UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*

                           JETBLUE AIRWAYS CORPORATION
                           ---------------------------
                                (Name of Issuer)

                     Common Stock, $0.01 Par Value Per Share
                     ---------------------------------------
                         (Title of Class of Securities)

                                    477143101
                                    ---------
                                 (CUSIP Number)

                                December 31, 2003
                                -----------------
                      (Date of Event which Requires Filing
                               of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

                                [ ] Rule 13d-1(b)
                                [ ] Rule 13d-1(c)
                                [X] Rule 13d-1(d)


*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

                          Continued on following pages
                               Page 1 of 12 Pages



                                  SCHEDULE 13G
CUSIP No. 477143101                                           Page 2 of 12 Pages

1        Names of Reporting Persons
         I.R.S. Identification Nos. of above persons (entities only)

                  QUANTUM INDUSTRIAL PARTNERS LDC

2        Check the Appropriate Box If a Member of a Group (See Instructions)

                                        a. [ ]
                                        b. [X]

3        SEC Use Only

4        Citizenship or Place of Organization

                  CAYMAN ISLANDS

                            5             Sole Voting Power
Number of                                          11,803,916
 Shares
Beneficially                6             Shared Voting Power
 Owned By                                          0
  Each
Reporting                   7             Sole Dispositive Power
 Person                                            11,803,916
  With
                            8             Shared Dispositive Power
                                                   0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    11,803,916

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain
         Shares (See Instructions)

                                    [X]

11       Percent of Class Represented By Amount in Row (9)

                                    11.6%

12       Type of Reporting Person (See Instructions)

                                    OO; IV




                                  SCHEDULE 13G
CUSIP No. 477143101                                           Page 3 of 12 Pages

1        Names of Reporting Persons
         I.R.S. Identification Nos. of above persons (entities only)

                  QIH MANAGEMENT INVESTOR, L.P.

2        Check the Appropriate Box If a Member of a Group (See Instructions)

                                        a. [ ]
                                        b. [X]

3        SEC Use Only

4        Citizenship or Place of Organization

                  DELAWARE

                            5             Sole Voting Power
Number of                                          11,803,916
 Shares
Beneficially                6             Shared Voting Power
 Owned By                                          0
  Each
Reporting                   7             Sole Dispositive Power
 Person                                            11,803,916
  With
                            8             Shared Dispositive Power
                                                   0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    11,803,916

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain
         Shares (See Instructions)

                                    [X]

11       Percent of Class Represented By Amount in Row (9)

                                    11.6%

12       Type of Reporting Person (See Instructions)

                                    PN; IA




                                  SCHEDULE 13G
CUSIP No. 477143101                                           Page 4 of 12 Pages

1        Names of Reporting Persons
         I.R.S. Identification Nos. of above persons (entities only)

                  QIH MANAGEMENT LLC

2        Check the Appropriate Box If a Member of a Group (See Instructions)

                                        a. [ ]
                                        b. [X]

3        SEC Use Only

4        Citizenship or Place of Organization

                  DELAWARE

                            5             Sole Voting Power
Number of                                          11,803,916
 Shares
Beneficially                6             Shared Voting Power
 Owned By                                          0
  Each
Reporting                   7             Sole Dispositive Power
 Person                                            11,803,916
  With
                            8             Shared Dispositive Power
                                                   0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    11,803,916

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain
         Shares (See Instructions)

                                    [X]

11       Percent of Class Represented By Amount in Row (9)

                                    11.6%

12       Type of Reporting Person (See Instructions)

                                    OO



                                  SCHEDULE 13G
CUSIP No. 477143101                                           Page 5 of 12 Pages

1        Names of Reporting Persons
         I.R.S. Identification Nos. of above persons (entities only)

                  SOROS FUND MANAGEMENT LLC

2        Check the Appropriate Box If a Member of a Group (See Instructions)

                                        a. [ ]
                                        b. [X]

3        SEC Use Only

4        Citizenship or Place of Organization

                  DELAWARE

                            5             Sole Voting Power
Number of                                          11,803,916
 Shares
Beneficially                6             Shared Voting Power
 Owned By                                          0
  Each
Reporting                   7             Sole Dispositive Power
 Person                                            11,803,916
  With
                            8             Shared Dispositive Power
                                                   0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    11,803,916

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain
         Shares (See Instructions)

                                    [X]

11       Percent of Class Represented By Amount in Row (9)

                                    11.6%

12       Type of Reporting Person (See Instructions)

                                    OO; IA



                                  SCHEDULE 13G
CUSIP No. 477143101                                           Page 6 of 12 Pages

1        Names of Reporting Persons
         I.R.S. Identification Nos. of above persons (entities only)

                  SFM DOMESTIC INVESTMENTS LLC

2        Check the Appropriate Box If a Member of a Group (See Instructions)

                                        a. [ ]
                                        b. [X]

3        SEC Use Only

4        Citizenship or Place of Organization

                  DELAWARE

                            5             Sole Voting Power
Number of                                          1,878,615
 Shares
Beneficially                6             Shared Voting Power
 Owned By                                          0
  Each
Reporting                   7             Sole Dispositive Power
 Person                                            1,878,615
  With
                            8             Shared Dispositive Power
                                                   0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    1,878,615

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain
         Shares (See Instructions)

                                    [X]

11       Percent of Class Represented By Amount in Row (9)

                                    1.8%

12       Type of Reporting Person (See Instructions)

                                    OO



                                  SCHEDULE 13G
CUSIP No. 477143101                                           Page 7 of 12 Pages

1        Names of Reporting Persons
         I.R.S. Identification Nos. of above persons (entities only)

                  GEORGE SOROS (in the capacity described herein)

2        Check the Appropriate Box If a Member of a Group (See Instructions)

                                        a. [ ]
                                        b. [X]

3        SEC Use Only

4        Citizenship or Place of Organization

                  UNITED STATES

                            5             Sole Voting Power
Number of                                          13,682,531
 Shares
Beneficially                6             Shared Voting Power
 Owned By                                           4,018,182
  Each
Reporting                   7             Sole Dispositive Power
 Person                                            13,682,531
  With
                            8             Shared Dispositive Power
                                                    4,018,182

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    17,700,713

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain
         Shares (See Instructions)

                                    [  ]

11       Percent of Class Represented By Amount in Row (9)

                                    17.3%

12       Type of Reporting Person (See Instructions)

                                    IA




                                                              Page 8 of 12 Pages
Item 1(a).        Name of Issuer:

                  JetBlue Airways Corporation (the "Issuer")

Item 1(b).        Address of the Issuer's Principal Executive Offices:

                  118-29 Queens Boulevard, Forest Hills, New York  11375

Item 2(a).        Name of Person Filing:

                  The  Statement is  filed on  behalf  of each  of the following
persons (collectively, the "Reporting Persons"):

                  i) Quantum Industrial Partners LDC ("QIP");

                  ii) QIH Management Investor, L.P. ("QIHMI");

                  iii) QIH Management LLC ("QIH Management");

                  iv) Soros Fund Management LLC ("SFM LLC");

                  v) SFM Domestic Investments LLC ("SFM Domestic Investments");
                     and

                  vi) Mr. George Soros ("Mr. Soros").

                  This Statement relates to Shares  (as defined herein) held for
the accounts of QIP, SFM Domestic Investments  and Open Society Institute, a New
York trust ("OSI").

                  QIHMI, an investment  advisory firm, is vested with investment
discretion over the Shares held for the account of QIP. The sole general partner
of  QIHMI  is  QIH  Management.  SFM  LLC  is  the  sole  managing member of QIH
Management. Mr. Soros is the Chairman of SFM LLC and the sole managing member of
SFM Domestic Investments. Mr. Soros serves as a trustee of OSI.

Item 2(b).        Address of Principal Business Office or, if None, Residence:

                  The address of the principal business office of each of QIHMI,
QIH Management, SFM LLC, SFM Domestic Investments,  and Mr. Soros is 888 Seventh
Avenue,  33rd  Floor,  New York,  New York 10106.  The address of the  principal
business  office of QIP is Kaya Flamboyan 9,  Willemstad,  Curacao,  Netherlands
Antilles.

Item 2(c).        Citizenship:

                  i) QIP is a Cayman Islands exempted limited duration company;

                  ii) QIHMI is a Delaware limited partnership;

                  iii) QIH Management is a Delaware limited liability company;

                  iv) SFM LLC is a Delaware limited liability company;

                  v) SFM Domestic Investments is a Delaware limited liability
                     company; and

                  vi) Mr. Soros is a United States citizen.


                                                              Page 9 of 12 Pages

Item 2(d).        Title of Class of Securities:

                  Common Stock, $0.01 par value per share (the "Shares").

Item 2(e).        CUSIP Number:

                  477143101

Item 3.           If  this  statement  is  filed  pursuant  to Rule 13d-1(b), or
                  13d-2(b)  or  (c),  check  whether  the  person  filing  is a:

                  This Item 3 is not applicable.

Item 4.           Ownership:

Item 4(a).        Amount Beneficially Owned:

                  As of December 31, 2003, each of  the Reporting Persons may be
deemed the beneficial owner of the following number of Shares:

                  (i)      Each of QIP, QIHMI, QIH Management and SFM LLC may be
                           deemed the  beneficial owner of the 11,803,916 Shares
                           held for the account of QIP.

                  (ii)     SFM Domestic Investments may be deemed the beneficial
                           owner of 1,878,615 Shares held for its account.

                  (iii)    Mr.  Soros  may  be  deemed  the  beneficial owner of
                           17,700,713   Shares.   This   number   includes   (A)
                           11,803,916  Shares  held  for the account of QIP, (B)
                           1,878,615 Shares held for the account of SFM Domestic
                           Investments,  and  (C) 4,018,182  Shares held for the
                           account of OSI.

Item 4(b).        Percent of Class:

                  (i)      The number of Shares of which each of QIP, QIHMI, QIH
                           Management  and  SFM  LLC  may  be  deemed  to be the
                           beneficial owner  constitutes approximately 11.6% of
                           the total number  of Shares  outstanding  (based upon
                           information   provided   by   the   Issuer   in   its
                           most  recent  annual  report  on Form 10-K, the total
                           number of Shares  outstanding  as of January 31, 2004
                           was 102,168,722).

                  (ii)     The   number   of   Shares   of  which  SFM  Domestic
                           Investments may be  deemed to be the beneficial owner
                           constitutes  approximately 1.8% of  the total number
                           of Shares outstanding.

                  (iii)    The number of Shares of which Mr. Soros may be deemed
                           to be the  beneficial owner constitutes approximately
                           17.3% of  the  total  number  of Shares outstanding.


                                                             Page 10 of 12 Pages

Item 4(c).        Number of shares as to which such person has:

QIP, QIHMI, QIH Management and SFM LLC:
---------------------------------------

(i)      Sole power to vote or to direct the vote:                    11,803,916

(ii)     Shared power to vote or to direct the vote:                           0

(iii)    Sole power to dispose or to direct the disposition of:       11,803,916

(iv)     Shared power to dispose or to direct the disposition of:              0

SFM Domestic Investments:
-------------------------

(i)      Sole power to vote or to direct the vote:                     1,878,615

(ii)     Shared power to vote or to direct the vote:                           0

(iii)    Sole power to dispose or to direct the disposition of:        1,878,615

(iv)     Shared power to dispose or to direct the disposition of:              0

Mr. Soros:
----------

(i)      Sole power to vote or to direct the vote:                    13,682,531

(ii)     Shared power to vote or to direct the vote:                   4,018,182

(iii)    Sole power to dispose or to direct the disposition of:       13,682,531

(iv)     Shared power to dispose or to direct the disposition of:      4,018,182

Item 5.           Ownership of Five Percent or Less of a Class:

                  SFM  Domestic  Investments  has  ceased  to be the beneficial
owner of more than five percent of the outstanding Shares.

Item 6.           Ownership of More than Five Percent on Behalf of Another
                  Person:

                  (i) The  shareholders  of QIP,  including  Quantum  Industrial
Holdings Ltd., a British Virgin Islands international business company, have the
right to participate in the receipt of dividends from, or proceeds from the sale
of, the  Shares held for  the account of QIP in  accordance with their ownership
interests in QIP.

                  (ii) Certain  members  of  SFM  Domestic  Investments have the
right  to participate  in the  receipt  of dividends from, and proceeds from the
sale of,  the  Shares  held  for  the  account  of SFM  Domestic  Investments in
accordance with their membership interests in SFM Domestic Investments.

                  (iii) OSI has the sole right to participate in the receipt of
dividends from, and proceeds  from the sale of, the Shares held for its account.


                                                             Page 11 of 12 Pages

                  The inclusion of securities  held for the account of OSI shall
not be  deemed  an  admission  that  Mr.  Soros  has or may be  deemed  to  have
beneficial ownership of such securities.

Item 7.           Identification  and  Classification  of  the  Subsidiary Which
                  Acquired the Security  Being Reported on by the Parent Holding
                  Company:

                  This Item 7 is not applicable.

Item 8.           Identification and Classification of Members of the Group:

                  This Item 8 is not applicable.

Item 9.           Notice of Dissolution of Group:

                  This Item 9 is not applicable.

Item 10.          Certification:

                  This Item 10 is not applicable.


                                                             Page 12 of 12 Pages

                                   SIGNATURES

     After  reasonable  inquiry and to the best of my knowledge and belief,  the
undersigned  certifies that the information set forth in this statement is true,
complete and correct.

Date:  February 17, 2004               QUANTUM INDUSTRIAL PARTNERS LDC

                                       By:/s/ John F. Brown
                                          ---------------------------------
                                          John F. Brown
                                          Attorney-in-Fact

                                       QIH MANAGEMENT INVESTOR, L.P.

                                       By: QIH Management LLC,
                                           its General Partner

                                       By: Soros Fund Management LLC
                                           its Managing Member

                                       By:/s/ John F. Brown
                                          --------------------------
                                          John F. Brown
                                          Assistant General Counsel

                                       QIH MANAGEMENT LLC

                                       By: Soros Fund Management LLC
                                           its Managing Member

                                       By:/s/ John F. Brown
                                          --------------------------
                                          John F. Brown
                                          Assistant General Counsel

                                       SOROS FUND MANAGEMENT LLC

                                       By:/s/ John F. Brown
                                          --------------------------
                                          John F. Brown
                                          Assistant General Counsel

                                       SFM DOMESTIC INVESTMENTS LLC

                                       By: George Soros
                                           Its Managing Member

                                       By:/s/ John F. Brown
                                          --------------------------
                                          John F. Brown
                                          Attorney-in-Fact

                                       GEORGE SOROS

                                       By:/s/ John F. Brown
                                          --------------------------
                                          John F. Brown
                                          Attorney-in-Fact