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OST-99-5945

Pan American Airways Corp.

Pan Am plans to commence scheduled service operations within the United States on or about August 24, 1999. That service will be operated utilizing two Stage 3 compliant Boeing B-727-200 aircraft, each configured to carry a total of 149 passengers. The initial scheduled service will originate at Pan Am’s corporate and operational headquarters in Portsmouth, N.H. and will consist of one daily roundtrip flight over a Portsmouth - Chicago/Gary – Orlando/Sanford routing. Approximately 30-45 days following commencement of the foregoing service, Pan Am plans to initiate direct roundtrip service between Portsmouth and Orlando/Sanford, and roundtrip service between Orlando/Sanford and San Juan, both operated initially at a frequency of one daily roundtrip flight.

Counsel:  Pan Am and Shaw Pittman, Robert Cohn, 202-663-8078

Pan American Airways Corp.

Documents Available When Docket Section Scans

Counsel:  Shaw Pittman, Nathaniel Breed / Verner Liipfert, William Evans

By:  Air Carrier Fitness, Carol Woods

Pan American Airways Corp.

It is not clear who now owns the stock of Pan Am (DE); therefore this is a protective filing without prejudice to our pending litigation in the US District Court with Pan Am (DE), should this applicant at DOT have a claim on Pan Am (DE) stock. If an owner is not identified, that stock may have passed to the State of Delaware through Escheat.

By:  Richard Bartel and Eclipse Holdings

Pan American Airways Corp.

The Comments filed by Mr. Bartel reiterate Mr. Bartel’s oft-repeated assertion that he purchased the "Pan Am trademarks and goodwill at auction on December 2, 1993 in the U.S. Bankruptcy Court for the Southern District of New York". That assertion has been rejected by various courts of competent jurisdiction, and may or may not remain the subject of any still-pending appeals by Mr. Bartel. Suffice it to say, Mr. Bartel does not object to grant of the application of Pan Am to resume scheduled air transportation service in this proceeding, and Mr. Bartel’s desire to receive compensation for his asserted ownership of the Pan Am trademarks and goodwill is not at issue in any proceeding before the Department.

Counsel:  Pan Am and Shaw Pittman, Robert Cohn, 202-663-8078

Pan American Airways Corp.

This is a protective sur-reply to the "Reply" of Pan American to our comments which informed the DOT and public of pending matters relating to the Pan Am trademarks, etc. , particularly with respect to Charter rights. Discussion today with Pan Am's Counsel, Nat Breed in Washington, brought agreement that a corrected "Reply" will be filed by Pan Am upon submission by us to him of documents showing the sale to Eclipse Holdings, Inc. on December 2, 1993, subsequent registration of the marks in the U.S. Patent and Trademark Office by Eclipse in January, 1994, and our termination of the Asset Purchase Agreement with Cobb Partners (Pan Am II), et al. prior to their bankruptcy in Florida.

By:  Richard C. Bartel Eclipse Holdings

Pan American Airways Corporation

By:  Richard Bartel and Eclispe

Counsel:  Pan Am and Shaw Pittman, Robert Cohn, 202-663-8078

Pan American Airways Corp

This is a Motion for leave to file this amended document as an amended Sur-Reply to Pan Am's unfounded statements regarding the Pan Am intellectual property found in Pan Am's "Reply" to our original Comments filed here. This amendment corrects our mailing address, reformats certain footnotes, and corrects the record for DOT, and addresses the Questions posed by DOT (item OST-99-5945-3, letter from DOT dated 9/30/98, p. 3, par. 5.(g)(1)). The original attachments filed July 30, 1999 are unchanged and are incorporated herein. In this filing, we address misleading statements in Pan Am's Exhibits filed at DOT, which erroneously list the Pan Am intellectual property as wholly property of this Pan Am DOT Applicant entity ("Pam Am IV") and without our claim attached.

By:  Richard Bartel and Eclipse Holdings

Pan American Airways Corp. and Carnival Air Lines Inc. d/b/a Pan American Airways Corp. and Pan Am Corporation and Pan American World Airways, Inc.

By this order. we (1) find Pan American Airways Corp. fit, willing, and able to resume interstate scheduled air transportation operations under its certificate authority; (2) reissue to it the certificate held by Carnival Air Lines, Inc. d/b/a Pan American Airways Corp.; (3) revoke on grounds of dormancy the certificate reissued to Pan American World Airways. Inc. ("PAWA") by Order 96-10-33) to engage in interstate scheduled passenger operations, and the exemption authority issued to PAWA by Order 98-1-23 to serve Santo Domingo, Dominican Republic; (4) confirm staff actions of February 27 and March 3, 1998, in Docket OST-98-3570 granting Carnival waivers of 14 CFR 204.7 to the extent necessary to permit it to engage in limited charter operations; (5) dismiss the joint application of Pan American Corporation ("PAC") and Carnival in Docket OST-97-2787 for approval of a de facto transfer of route authority; (6) dismiss the application of PAWA in Docket OST-97-2918 for a certificate to engage in foreign scheduled air transportation of persons. property and mail (Dominican Republic and the Bahamas), for which it had been issued exemption authority; (7) dismiss the application of Pan American Airways Corp. for renewal of exemption authority previously issued to Carnival (Ft. Lauderdale-Caracas) in Docket OST-96-1166, and revoke that exemption and the exemption granted to Carnival by Order 97-9-29 to serve Port-au-Prince, Haiti-, and (8) dismiss the motions of Mr. Richard C. Bartel, PAC, and Carnival to file otherwise unauthorized documents in Docket OST-97-2787.

By:  Brad Mims

Pan American Airways Corp.

By:  John Coleman

Pan American Airways Corp

We did not file a proof-of-claim in the Pan Am Florida bankruptcy (Pan Am III), and thus did not subject ourselves to the jurisdiction of the Pan Am III bankruptcy court. Nor did the Pan Am III Bankruptcy Court have any notice and hearing regarding a rejection or assumption of the Asset Purchase Agreement or other related agreements; even if it had, there would have been no effect since we had terminated the Agreement(s) prior to the Pan Am III bankruptcy filing.

By:  Eclipse Holdings, Richard Bartel, 202.728.3841

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