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No person has been authorized to give any information or data or to make any representations, other than those contained in this Prospectus, in connection with the offer contained herein and such information or representations, if given or made, must not be relied upon as having been authorized. This Prospectus does not constitute an offer to sell Capital Stock by the Underwriter to any person in any State to whom such offer may not lawfully be made.

TABLE OF CONTENTS
Registration Statement ... Page 2
Commercial Potential of Helicopter Transportation ... Page 3
Application of Proceeds ... Page 5
Capitalization ... Page 5
Operating Results ... Page 5
History and Business ... Page 6
   General ... Page 6
   Franchise ... Page 6
   Map ... Page 7
   Competition ... Page 8
   Landing Permits ... Page 8
   Regulation ... Page 9
   Rates ... Page 9
   Operations ... Page 10
   Employee Relations ... Page 11
   Insurance ... Page 11
Property and Facilities ... Page 12
Management ... Page 12
Stock Options ... Page 14
Pre-Operating Transactions ... Page 15
Holdings of Equity Securities ... Page 18
Description of Capital Stock ... Page 18
Terms of Offering and Selling Arrangements ... Page 19
Experts ... Page 19
Legal Opinions ... Page 19
Opinion of Independent Certified Public Accountants ... Page 20
Index to Financial Statements ... Page 20
Financial Statements ... Page 21

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE CAPITAL STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. SMITH, BARNEY & CO., MAY BE THE ONLY DEALER MAKING A MARKET IN SUCH STOCK.

REGISTRATION STATEMENT
New York Airways, Inc. (herein sometimes called the Corporation) has filed a Registration Statement with the Securities and Exchange Commission, Washington, D.C., under the Securities Act of 1933, as amended, relating to the Capital Stock offered hereby. For further information with respect to said Capital Stock and the Corporation, reference is made to the Registration Statement and the exhibits annexed thereto.

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