<PAGE>

                             UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                                   
                               FORM 10-Q
                                   
     {X}  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934.
                                   
             For the quarterly period ended September 30, 1996
                                   
                                  OR
                                   
      { }TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934
                                   
              For the transition period from               to
                                   
                     Commission File No:  0-17895
                                   
                         MESABA HOLDINGS, INC.
                                   
               Incorporated under the laws of Minnesota
                                   
                              41-1616499
                       (I.R.S. Employer ID No.)
                                   
                        7501 26th Avenue South
                        Minneapolis, MN  55450
                            (612) 726-5151
                                   
                                   
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   X        No
                        -----         -----

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

               Class               Outstanding as of November 6,1996
              -------              ---------------------------------
          Common Stock
          par value $.01 per share                12,765,796


<PAGE>

                     PART I. FINANCIAL INFORMATION

           SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements in the Quarterly Report on Form 10-Q under the caption
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" as well as oral statements that may be made by
the Company or by officers, directors or employees of the Company
acting on the Company's behalf, that are not historical fact
constitute "forward looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended.  Such forward looking
statements involve factors that could cause the actual results of the
Company to differ materially from historical results or from any
results expressed or implied by such forward-looking statements.  The
Company cautions the public not to place undue reliance on forward-
looking statements, which may be based on assumptions and anticipated
events that do not materialize.  Factors which could cause the
Company's actual results to differ from forward-looking statements
include the ability of the Company to secure an extended or expanded
Airlink Agreement with Northwest Airlines; the price of aviation fuel;
changes in regulations affecting the Company, including DOT and FAA
regulations; the acquisition and phase-in of a new fleet of aircraft;
downturns in economic activity; and seasonal factors.


<PAGE>

Item 1. CONSOLIDATED FINANCIAL STATEMENTS

                      MESABA HOLDINGS, INC.
                   CONSOLIDATED BALANCE SHEETS
             (in thousands, except share information)

                              ASSETS
<TABLE>
<CAPTION>

                                             September 30,     March 31,
                                                 1996            1996
                                             -------------     ---------
                                              (Unaudited)     
<S>                                              <C>            <C>
CURRENT ASSETS:                                               
  Cash and short-term investments                $  46,708      $  29,428
  Accounts receivable, net                           7,235          9,254
  Inventories                                        2,581          1,666
  Prepaid expenses and deposits                      3,445          2,774
  Deferred income taxes                              1,901          1,343
                                                  --------       --------  
     Total current assets                           61,870         44,465
                                                  --------       --------
                                                                         
PROPERTY AND EQUIPMENT:                                                  
  Facilities under capital lease                     9,147          9,147
  Flight equipment                                  12,985         10,439
  Other property and equipment                      10,602          9,644
  Accumulated depreciation and amortization        (18,308)       (16,842)
                                                   --------     ---------
     Net property and equipment                     14,426         12,388
                                                                         
DEFERRED INCOME TAXES                                  284            312
                                                                         
OTHER ASSETS AND DEFERRED COSTS                     16,012          1,039
                                                 ---------      ---------
                                                 $  92,592      $  58,204
                                                 =========      =========
                                                              
</TABLE>
                                                              
                                                              
                                                              
                                                              
                                                              
The accompanying notes to interim consolidated financial
statements are an integral part of these balance sheets.

<PAGE>
                                   
                      MESABA HOLDINGS, INC.
             CONSOLIDATED BALANCE SHEETS (Continued)
             (in thousands, except share information)

               LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                September 30,      March 31,
                                                    1996              1996
                                                -------------      -----------
                                                 (Unaudited)     
<S>                                                <C>               <C>
CURRENT LIABILITIES:                                          
  Current maturities of capital lease obligations  $      413        $      399
  Accounts payable                                     10,402             7,323
  Accrued liabilities                                                       
     Payroll                                            5,838             3,871
     Maintenance                                        6,126             3,341
     Other                                              5,340             2,389
                                                   ----------         ---------
     Total current liabilities                         28,119            17,323
                                                                            
LONG-TERM OBLIGATIONS, net of current maturities        5,409             5,654
                                                                            
OTHER LIABILITIES AND DEFERRED CREDITS                 17,623               812
                                                                            
SHAREHOLDERS' EQUITY:                                                       
Common stock,  $.01 par value;  15,000,000                                  
shares authorized, 12,763,796 and                                           
12,744,046 shares issued and outstanding                  128               127
respectively
Paid-in capital                                        39,985            39,822
Retained earnings (deficit)                             1,328           (5,534)
                                                    ---------         ---------
     Total shareholders' equity                        41,441            34,415
                                                    ---------         ---------
                                                    $  92,592         $  58,204
                                                    =========         =========

</TABLE>




The accompanying notes to interim consolidated financial
statements are an integral part of these balance sheets.
                                   

<PAGE>                           
                                   
                        MESABA HOLDINGS, INC.
                CONSOLIDATED STATEMENTS OF OPERATIONS
                             (Unaudited)
             (in thousands, except per share information)
<TABLE>
<CAPTION>
                             Three Months ended     Six Months ended
                                September 30,         September 30,
                             ------------------     ----------------
                              1996       1995       1996       1995
                              -------  ---------  ---------  ---------    
<S>                         <C>        <C>        <C>        <C>
OPERATING REVENUES:                                          
Passenger                   $  46,230  $  45,949  $  88,160  $  89,034
Freight and other                 445      1,031        936      2,593
                            ---------  ---------  ---------  ---------
   Total operating revenues    46,675     46,980     89,096     91,627

OPERATING EXPENSES:                                                   
Wages and benefits             12,623     11,934     24,521     24,506
Aircraft fuel                   4,341      4,914      8,257      9,637
Aircraft maintenance            6,032      5,283     11,389      9,386
Aircraft rents                  7,725      8,224     15,151     16,503
Landing fees                    1,253        960      2,382      2,203
Insurance and taxes             1,321      1,681      2,493      3,486
Depreciation and amort          1,022      1,390      2,002      2,859
Administrative and other        5,858      8,001     11,332     16,078
                            ---------  ---------  ---------  ---------
   Total operating expenses    40,175     42,387     77,527     84,658
                                                                      
   Operating income             6,500      4,593     11,569      6,969
                                                                      
NONOPERATING INCOME(EXPENSE                                           
Interest expense                 (128)      (142)      (261)      (268)
Other, net                        297     49,738        543     50,221
                            ---------  ---------  ---------  ---------
   Other income, net              169     49,596        282     49,953
                                                                      
 Income before income taxes     6,669     54,189     11,851     56,922

PROVISION FOR INCOME TAXES      2,809      2,332      4,990      3,657
                            ---------  ---------  ---------  ---------
NET INCOME                  $   3,860  $  51,857  $   6,861  $  53,265
                            =========  =========  =========  =========
                                                                      
NET INCOME PER COMMON SHARE $    0.30  $    4.71  $    0.53  $    5.06
                            =========  =========  =========  =========                                          
WEIGHTED AVERAGE SHARES                                               
OUTSTANDING                    12,962     11,016     12,970     10,519
                            =========  =========  =========  =========
</TABLE>

The accompanying notes to interim consolidated financial statements
are an integral part of these financial statements.

<PAGE>
                                   
                       MESABA HOLDINGS, INC.
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (Unaudited, in thousands)
<TABLE>
<CAPTION>
                                  
                                                       Six Months ended
                                                        September 30,
                                                     ---------------------
                                                        1996       1995
                                                     ---------   ---------
<S>                                                  <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                      
Net Income                                           $   6,861   $  53,265
Adjustments to reconcile net income to net cash                      
provided by operating activities:
     Gain on Distribution of Subsidiary                     -      (49,303)
     Depreciation and amortization                       2,002       2,859
     Accrued maintenance, long term                       (789)       (199)
     Deferred Income tax provision                        (530)       (696)
Changes in current operating items:                                  
     Accounts receivable, net                            2,019     (1,238)
     Income tax payable                                  1,920       1,887
     Inventories                                          (915)        (97)
     Advance payments and deposits                        (671)     (3,163)
     Accounts payable                                    3,079       5,711
     Other accrued liabilities                           5,784       2,285
                                                     ----------  ----------
Net cash provided by operating activities               18,760      11,311
                                                                     
CASH FLOWS FROM INVESTING ACTIVITIES:                                
     Purchase of property and equipment                 (1,409)     (3,421)
     Other, net                                             (4)         (9)
                                                     ----------   ---------
Net cash used for investing activities                  (1,413)     (3,430)
                                                                     
CASH FLOWS FROM FINANCING ACTIVITIES:                                
     Issuance of common stock                              164       8,072
     Distribution of Subsidiary, (net)                      -      (21,372)
     Repayment of long-term obligations                   (231)       (153)
     Payment of cash dividend                               -         (520)
                                                     ----------  ----------
Net cash used for financing activities                     (67)    (13,973)
                                                     ----------  ----------
NET INCREASE (DECREASE) IN CASH AND SHORT-TERM          17,280     (6,092)
INVESTMENTS
                                                                     
CASH AND SHORT-TERM INVESTMENTS:                                     
     Beginning of period                                29,428      30,616
                                                     ----------  ----------
     End of period                                   $  46,708   $  24,524
                                                                     
SUPPLEMENTARY CASH FLOW INFORMATION:                                 
     Cash paid during period for:
     Interest                                        $     128   $     142
     Income taxes                                    $   2,437   $   2,325
     Noncash investing activities for the three                      
months ended September 30, 1996
included the following:
     Rotable and spare parts inventory acquired      
with integration funds                               $   4,354         -
                                                     =========   ==========
                                                               
</TABLE>
      
The accompanying notes to interim consolidated financial statements
are an integral part of these statements.

<PAGE>

                         MESABA HOLDINGS, INC.
            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements included herein have been
prepared by Mesaba Holdings, Inc. (the "Company"), without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission.  The information  furnished in the consolidated financial
statements includes normal recurring adjustments and reflects all
adjustments which are, in the opinion of management, necessary for a
fair presentation of such consolidated financial statements.  The
Company's business is seasonal and, accordingly, interim results are
not indicative of results for a full year.  Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations,
although the Company believes that the disclosures are adequate to
make the information presented not misleading.  It is suggested that
these consolidated financial statements be read in conjunction with
the financial statements for the year ended March 31, 1996, and the
notes thereto, included in the Company's Annual Report or Form 10-K
filed with the Securities and Exchange Commission.

1. Basis of Presentation

The consolidated financial statements include the financial position
and results of operations of the Company and its subsidiary, Mesaba
Aviation, Inc. ("Mesaba").  The statements also include the results of
operations of Airways Corporation ("Airways") and its subsidiary
AirTran Airways, Inc. ("AirTran Airways") prior to the distribution of
100% of the outstanding common stock of Airways to the Company's
shareholders in a spin-off approved by the shareholders on August 29,
1995 and occurring in early September 1995.  Under the Distribution
Agreement between the Company, Mesaba, Airways and AirTran Airways
dated as of July 13, 1995, as amended September 8, 1995, such
distribution was deemed to have occurred on August 31, 1995 for
accounting purposes.  All significant intercompany balances have been
eliminated in consolidation.

2. Agreements with Northwest

Mesaba is a regional air carrier providing scheduled passenger and air
freight service to 62 cities in the Upper Midwest and Canada.
Effective December 1, 1984, Mesaba began operating as Mesaba/Northwest
Airlink ("Airlink") under a cooperative marketing agreement with
Northwest Airlines, Inc. ("Northwest").  On September 15, 1988, the
agreement was restated as the Airline Services Agreement and modified
effective December 10, 1988 to add Airlink service for Northwest's hub
airport in Detroit, Michigan.  Mesaba and Northwest subsequently
amended the Airline Services Agreement effective April 1, 1992 and
January 1, 1996 (as amended, the "Airlink Agreement") to provide,
among other things, a five-year extension to March 31, 1997, exclusive
rights to designated service areas and support in acquiring new
aircraft and equipment.  Either party may terminate the agreement on
eight months' notice any time after July 31, 1996.

<PAGE>

Mesaba, through the Airlink Agreement and other agreements, receives
ticketing and certain check-in, baggage and freight handling services
from Northwest at certain airports.  In addition, Mesaba receives its
computerized reservation services from Northwest.  Northwest also
performs all marketing schedules and yield management and pricing
services for Mesaba's flights. Approximately 74% of Mesaba's
passengers connected with Northwest during the period.  Substantially
all accounts receivable balances in the accompanying balance sheets
are due from Northwest.  Loss of Mesaba's affiliation with Northwest
or Northwest's failure to make timely payments of amounts owed to
Mesaba or to otherwise materially perform under the Airlink Agreement
for any reason would have a material adverse effect on the Company's
operations and financial position.

The  Company,  Mesaba and Northwest entered into an  agreement,  dated
October 25, 1996 (the "Jetlink Agreement"), under which Mesaba expects
to  operate  12 Avro/AI(R) RJ85 ("RJ85") regional jets for  Northwest.
The  aircraft will be leased or subleased from Northwest and  will  be
operated  as  Northwest  Jetlink from the Minneapolis/Saint  Paul  and
Detroit   hubs  according  to  routes  and  schedules  determined   by
Northwest.   Jet service is expected to begin in the first quarter  of
fiscal year 1998.

3. Earnings Per Share

Net income per share has been computed based upon the weighted average
number of common and common equivalent shares outstanding during each
period.  The equivalent shares include all shares issuable upon the
exercise of stock options.

4.  Aircraft Additions

On  March  7,  1996, Mesaba entered into a preliminary agreement  with
Saab Aircraft of America, Inc. ("Saab") for the acquisition of 30  new
Saab  340BPlus aircraft and 20 used Saab 340A aircraft.  10 Saab  340A
aircraft  have been delivered during the current year and the  balance
of these aircraft are expected to be phased into service over the next
two years to replace Mesaba's existing fleet of 25 deHavilland Dash  8
("Dash  8")  and 22 Fairchild Metro III ("Metro III")  aircraft.   The
Company  also  entered into an option agreement for 10 additional  new
Saab 340BPlus aircraft and 12 additional used Saab 340A aircraft.

The  Jetlink  Agreement provides for the delivery of 12 RJ85  regional
jets  to  Mesaba, at a rate of approximately one aircraft  per  month,
beginning in April 1997.

 5.  Deferred Credits

In order to assist the Company in integrating new aircraft into its
fleet, certain manufacturers provide the Company with spare parts or
other credits.  The Company has deferred these amounts and amortizes
them over the terms of the related aircraft leases as a reduction of
rent expense.  $61 was amortized during the period ended September 30,
1996.

<PAGE>

6. Reclassifications

Certain balances in the fiscal 1996 consolidated financial statements
have been reclassified to conform with the fiscal 1997 presentation.
These reclassifications had no impact on net income or shareholders'
equity as previously reported.

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Item 2.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996
AND 1995 (IN  THOUSANDS, EXCEPT PER SHARE DATA)

EARNINGS SUMMARY.  The Company reported net income of $3,860 or $.30
per share for the three months ended September 30, 1996, compared to
$51,857 or $4.71 per share in the same period last year.  Earnings in
the prior year included a one-time $49,303 nonoperating gain from the
spin-off of Airways.  Earnings per share without the gain were $.23
including a $.03 per share contribution from AirTran Airways.
Weighted average shares outstanding increased 17.7% from 11,016 to
12,962, due primarily to the issuance of shares to Northwest Aircraft
Inc. in lieu of shares  of granted Airways as a result of the spin-off
of Airways Corporation, Northwest exercising pre-existing warrants,
and the exercise of stock options by current and former employees.

OPERATING REVENUES.  Total operating revenues decreased 0.6% in the
second quarter of fiscal 1997 to $46,675 from $46,980 in the year
earlier quarter, which included revenues of AirTran Airways. Mesaba's
operating revenues increased 23.7% to $46,675 from $37,729, and
revenue passenger miles increased 37.4% to 118,714 from 86,400.
Passenger revenue per available seat mile ("RASM") increased 6.0% to
$.212 from $.200 in the previous year's second quarter.  Mesaba's
average load factor was 54.3% in the current quarter compared to 46.6%
during the same period a year ago.  The improvement in traffic, load
factor and RASM are attributable to the inclusion of Mesaba's fares in
Northwest's discount fare programs as well as overall increases in
passenger demand within the industry.

OPERATING EXPENSES.  Total operating expenses decreased 5.2% to
$40,175 in the current quarter compared to $42,387 in the prior year's
second quarter. The decrease is attributable to the elimination of
AirTran Airways' operating expenses.  Mesaba's operating expenses
increased 19.2% to $40,175 from $33,707. Available seat miles ("ASMs")
flown for Mesaba increased 17.8% to 218,472 in the second quarter of
fiscal 1997 from 185,460 in the year earlier quarter.    The increase
in ASMs was primarily accomplished by increasing utilization of the
existing Dash 8 and Metro III aircraft and the addition of the Saab
340A aircraft.  Mesaba has taken delivery of 10 Saab 340A aircraft
this year (six in the current quarter), eight of which were in revenue
service at September 30, 1996.  Four Metro III aircraft were returned
to lessors during the current quarter.  A discussion of the changes in
Mesaba's operating expense line items follows:

Wages and benefits increased to $12,623 in the second quarter of
fiscal 1997 from $11,934 in the second quarter of fiscal 1996.
Mesaba's direct labor expenses increased $1,913 or 17.9% from $10,710
in the same period last year.  The majority of the increase was
attributable to increased wages paid to flight crews due to a 17.2%
increase in block hours flown and the addition of flight crews to
support the fleet transition program.  The remaining increase was due
to increased personnel levels and normal wage and benefit increases.

<PAGE>

Fuel costs decreased to $4,341 in this year's second quarter compared
to $4,914 in last year's second quarter.  Mesaba's cost of fuel
increased $850, or 24.3%, from $3,491 over the same period last year.
The increase is attributable to a 13.4% increase in consumption and a
10.9% increase in fuel costs.  The cost of fuel, including taxes and
pumping fees, was 83.5 cents per gallon in the current quarter
compared to 75.3 cents a year ago.  Until October 1995, airlines were
exempt from a 4.3 cents per gallon federal tax on aviation fuel.  The
remaining net decrease in fuel expense is related to the spin-off of
AirTran Airways.  Certain provisions of the Airlink Agreement with
Northwest protects Mesaba from future  increases in fuel prices.

Direct maintenance expense, excluding wages and benefits, increased to
$6,032 in the second quarter of fiscal 1997 from $5,283 in the second
quarter of fiscal 1996. Mesaba's direct maintenance costs increased
$1,895 or 45.8% from $4,137.  This increase was primarily attributable
to the addition of 10 Saab 340A aircraft to the fleet and the transfer
of all costs of major overhaul and repairs on the Dash 8 fleet to
Mesaba from Northwest.  Under the terms of the amended Airlink
Agreement, effective January 1, 1996,  Mesaba became solely
responsible for these costs.  Prior to that date, those expenses were
paid directly by Northwest.  The additional maintenance costs for the
Saab 340 and Dash 8 aircraft were partially offset by the lower costs
of operating the Metro III aircraft due primarily to the one-time
installation costs of FAA mandated TCAS upgrades and other repairs
made to the Metro III fleet last year.

Aircraft rents decreased to $7,725 in this year's second quarter
compared to $8,224 a year ago. Mesaba's rents increased $225 or 3.0%
from $7,500 in the second quarter of fiscal 1996.  Mesaba added six
Saab 340A aircraft during the quarter increasing the total fleet of
Saab aircraft to 10. Mesaba also returned four Metro III aircraft to
lessors during the current period.  The last Fokker F27 ("F27")
aircraft was retired during the second fiscal quarter of 1996.

Total landing fees increased 30.5% to $1,253 in the second quarter of
fiscal 1997 compared to $960 for the second quarter of fiscal 1996.
Mesaba's landing fees increased $490 or 64.2% from $763 in the year
earlier period.  The increase is attributable to a 21.5% increase in
departures, an increase in the average gross landing weight due to the
changing mix of the aircraft in the fleet and an increase in the
overall effective landing fee rate.

Insurance and taxes decreased 21.4% to $1,321 in the second quarter of
fiscal 1997 compared to $1,681 in the year earlier period.  Mesaba's
costs increased $63 or 5.0% from $1,258 in the comparable period last
year.  This is due primarily to an increase in passenger liability
insurance due to increased traffic and an increase in property taxes,
offset by lower expenses for hull insurance caused by the normal
decline in fleet values.

Depreciation and amortization totaled $1,022 in the second quarter of
fiscal 1997 down from $1,390 in the second quarter of fiscal 1996.
Mesaba's costs decreased $113 or 10.0% from $1,135 in the same period
last year.  The lower level of depreciation and amortization resulted
from elimination of capitalized overhauls as part of the phase out of
the F27 fleet.  In April 1992, the Company paid a contract rights fee
in the form of amended stock purchase warrants to Northwest as a part
of the extension of the Airlink Agreement.  Contract rights are being
amortized on a straight-line basis over the extended term of the
Airlink Agreement through March 31, 1997.

<PAGE>

Administrative and other costs amounted to $5,858 in the current
quarter, down from $8,001 in the second quarter of fiscal 1996.
Mesaba's administrative and other costs increased $1,209 or 26.0% in
the current period from $4,649 in the same period last year.  This
increase is primarily attributable to higher crew related expenses
associated with increased flying and training to support the fleet
transition program and increased airport and passenger related
expenses due to an increase in traffic and the number of cities
served, offset by lower legal and other fees incurred in the prior
year associated with the spin-off of Airways.

OPERATING INCOME.  Operating income totaled $6,500 in the current
period, an increase of 41.5% from $4,593 a year ago.  Mesaba's
operating income increased $2,478 or 61.6% from $4,022.  Mesaba's
operating margin increased to 13.9% from 10.7% in the prior year's
second quarter.

NONOPERATING INCOME.  Nonoperating income decreased to $169 in the
current quarter from $49,596 in the prior year's second quarter as a
result of a $49,303 nontaxable gain on the spin-off of Airways and
lower interest income.  During the current year the Company began
investing in tax-free securities which lowers overall interest income
but effectively maximizes the after-tax yield on its idle cash.

PROVISION FOR INCOME TAXES.  The Company's effective tax rate was
42.1% in the second quarter of fiscal 1997 and 47.7% in fiscal 1996
net of the $49,303 nontaxable gain reflecting lower levels of
nondeductible expenses in the current period.

<PAGE>

A quarter-to-quarter comparison of operating costs per available seat
mile and operating statistics is shown in the following tables.  These
previous period figures do not include the activity of Airways.

<TABLE>
<CAPTION>
                                              Three months ended
                                                September 30,
                                          -----------------------

Operating Costs Per Available Seat            1996           1995
-----------------------------------------------------------------------
<S>                                            <C>            <C>
Mile
Labor and related costs                        5.8 Cents      5.8 Cents
Aircraft fuel costs                            2.0            1.9
Aircraft maintenance costs                     2.8            2.2
Aircraft rents                                 3.5            4.0
Landing fees                                   0.6            0.4
Insurance and taxes                            0.6            0.7
Depreciation and amortization                  0.5            0.6
Administrative and other costs                 2.6            2.6
                                            ------------     ----------
Total                                         18.4 Cents     18.2 Cents

<CAPTION>

                                              Three months ended
                                                 September 30,
                                         -----------------------------
Operating statistics                          1996          1995
----------------------------------------------------------------------
<S>                                        <C>           <C>
Revenue passengers carried                 525,700       396,000
Revenue passenger miles (000)              118,714        86,400
Available seat miles (000)                 218,472       185,460
Passenger load factor                         54.3%         46.6%
Passenger revenue per available seat          21.2 CENTS    20.0 CENTS
mile
Yield per revenue passenger mile              38.9 CENTS    43.0 CENTS
Departures                                  38,033        31,293
Aircraft in service                             56            51
</TABLE>

<PAGE>


RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996 AND
1995 (IN THOUSANDS EXCEPT PER SHARE DATA)

EARNINGS SUMMARY.  The Company reported net income of $6,861 or $.53
per share for the six months ended September 30, 1996, compared to
$53,265 or $5.06 per share in the same period of fiscal 1996. Earnings
in the prior year included a one-time $49,303 nonoperating gain from
the spin-off of Airways.  Earnings per share without the gain were
$.38 including a $.03 per share contribution from Airtran Airways.
Weighted average shares outstanding increased 23.3% from 10,519 to
12,970, due primarily to the issuance of shares to Northwest Aircraft
Inc. in lieu of shares of Airways granted as a result of the spin-off
of Airways Corporation, Northwest exercising pre-existing warrants,
and the exercise of stock options by current and former employees.

OPERATING REVENUES.  Total operating revenues decreased 2.8% in the
first half of fiscal 1997 to $89,096 from $91,627 in the year earlier
period, which included revenues of AirTran Airways.  Mesaba's
operating revenues increased 22.1% from $72,962, and revenue passenger
miles increased 33.5% to 222,926 from 166,958.  RASM increased 7.0% to
$.213 from $.199 in the previous year's first half.  Mesaba's average
load factor was 53.9% in the current period compared to 46.4% during
the same period a year ago.  The improvement in traffic, load factor
and RASM are attributable to the inclusion of Mesaba's fares in
Northwest's discount fare programs as well as overall increases in
passenger demand within the industry.

OPERATING EXPENSES.  Total operating expenses decreased 8.4% to
$77,527 in the current period compared to $84,658 in the prior year's
first half.  The decrease is attributable to the elimination of
AirTran Airways' operating expenses.  Mesaba's operating expenses
increased 17.1% to $77,527 from $66,185.   Available seat miles flown
for Mesaba increased 14.8% to 413,490 in the first half of fiscal 1997
from 360,181 in the year earlier period.    The increase in ASMs was
primarily accomplished by increasing utilization of the existing Dash
8 and Metro III aircraft.  Additionally,  Mesaba took delivery of 10
Saab 340A aircraft during the current period, eight of which were in
revenue service at September 30, 1996.  Also, four Metro III aircraft
were returned to lessors during the current period.   A discussion of
the changes in Mesaba's operating expense line items follows:

Wages and benefits increased to $24,521 in the first half of fiscal
1997 from $24,506 in the first half of fiscal 1996.  Mesaba's direct
labor expenses increased $3,064 or 14.3% from $21,457 in the same
period last year.  The majority of the increase was attributable to
increased wages paid to flight crews due to a 15.4% increase in block
hours flown and the addition of flight crew personnel to support the
fleet transition program.  The remaining increase was due to increased
personnel levels and normal wage and benefit increases.

Fuel costs decreased to $8,257 in this year's first half compared to
$9,637 in last year's first half.  Mesaba's cost of fuel increased
$1,522, or 22.6%, from $6,735 over the same period last year.  The
increase is attributable to a 11.7% increase in consumption and a
10.9% increase in fuel costs. The cost of fuel, including taxes and
pumping fees, was 83.5 cents per gallon in the current half compared
to 75 cents a year ago.  Until October 1995, airlines were exempt from
a 4.3 cents per gallon federal tax on aviation fuel.  The remaining
net decrease in fuel expense is related to the elimination of AirTran
Airways.  Certain provisions of the Airlink Agreement with Northwest
protects Mesaba from future  increases in fuel prices.

<PAGE>

Direct maintenance expense, excluding wages and benefits, increased to
$11,389 in the first half of fiscal 1997 from $9,386 in the first half
of fiscal 1996.  Mesaba's direct maintenance expense increased $4,198
or 58.4% from $7,191.  This increase was primarily attributable to the
addition of 10 Saab 340A aircraft to the fleet and the transfer of all
costs of major overhaul and repairs on the Dash 8 fleet to Mesaba from
Northwest.  Under the terms of the amended Airlink Agreement,
effective January 1, 1996,  Mesaba became solely responsible for these
costs.  Prior to that date, those expenses were paid directly by
Northwest.

Aircraft rents decreased to $15,151 in this year's first half compared
to $16,503 a year ago.  Mesaba's rents increased $150 or 1.0% from
$15,001 in the first half of fiscal 1996.  Mesaba added 10 Saab 340A
aircraft during the period and returned four Metro III's aircraft to
lessors.  The last F27 aircraft was retired during the first fiscal
half of 1996.

Total landing fees increased 8.1% to $2,382 in the first half of
fiscal 1997 compared to $2,203 for the first half of fiscal 1996.
Mesaba's landing fees increased $639 or 36.7% from $1,743 in the year
earlier period.  The increase is attributable to a 19.5% increase in
departures and an increase in the overall effective landing fee rate.

Insurance and taxes decreased 28.5% to $2,493 in the first half of
fiscal 1997 compared to $3,486 in the year earlier period.  Mesaba's
costs increased $18 or 0.7% from $2,475 in the comparable period last
year. This is due primarily to an increase in passenger liability
insurance due to increased traffic and an increase in property taxes,
offset by lower expenses for hull insurance caused by the normal
decline in fleet values.

Depreciation and amortization totaled $2,002 in the first half of
fiscal 1997 down from $2,859 in the first half of fiscal 1996.
Mesaba's costs decreased $247 or 11.0% from $2,249 in the same period
last year.  The lower level of depreciation and amortization resulted
from the elimination of capitalized overhauls as part of the phase out
of the F27 fleet.  In April 1992, the Company paid a contract rights
fee in the form of amended stock purchase warrants to Northwest as a
part of the extension of the Airlink Agreement.  Contract rights are
being amortized on a straight-line basis over the extended term of the
Airlink Agreement through March 31, 1997.

Administrative and other costs amounted to $11,332 in the current
period, down from $16,078 in the first half of fiscal 1996.  Mesaba's
administrative costs increased $2,481 or 28.0% in the current period
from $8,851 in the same period last year.  This increase is primarily
attributable to higher crew related expenses associated with increased
flying , training to support the fleet transition program and
increased airport and passenger related expenses due to an increase in
traffic and the number of cities served but was offset by lower legal
and professional fees associated with the spin-off of Airways.

<PAGE>

OPERATING INCOME.  Operating income totaled $11,569 in the current
period, an increase of 66.0% from $6,969 a year ago.  Mesaba's
operating margin increased to 13.0% from 10.1% in the prior year's
first half.

NONOPERATING INCOME.  Nonoperating income decreased to $282 in the
current half from $49,953 in the prior year's first half as a result
of the $49,303 one time gain on the spin-off of Airways and lower
interest income.  During the current period the Company began
investing in tax-free securities which lowers overall interest income
but effectively maximizes the after-tax yield on its idle cash.

PROVISION FOR INCOME TAXES.  The Company's effective tax rate was
42.1% in the first half of fiscal 1996 and 48.0% in fiscal 1996
reflecting lower levels of nondeductible expenses in the current
period.

A six month to six month comparison of operating costs per available
seat mile is shown in the following table.  These figures do not
include the activity of Airways.

<TABLE>
<CAPTION>

                                           Six months ended
                                            September 30,
                                          -----------------------------
Operating Costs Per Available Seat            1996           1995
-----------------------------------------------------------------------
<S>                                            <C>            <C>
Mile
Wages and benefits                             5.9 CENTS      6.0 CENTS
Aircraft fuel                                  2.0            1.9
Aircraft maintenance                           2.8            2.0
Aircraft rents                                 3.7            4.2
Landing fees                                   0.6            0.5
Insurance and taxes                            0.6            0.7
Depreciation and amortization                  0.5            0.6
Administrative and other costs                 2.6            2.5
                                              ----------     ----------
Total                                         18.7 CENTS     18.4 CENTS

<CAPTION>
                                          Six months ended
                                            September 30,
                                          -----------------------------
Operating statistics                          1996          1995
-----------------------------------------------------------------------
<S>                                        <C>           <C>
Revenue passengers carried                 996,000       764,000
Revenue passenger miles (000)              222,926       166,958
Available seat miles (000)                 413,490       360,181
Passenger load factor                         53.9%         46.4%
Passenger revenue per available seat          21.3 CENTS    19.9 CENTS
mile
Yield per revenue passenger mile              39.5 CENTS    43.0 CENTS
Departures                                  72,143        60,381
Aircraft in service                             55            52
</TABLE>
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company's working capital increased to $33,751 with a current
ratio of 2.2 at September 30, 1996 compared to $27,142 and 2.6 at
March 31, 1996.  Cash and short-term investments increased by $17,280
to $46,708 at September 30, 1996.  Net cash flows provided by
operating activities totaled $18,761 in the first half of 1997
compared to $11,311 in the first half of fiscal 1996.  Net cash flows
used for investing activities amounted to $1,413 during the six months
ended September 30, 1996 compared to 3,430 in the year earlier period.
Net cash flows used for financing activities through September 30,
1996 totaled $68 compared to $13,973 in the same period last year.

Long-term obligations, net of current maturities, totaled $5,409 at
September 30, 1996 compared to $5,654 at March 31, 1996.  The ratio of
long-term debt to shareholders' equity decreased to .13 at September
30, 1996 from .16 at March 31, 1996.

The Company took delivery of 10 used Saab 340A aircraft during the
period ended September 30, 1996.  The Company has agreed to acquire a
total of 30 new Saab 340BPlus and 20 used Saab 340A aircraft.  These
aircraft are scheduled for delivery at a rate of approximately two per
month over the next two years.  The Company also has options to
acquire an additional 12 used Saab 340A and 10 new Saab 340BPlus
aircraft.  The Company has also negotiated a financing agreement with
the airframe manufacturer whereby operating lease financing for both
the new and used aircraft are committed to the Company on competitive
rates and terms.  The Company has assigned its rights to the Saab
financing agreement to Northwest, and all currently operated Saab 340
aircraft are subleased from Northwest.  The Company expects to
sublease a substantial number of the future Saab 340 aircraft from
Northwest.

On October 25, 1996, the Company signed an agreement with Northwest to
fly 12 RJ85 regional jets under a new Northwest Jetlink agreement.
The Company will lease the aircraft from Northwest who ordered 12
aircraft from Aero International (Regional) along with options for an
additional 24 aircraft.  The Company will begin taking delivery of the
RJ85's in April 1997 at a rate of approximately one per month.

The Company has historically relied upon cash reserves, internally
generated funds and borrowings to support its working capital
requirements.  The Company has an unsecured agreement with a bank that
provides for borrowings of up to $5,000 under a revolving line of
credit.  No amounts were outstanding under the credit agreement.
Management believes that funds from operations and existing credit
lines will provide adequate resources for meeting non-aircraft capital
needs in fiscal 1997.

<PAGE>

                                    Part II.

Item 4.   Submission of Matters to a Vote of Security Holders

The  Company  filed  with  the Securities and  Exchange  Commission  a
definitive Proxy statement dated July 22, 1996 in connection with  its
annual  meeting  of shareholders held on August 28, 1996.   All  three
persons  nominated by management for election as Class Two  directors,
as   discussed  in  the  definitive  proxy  statement,  were  elected.
Shareholders  also approved the Company's 1996 Director  Stock  Option
Plan.   Shareholders  cast 11,321,172 votes  in  favor  of  the  Plan,
382,888 votes against the Plan, and 75,034 abstentions.  There were no
broker  nonvotes.  In addition, shareholders ratified the  appointment
of  Arthur Andersen LLP as the Company's independent auditors for  the
fiscal year ending March 31, 1997.  Shareholders cast 12,087,114 votes
in  favor  of the ratification, 10,972 votes against the ratification,
and 37,878 abstentions.  There were no broker nonvotes.


Item 5.   Other Information

Regional Jet Services Agreement

     The Company, Mesaba and Northwest entered into an agreement,
dated October 25, 1996 (the "Jetlink Agreement"), under which Mesaba
is to operate 12 RJ85 regional jets for Northwest.  The aircraft, 
which will be configured in a 69 seat, two class cabin, will be 
leased or subleased by Mesaba from Northwest.  Mesaba anticipates
that deliveries of the jet aircraft will begin in April 1997, at a
rate of approximately one aircraft per month.  The aircraft will be
operated as Northwest Jetlink from the Minneapolis/Saint Paul and
Detroit hubs according to routes and schedules determined by
Northwest.  All flights will be designated as Northwest flights using
Northwest's designator code.

     Under the Jetlink Agreement, Mesaba will be responsible for
providing all flight and cabin crews, dispatch control, aircraft
maintenance and repair services and hull and passenger liability
insurance.  Northwest will provide passenger and gate check-in,
aircraft loading and unloading, ticketing, ramp services and fuel and
fueling services, or will compensate Mesaba for providing such
services.

     In consideration of entering into the Jetlink Agreement, the
Company issued a warrant to Northwest on October 25, 1996, for the
purchase of 615,000 shares of the Company's common stock at an initial
exercise price of $10.875 per share, the closing price of such stock
on the NASDAQ National Market System on the date the warrant was
issued.  The warrant will become exercisable in installments
cumulatively with respect to 1/12th of the shares on each date on
which the first 12 aircraft enter service under the Jetlink Agreement.
The warrant expires at 5:00 p.m. Minneapolis time, on October 25,
2006, unless terminated earlier.  The warrant will terminate (i)
immediately upon the termination of the Jetlink Agreement, if the
Jetlink Agreement is terminated by Northwest or (ii) 30 days after
Northwest's receipt of notice from the Company of the Company's
termination of the Jetlink Agreement, if the Jetlink Agreement is
terminated as the result of such notice.  The number of shares subject
to purchase under the warrant, and the purchase price, are subject to
customary antidilution provisions.

<PAGE>

     The Jetlink Agreement continues in effect until October 25, 2006,
unless terminated earlier in accordance with its provisions.  The
Jetlink Agreement may be terminated immediately by Mesaba or Northwest
in the event that the other party is the subject of a bankruptcy
proceeding or is divested of a substantial part of its assets.  In the
event of a breach of a nonmonetary provision of the Jetlink Agreement
which remains uncured for a period of more than 30 days after receipt
of written notification of such default, or the breach of a monetary
provision which remains uncured for a period of more than 10 days
after receipt of written notification of such default, the
nondefaulting party may terminate the agreement.  Northwest may
terminate the Jetlink Agreement as of the sixth anniversary of the
effective date of the first jet aircraft lease if Northwest gives a
termination notice to Mesaba not less than 180 days nor more than 365
days prior to such sixth anniversary.  Northwest may also terminate
the Jetlink Agreement in the event of certain lease and other
performance defaults, change in control events, revocation or failure
to obtain DOT certification, or failure to elect a chief executive
officer of Mesaba Holdings and Mesaba reasonably acceptable to
Northwest.

Item 6.   Exhibits and Reports on Form 8-K

     a)  Exhibits

          4A.  Common Stock Purchase Warrant dated October 25, 1996
          issued to                       Northwest Airlines, Inc.
          
          10A.  Regional Jet Services Agreement between Mesaba
          Holdings, Inc. and                     Northwest Airlines,
          Inc., dated October 25, 1996 (certain portions of this
          document have been deleted pursuant to an application for
          confidential                  treatment under Rule 24b-2).

     b)  Registrant did not file any reports on Form 8-K during the
quarter ended September 30,  1996.

<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                                   MESABA HOLDINGS, INC.

Date:     November 14, 1996        BY:  /s/ Robert H. Cooper
                                      ----------------------
                                      Robert H. Cooper
                                      Director of Finance
                                      (Principal Financial Officer)

                                        /s/ Jon R. Meyer
                                      ----------------------
                                      Jon R. Meyer
                                      Controller
                                      (Principal Accounting Officer)

<PAGE>
                                   
                             EXHIBIT INDEX
                                   
                                                                    MANUALLY
                                                                  NUMBERED PAGE
EXHIBIT NO.                   EXHIBIT                              REFERENCES
-----------    ----------------------------------------------------------------
                                   
4A.            Common Stock Purchase Warrant dated October
               25, 1996 issued to Northwest Airlines, Inc.

10A.           Regional Jet Services Agreement between Mesaba
               Holdings, Inc., Mesaba Aviation, Inc. and Northwest
               Airlines, Inc., date October 25, 1996 (certain 
               portions of this document have been deleted pursuant 
               to an application for confidential treatment under 
               Rule 24b-2