="1" width="301"></td>
<td style="font-family: serif; font-size: 10pt; color: #000000; font-weight: normal; font-style: normal; padding-top: 6pt;" valign="top" align="left"><b>CONTACTS:</b></td>
</tr>
</table>
</div>
<div style="width: 593;">
<table border="0" cellpadding="0" cellspacing="0" width="593">
<tr>
<td style="font-family: serif; font-size: 10pt; color: #000000; font-weight: normal; font-style: normal; padding-top: 6pt;" valign="top" align="left" width="301"><img src="spacer.gif" height="1" width="301"></td>
<td style="font-family: serif; font-size: 10pt; color: #000000; font-weight: normal; font-style: normal; padding-top: 6pt;" valign="top" align="left"><b>Investor
Relations</b>
<br>Amy Carpi, (203) 656-7651<br>
<u>amy.carpi@jetblue.com</u></td>
</tr>
</table>
</div>
<p style="font-family:serif;font-weight:bold;color:#000000;font-size:10pt;  width: 456pt; text-align: center; font-style: normal; line-height: 12pt; padding-top: 12pt; padding-left:0pt; padding-right:0pt; margin: 0pt; text-indent: 0pt; padding-bottom: 0pt; background-color: #ffffff;">JETBLUE ANNOUNCES PRICING
OF COMMON STOCK OFFERING</p>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top:6pt; padding-left:0pt; padding-right:0pt; padding-bottom: 0pt; margin: 0pt; text-indent: 0pt; background-color: #ffffff">NEW YORK, (November 7, 2005) &mdash;
JetBlue Airways Corporation (NASDAQ: JBLU) announced today that it has
priced its public offering of 7,500,000 newly issued shares of its
common stock at $18.00 per share, generating gross proceeds of $135
million. The Company has also granted to the underwriters of this
offering an over-allotment option to purchase up to an additional
1,125,000 shares  of common stock which, if exercised in full,
would generate additional gross proceeds of $20.25  million.</p>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top:6pt; padding-left:0pt; padding-right:0pt; padding-bottom: 0pt; margin: 0pt; text-indent: 0pt; background-color: #ffffff">JetBlue anticipates using the net proceeds from this offering to
fund working capital and capital expenditures, including capital
expenditures relating to the purchase of aircraft.</p>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top:6pt; padding-left:0pt; padding-right:0pt; padding-bottom: 0pt; margin: 0pt; text-indent: 0pt; background-color: #ffffff">Morgan
Stanley is acting as the sole book-running manager for this offering
and Raymond James is acting as co-manager. All shares are being offered
under the Company's Form S-3 shelf registration statement, which
was declared effective on November 4, 2004.</p>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top:6pt; padding-left:0pt; padding-right:0pt; padding-bottom: 0pt; margin: 0pt; text-indent: 0pt; background-color: #ffffff">This press release
shall not constitute an offer to sell or the solicitation of an offer
to buy, nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or jurisdiction.</p>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top:6pt; padding-left:0pt; padding-right:0pt; padding-bottom: 6pt; margin: 0pt; text-indent: 0pt; background-color: #ffffff">A prospectus
supplement relating to the offering will be filed with the Securities
and Exchange Commission. Copies of the prospectus supplement and
accompanying base prospectus relating to the  offering may be
obtained by contacting Morgan Stanley &amp; Co. Incorporated, 1585
Broadway, New  York, NY 10036.</p>
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<TYPE>EX-99.3
<SEQUENCE>7
<FILENAME>file005.htm
<DESCRIPTION>PRESS RELEASE DATED NOVEMBER 8, 2005
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<page>
<p style="font-family:serif;font-weight:bold;color:#000000;font-size:10pt;  width: 456pt; text-align: right; font-style: normal; line-height: 12pt; padding-top: 12pt; padding-left:0pt; padding-right:0pt; margin: 0pt; text-indent: 0pt; padding-bottom: 0pt; background-color: #ffffff;">Exhibit
99.3</p>
<p style="font-family:serif;font-weight:bold;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top: 12pt; padding-left:0pt; padding-right:0pt; margin: 0pt; text-indent: 0pt; padding-bottom: 6pt; background-color: #ffffff;">FOR IMMEDIATE RELEASE</p>
<div style="width: 593;">
<table border="0" cellpadding="0" cellspacing="0" width="593">
<tr>
<td style="font-family: serif; font-size: 10pt; color: #000000; font-weight: normal; font-style: normal; padding-top: 6pt;" valign="top" align="left" width="364"><img src="spacer.gif" height="1" width="364"></td>
<td style="font-family: serif; font-size: 10pt; color: #000000; font-weight: normal; font-style: normal; padding-top: 6pt;" valign="top" align="left"><b>CONTACTS:</b></td>
</tr>
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</div>
<div style="width: 593;">
<table border="0" cellpadding="0" cellspacing="0" width="593">
<tr>
<td style="font-family: serif; font-size: 10pt; color: #000000; font-weight: normal; font-style: normal; padding-top: 6pt;" valign="top" align="left" width="364"><img src="spacer.gif" height="1" width="364"></td>
<td style="font-family: serif; font-size: 10pt; color: #000000; font-weight: normal; font-style: normal; padding-top: 6pt;" valign="top" align="left"><b>Investor
Relations</b>
<br>Amy Carpi, (203) 656-7651<br>
<u>amy.carpi@jetblue.com</u></td>
</tr>
</table>
</div>
<p style="font-family:serif;font-weight:bold;color:#000000;font-size:10pt;  width: 456pt; text-align: center; font-style: normal; line-height: 12pt; padding-top: 12pt; padding-left:0pt; padding-right:0pt; margin: 0pt; text-indent: 0pt; padding-bottom: 0pt; background-color: #ffffff;">JETBLUE ANNOUNCES
EXERCISE OF UNDERWRITERS' COMMON STOCK OVER-ALLOTMENT OPTION</p>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top:6pt; padding-left:0pt; padding-right:0pt; padding-bottom: 0pt; margin: 0pt; text-indent: 0pt; background-color: #ffffff">NEW YORK, (November 8, 2005) &mdash; JetBlue Airways
Corporation (NASDAQ: JBLU) today announced that the underwriters of its
public offering of 7,500,000 newly issued shares of its common stock
have exercised in full their over-allotment option to purchase an
additional 1,125,000 shares of JetBlue common stock. With the exercise
of the underwriters' option, the aggregate gross proceeds of
JetBlue's common stock offering will be approximately $155.25
million. </p>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top:6pt; padding-left:0pt; padding-right:0pt; padding-bottom: 0pt; margin: 0pt; text-indent: 0pt; background-color: #ffffff">JetBlue anticipates using the net proceeds from
this offering to fund working capital and capital expenditures,
including capital expenditures relating to the purchase of
aircraft.</p>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top:6pt; padding-left:0pt; padding-right:0pt; padding-bottom: 0pt; margin: 0pt; text-indent: 0pt; background-color: #ffffff">Morgan Stanley is acting as the sole book-running
manager for this offering and Raymond James is acting as co-manager.
 All shares are being offered under the Company's Form S-3
shelf registration statement, which was declared effective on November
4, 2004.</p>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top:6pt; padding-left:0pt; padding-right:0pt; padding-bottom: 0pt; margin: 0pt; text-indent: 0pt; background-color: #ffffff">This press release shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any
sale of these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such state or
jurisdiction.</p>
<p style="font-family:serif;font-weight:normal;color:#000000;font-size:10pt;  width: 456pt; text-align: left; font-style: normal; line-height: 12pt; padding-top:6pt; padding-left:0pt; padding-right:0pt; padding-bottom: 6pt; margin: 0pt; text-indent: 0pt; background-color: #ffffff">A prospectus supplement relating to the offering
will be filed with the Securities and Exchange Commission. Copies of
the prospectus supplement and accompanying base prospectus relating to
the offering may be obtained by contacting Morgan Stanley &amp; Co.
Incorporated, 1585 Broadway, New York, NY
10036.</p>
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