Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Security Act.       Yes       No

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.       Yes       No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.       Yes       No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.    Large accelerated filer       Accelerated filer       Non-accelerated filer   

Indicate by check mark whether the registrant is shell company (as defined in Rule 12b-2 of the Exchange Act).       Yes       No

The aggregate market value of the registrant's common stock held by non-affiliates of the registrant as of June 30, 2005 was approximately $1,707,200,000 (based on the last reported sale price on the Nasdaq National Market on that date). The number of shares outstanding of the registrant's common stock as of January 31, 2006 was 173,024,690 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Proxy Statement for the 2006 Annual Meeting of Stockholders, which is to be filed subsequent to the date hereof, are incorporated by reference into Part III of this Form 10-K.

Table of Contents

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed on February 14, 2006 is being filed solely to re-file Exhibit 23 thereto - Consent of Ernst & Young LLP. No other information contained in or filed with the Form 10-K has been revised or amended.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

JETBLUE AIRWAYS CORPORATION                             (Registrant)

Date: May 19, 2006

By:

/s/HOLLY NELSON                     Senior Vice President and Controller (principal accounting officer)

---