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 June 30, 2001

                                       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 August 10, 2001
          --------------                ---------------------------------
          Common Stock
          Par value $.01 per share                     20,288,141

<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 may 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 material changes in the relationship between the
Company and Northwest Airlines; reductions or interruptions in Northwest
Airlines' air service; changes in regulations affecting the Company,
including DOT and FAA regulations or directives affecting airworthiness of
aircraft; the acquisition and phase-in of new aircraft; downturns in
economic activity; seasonal factors; and labor relationships, including
labor shortages, slow downs and/or work stoppages associated with the
outcome of contract negotiations between the Company and the Association
of Flight Attendants and the Air Line Pilots Association.

<PAGE>


 Item 1. CONSOLIDATED FINANCIAL STATEMENTS

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

                                ASSETS
                                               June 30,      March 31,
                                                 2001           2001
                                              ----------    ----------
                                             (Unaudited)
CURRENT ASSETS:
  Cash and cash equivalents                    $  17,600     $  18,916

  Short-term investments available for sale       78,237        78,049
  Accounts receivable, net                        36,908        35,771
  Inventories                                      8,875         8,046
  Prepaid expenses and deposits                    5,309         5,583
  Deferred tax asset                              10,340        10,375
                                              ----------    ----------
     Total current assets                        157,269       156,740

PROPERTY AND EQUIPMENT:
  Facilities under capital lease                       -         4,862
  Rotables and other spare parts                  72,594        69,480
  Other property and equipment                    26,713        23,681
  Accumulated depreciation and amortization      (43,162)      (41,775)
                                              ----------    ----------
     Net property and equipment                   56,145        56,248

OTHER ASSETS AND DEFERRED COSTS                   10,175        10,746
                                              ----------    ----------
TOTAL ASSETS                                   $ 223,589     $ 223,734
                                              ==========    ==========

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

                                                June 30,      March 31,
                                                 2001          2001
                                              ----------    ----------
                                                 (Unaudited)
CURRENT LIABILITIES:
  Current maturities of long-term obligations  $             $     229
                                                      -
  Accounts payable                                11,571        15,819
  Accrued liabilities
     Payroll                                       6,948         7,626
     Maintenance                                  13,966        14,246
     Other                                        11,649         8,646
                                              ----------    ----------
     Total current liabilities                    44,134        46,566

LONG-TERM OBLIGATIONS, net of current                  -         2,172
maturities

DEFERRED CREDITS AND OTHER LIABILITIES            10,054        10,315

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
Common stock,  $.01 par value;  60,000,000
shares authorized, 20,288,141 and 20,288,141         203           203
shares issued and outstanding, respectively
Paid-in capital                                   49,606        49,606
Warrants                                          16,500        16,500
Other comprehensive income                            49             -
Retained earnings                                103,043        98,372
     Total shareholders' equity                  169,401       164,681
                                              ----------    ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY     $ 223,589    $  223,734
                                              ==========    ==========

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)

                                                 Three Months Ended
                                                      June 30,
                                                 2001          2000
                                              ----------    ----------
OPERATING REVENUES:
Passenger                                      $ 112,304     $ 106,117
Other                                              2,922         1,709
                                              ----------    ----------
     Total operating revenues                    115,226       107,826

OPERATING EXPENSES:
Wages and benefits                                31,524        25,822
Aircraft fuel costs                                6,676         6,564
Aircraft maintenance costs                        20,559        18,981
Aircraft rents                                    25,611        24,715
Landing fees                                       1,671         1,724
Insurance and taxes                                1,607         1,526
Depreciation and amortization                      4,919         4,091
Administrative and other costs                    15,872        12,678
                                              ----------    ----------
     Total operating expenses                    108,439        96,101

     Operating income                              6,787        11,725

NONOPERATING INCOME (EXPENSE):
Interest expense                                     (53)          (95)
Other, net                                         1,245         1,551
                                              ----------    ----------
     Other income, net                             1,192         1,456

     Income before provision for income taxes      7,979        13,181

PROVISION FOR INCOME TAXES                         3,308         5,463
                                              ----------    ----------
NET INCOME                                     $   4,671     $   7,718
                                              ==========    ==========
NET INCOME PER SHARE:
     Earnings per share - Basic                $    0.23     $    0.38
                                              ==========    ==========
     Earnings per share - Diluted            $      0.22     $    0.37
                                              ==========    ==========
WEIGHTED AVERAGE SHARES OUTSTANDING:
     Basic                                        20,288        20,269
                                              ==========    ==========
     Diluted                                      20,824        20,956
                                              ==========    ==========
<PAGE>

                      MESABA HOLDINGS, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                    (Unaudited, in thousands)
                                                Three Months Ended
                                                      June 30,
                                                 2001           2000
                                              ----------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                     $   4,671     $   7,718
Adjustments to reconcile net income to net
 cash provided by operating activities:
 Depreciation and amortization                     4,919         4,091
 Amortization of deferred credits                   (559)         (994)
Changes in current operating items:
 Accounts receivable, net                         (1,137)          623
 Inventories                                        (829)          (68)
 Prepaid expenses and deposits                       274           121
 Accounts payable and other                       (2,500)        2,140
                                              ----------    ----------
   Net cash provided by operating activities       4,839        13,631

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of short-term investments
     available for sale                         (32,098)            -
  Sales of short-term investments
     available for sale                          31,994             -
  Purchases of property and equipment            (5,994)       (3,493)
                                              ----------    ----------
    Net cash used in investing activities        (6,098)       (3,493)
                                              ----------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock                            -             11
  Repayment of long-term obligations                (57)          (103)
                                              ----------    ----------
    Net cash used in financing activities           (57)           (92)
                                              ----------    ----------
NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                     (1,316)       10,046
CASH AND CASH EQUIVALENTS:
     Beginning of period                       $  18,916     $ 100,172
                                              ----------    ----------
     End of period                             $  17,600     $ 110,218
                                              ==========    ==========

SUPPLEMENTARY CASH FLOW INFORMATION:
     Cash paid during period for:
          Interest                             $      53     $      95
                                              ==========    ==========
          Income taxes                         $   2,052     $     620
                                              ==========    ==========

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
                                  (Unaudited)

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 consolidated financial statements
for the year ended March 31, 2001, 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 accounts of the Company
and its subsidiary, Mesaba Aviation, Inc. ("Mesaba").   All significant
intercompany balances have been eliminated in consolidation.

2. Agreements with Northwest
----------------------------

The Company operates a regional air carrier providing scheduled turbo-prop
passenger and air freight service as Mesaba Airlines/Northwest Airlink
under an Airline Services Agreement (the "Airlink Agreement") with
Northwest Airlines, Inc. ("Northwest") to 78 cities in the Upper Midwest
and Canada from Northwest's hub airports, Minneapolis/St. Paul and
Detroit.   The Airlink Agreement provides for exclusive turbo-prop rights
to designated service areas and extends through June 30, 2007. Either
Northwest or Mesaba has the right to terminate the Airlink Agreement
without cause upon 365 days notice.

Mesaba also operates 36 Avro RJ85 ("RJ85") regional jets for Northwest
under a separate Regional Jet Services Agreement (the "Jet Agreement"),
which extends through May 1, 2007. Northwest has the right to terminate
the Jet Agreement without cause upon 180 days written notice, such notice
not to be given before May 1, 2003.  As of June 30, 2001, Mesaba had taken
delivery of all 36 RJ85 aircraft and currently serves 47 cities.  The
aircraft are subleased from Northwest and are operated as Northwest Jet
Airlink from the Minneapolis/St. Paul, Detroit and Memphis hubs.

Under the agreements, all flights that Mesaba currently operates are
designated as Northwest flights using Northwest's designator code in all
computer reservations systems, including the Official Airline Guide, with
an asterisk and a footnote indicating that Mesaba is the carrier providing
the service.  In addition, flight schedules of Mesaba and Northwest are
closely coordinated to facilitate interline connections, and Mesaba's
passenger gate facilities at the Minneapolis/St. Paul International
Airport, Detroit Metropolitan Airport and Memphis International Airport are
integrated with Northwest's facilities in the main terminal buildings,
rather than at the more remote commuter air terminals. The agreement with
Northwest also permits Mesaba to offer its passengers fares between the
cities served by Mesaba and all of the destinations served by Northwest as
well as participation in Northwest's frequent flyer program. Mesaba's jet
aircraft are painted in the colors of

<PAGE>

Northwest Airlines and the turbo-prop aircraft are painted in a distinctive
"Northwest Airlink" configuration, with a Northwest Airlines logo in
addition to Mesaba's name.

Mesaba, through the agreements, receives ticketing and certain check-in,
baggage, freight and aircraft handling services from Northwest at certain
airports.  In addition, Mesaba receives its computerized reservations
services from Northwest. Northwest also performs all marketing schedules,
yield management and pricing services for Mesaba's flights.

Mesaba believes that its competitive position is enhanced as a result of
its marketing and other agreements with Northwest, particularly through
the ability of Mesaba to offer its passengers coordinated flight schedules
to the destinations served by Northwest.  Loss of Mesaba's affiliation
with Northwest or Northwest's failure to materially perform under the
Airlink or Jet Agreement for any reason would have a material adverse
effect on the Company's operations and financial position.

3. Earnings Per Share
---------------------

Basic earnings per common share is computed by dividing net income by the
weighted average number of shares of common stock outstanding during the
year. Diluted earnings per share is computed by dividing net income by the
sum of the weighted average number of shares of common stock outstanding
plus all additional common stock that would have been outstanding if
potentially dilutive common shares related to stock options and warrants
had been issued.  Options and warrants totaling 4,684 and 4,617 were
excluded from the computation of diluted earnings per share for the years
ended June 30, 2001 and 2000, respectively.  The following table
reconciles the number of shares utilized in the earnings per share
calculations: (in thousands, except per share information)

                                                         Quarter Ended
                                                             June 30,
                                                         2001          2000
                                                    ----------    ----------
Net Income                                           $   4,671     $   7,718
For Earnings Per Common Share - Basic:                  20,288        20,269
  Weighted average number of issued shares outstanding
  Effect of dilutive securities
    Computed shares outstanding under the
     Company's stock  option plan
     utilizing the treasury stock method                    92           244
     Computed shares outstanding under warrants
   issued utilizing the  treasury stock method             444           443
                                                    ----------    ----------
   For earnings per Common Share - Diluted:
     Weighted average common shares and common          20,824        20,956
   share equivalents outstanding
   Earnings Per Share - Basic                        $    0.23     $    0.38
                                                    ==========    ==========
   Earnings Per Share - Diluted                      $    0.22     $    0.37
                                                    ==========    ==========

<PAGE>

4. Comprehensive Income
-----------------------

The following table presents the calculation of comprehensive income.
Comprehensive income has no significant impact on net income.  The
components of comprehensive income are as follows (in thousands):

                                                     Three months ended
                                                           June 30,
                                                       2001          2000
                                                    ----------    ----------
   Net Income                                        $   4,671     $   7,718
   Unrealized gains of investments classified               49             -
   as available for sale
                                                    ----------    ----------
          Total comprehensive income                 $   4,720     $   7,718
                                                    ==========    ==========

5. Derivative Instruments and Hedging Activities
------------------------------------------------

On April 1, 2001, the Company adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities", as amended.  SFAS No. 133
requires all derivative contracts to be reported on the balance sheet at
fair value through earnings, unless special hedge accounting criteria are
met.  Since the Company does not have any of these types of instruments,
the adoption of SFAS No. 133 did not have an impanct on the Company's
results of operations, financial position or cash flows.


6. Lease Reclassification
-------------------------

During June 2001, Mesaba entered into an agreement with the Metropolitan
Airports Commission (the "MAC") to terminate the Minneapolis/St. Paul
maintenance hangar and general office leases on January 1, 2003, to
accommodate planned runway construction.  An early lease termination fee
of $1,966 will be received by Mesaba at that time.  Due to the lease
termination agreement, the lease was reclassified from capital to an
operating lease.


<PAGE>

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

Item 2.

Results of Operations for the Three Months Ended June 30, 2001 and 2000
--------------------------------------------------------------------------
(As used herein, "unit cost" means operating cost per available seat mile.
Dollars and shares outstanding are expressed in thousands.)

EARNINGS SUMMARY. The Company reported net income of $4,671 or $0.22
diluted earnings per share for the three months ended June 30, 2001,
compared to $7,718 or $0.37 diluted earnings per share in the same period
ended June 30, 2000. Weighted average common shares and common share
equivalents outstanding decreased to 20,824 from 20,956.

OPERATING REVENUES.  Total operating revenues increased 6.9% in the first
quarter of fiscal 2002 to $115,226 from $107,826 in the year earlier
quarter, and revenue passenger miles increased 6.3% to 467,872 from 440,087.
Passenger revenue per available seat mile ("RASM") increased to $0.150 from
$0.145 in the previous year's first quarter.  Mesaba's average passenger
load factor (percentage of seats filled on each aircraft on average = RPMs /
ASMs ) was 62.6% in the first quarter compared to 60.1% during the same
period a year ago. The improvement in traffic is attributable to overall
increases in passenger travel within the industry.   Other revenue increased
71.0% due to increased RJ85 ground handling activities at the
Minneapolis/St. Paul airport.

                                     Three months ended June 30,
        Operating statistics              2001          2000
        --------------------------     ---------     ---------
        Revenue passengers carried     1,707,415     1,557,500
        Revenue passenger miles          467,872       440,087
        (000)
        Available seat miles (000)       747,714       731,951
        Passenger load factor               62.6%         60.1%
        Passenger revenue per             $0.150        $0.145
        available seat mile
        Departures                        68,249        67,877
        Aircraft in service                  109           109

OPERATING EXPENSES.  Total operating expenses increased 12.8% to $108,439
from $96,101 in the prior year's first quarter.  Mesaba's unit cost
increased 10.7% to $0.145 from $0.131.  Available seat miles increased to
747,714 in the first quarter of fiscal 2002 from 731,951 in the year earlier
quarter. The increase in ASMs was accomplished by the full impact of three
additional RJ85 aircraft that were delivered during the first quarter of
fiscal 2001 and due to a reduction in the schedule to compensate for crew
shortages due to high levels of pilot attrition in the previous year.  The
significant change in unit cost year over year was due to increases in pilot
hiring and training expenses, wages associated with the RJ85 ground handling
activities at the Minneapolis/St. Paul airport and higher maintenance
expense due to the aging of the fleet.

<PAGE>

        Operating Costs Per          Three months ended June 30,
  Available Seat Mile (Unit Cost)        2001          2000
---------------------------------    -------------  ------------
Wages and benefits                        4.2 CENTS     3.5 CENTS
Aircraft fuel costs                       0.9           0.9
Aircraft maintenance costs                2.8           2.6
Aircraft rents                            3.4           3.4
Landing fees                              0.2           0.2
Insurance and taxes                       0.2           0.2
Depreciation and amortization             0.7           0.6
Administrative and other costs            2.1           1.7
                                        -----         -----
Total                                    14.5 CENTS    13.1 CENTS

Wages and benefits increased 22.1% to $31,524 in the first quarter of
fiscal 2002 from $25,822 in the first quarter of fiscal 2001.  Unit cost
increased 20.0% to 4.2 cents from 3.5 cents.  The majority of the increase
is a result of higher costs of flight crews due to increased pilot
training and additional ground handling activities for the RJ85 at the
Minneapolis/St. Paul airport.

Fuel costs increased 1.7% to $6,676 in this year's first quarter compared
to $6,564 in last year's first quarter. The change is primarily
attributable to an increase in consumption by the turbo-prop aircraft when
compared to one year ago.  Provisions of the Airlink Agreement with
Northwest protect Mesaba from changes in fuel prices. Mesaba's actual cost
of fuel, including taxes and pumping fees, was 83.5 cents per gallon both
in the first quarter and a year ago.  Unit cost for fuel was unchanged at
0.9 cents.  Northwest provides fuel for the jet operation at its expense.

Direct maintenance expense, excluding wages and benefits, increased 8.3% to
$20,559 in the first quarter of fiscal 2002 from $18,981 in the first
quarter of fiscal 2001. This increase was primarily attributable to
increases in fixed rate service contracts as well as higher rotable repair
costs due to the aging of the fleet.  Unit cost for direct maintenance
increased 7.7% to 2.8 cents from 2.6 cents.

Aircraft rents increased 3.5% to $25,611 in the first quarter of fiscal
2002 from $24,715 in the first quarter of fiscal 2001.  This increase is
primarily attributable to the full impact of the three additional RJ85
aircraft that were delivered during the year earlier period.  Unit cost
for aircraft rents remained unchanged at 3.4 cents.

Total landing fees decreased 3.1% to $1,671 in the first quarter of fiscal
2002 compared to $1,724 for the first quarter of fiscal 2001.  The decrease
is attributable to 4.7% fewer turbo-prop departures when compared to a year
ago offset by higher landing fee rates charged by airports.  Unit cost for
landing fees remained unchanged at 0.2 cents.  Northwest provides landing
fees for the jet operation at its expense.

Insurance and taxes increased 5.3% to $1,607 in the first quarter of fiscal
2002 compared to $1,526 for the first quarter of fiscal 2001.  This is due
to a 6.3% increase in passenger volume and increased insurance rates.  Unit
cost for insurance and taxes remained unchanged at 0.2 cents.

Depreciation and amortization increased 20.2% to $4,919 in the first
quarter of fiscal 2002 compared to $4,091 in the first quarter of fiscal
2001.  The higher level of depreciation and amortization resulted from the
acquisition of spare parts to support the aircraft. The Company paid
contract rights fees in the form of stock purchase warrants issued to
Northwest in connection with amendments to the Jet Agreement, which
increased the number of aircraft to be flown by Mesaba from 12 to 36. These
fees are being amortized on a straight-line basis over the remaining term of

<PAGE>

the Jet Agreement. Unit cost for depreciation and amortization increased
16.7% to 0.7 cents from 0.6 cents.

Administrative and other costs increased 25.2% to $15,872 in the first
quarter of fiscal 2002 compared to $12,678 in the first quarter of fiscal
2001. The significant change in year over year costs was due to increases
in pilot hiring and training expenses.

OPERATING INCOME.  Operating income totaled $6,787 in the first quarter, a
decrease of 42.1% from $11,725 a year ago.  Mesaba's operating margin
decreased to 5.9% from 10.9% in the prior year's first quarter.

NONOPERATING INCOME.  Nonoperating income decreased to $1,192 in the first
quarter from $1,456 in the prior year's first quarter as a result of lower
interest income due to lower interest rates and lower average levels of cash
and cash equivalents and short-term investments.

PROVISION FOR INCOME TAXES.  The Company's effective tax rate was 41.5% in
the first quarter of fiscal 2002 and 2001.

<PAGE>

Liquidity and Capital Resources
-------------------------------

The Company's working capital increased to $113,135 with a current ratio of
3.6 at June 30, 2001 compared to $110,174 and 3.4 at March 31, 2001.  Cash
and cash equivalents decreased by $1,316 to $17,600 at June 30, 2001.  Net
cash flows provided by operating activities totaled $4,839 in the first
three months of fiscal 2002 compared to $13,631 in the first three months of
fiscal 2001.  Net cash flows used for investing activities amounted to
$6,098 during the three months ended June 30, 2001 compared to $3,493 in the
same period last year.  Net cash flows used for by financing activities
through June 30, 2000 totaled $57 compared to $92 provided by financing
activities in the same period last year.

During June 2001, Mesaba entered into an agreement with the Metropolitan
Airports Commission (the "MAC") to terminate the Minneapolis/St. Paul
maintenance hangar and general office leases on January 1, 2003, to
accommodate planned runway construction.  An early lease termination fee
of $1,966 will be received by Mesaba at that time.  Due to the lease
termination agreement, the lease was reclassified from capital to an
operating lease.  Mesaba will relocate its hangar facilities to the west
side of the airport and is currently evaluating future lease options with
the MAC.

As of July, 2001, Mesaba's fleet consisted of 109 aircraft covered under
operating leases with remaining terms of five months to 15 years and an
aggregate monthly lease payments of approximately $8.9 million.  Operating
leases have been Mesaba's primary method of acquiring aircraft, and
management expects to continue relying on this method to meet most of its
future aircraft needs.  Mesaba leases all of its Saab 340 aircraft, either
directly from aircraft leasing companies or through subleases with
Northwest under operating leases with original terms up to 17.5 years.
Mesaba leases its RJ85 aircraft from Northwest under operating leases with
terms of up to 10 years.  Continued funding of the monthly minimum lease
payments is ensured as long as the current operating contracts with
Northwest are in effect.

During fiscal 2001, Mesaba committed to reconstruct its maintenance
facility located at the Detroit Metropolitan Airport.  The new facility
reopened on June 1, 2001 and is approximately 25% larger than the previous
hangar, which was substantially destroyed on May 9, 2000 due to severe
weather.  Mesaba has paid 1,740 as of June 30, 2001 for the additional
space that will not be covered by insurance proceeds, an additional $868
was paid during July 2001 for the remaining costs of the additional
space.  The Company maintains property and business interruption insurance
coverage on its facilities.  The Company is preparing a claim to recover
certain lost revenues and expenses under the business interruption policy
related to the hangar damage.  No amounts have been recorded under this
claim as of June 30, 2001.  Recovery amounts will be recorded upon
ultimate resolution.

Approximately 72% of the Company's accounts receivable balance at June 30,
2001 are due from Northwest. Loss of the Company's affiliation with
Northwest or Northwest's failure to make timely payment of amounts owed to
the Company or to otherwise materially perform under the Airlink or Jet
Agreement for any reason would have a material adverse effect on the
Company's operations and financial results.

The Company has historically relied upon cash balances and internally
generated funds to support its working capital requirements.   Management
believes that funds from operations will provide adequate resources for
meeting non-aircraft capital needs in fiscal 2002.

<PAGE>

     Part II.

Item 1.  Legal Proceedings
--------------------------

In early November 2000, the Company was served with four lawsuits filed in
Hennepin County District Court and one lawsuit filed in Dakota County
District Court.  The Dakota County suit has been transferred to Hennepin
County, where all five suits are now pending.  The lawsuits have been
styled as purported class actions on behalf of the Company's
shareholders.  Also named as defendants in the lawsuits are each of the
Company's current directors and Northwest Airlines Corporation.

The lawsuits arise out of the proposal by Northwest Airlines Corporation to
acquire all of the outstanding shares of the Company's common stock which
Northwest does not presently own.  The lawsuits allege that the defendants
have breached their fiduciary duties to the Company's shareholders in
connection with the proposed transaction.  Each of the lawsuits seeks to
enjoin the defendants from proceeding with the proposed transaction and, if
the transaction is completed, to rescind the transaction or to compensate
the Company's shareholders for alleged damages.  The complaints also seek
legal fees and other expenses on behalf of the plaintiffs.

The Company believes the lawsuits are without merit, particularly since
Northwest is no longer pursuing its offer to acquire the Company's shares
as of June 14, 2001.  The ultimate outcome of these lawsuits cannot be
predicted with certainty.

Item 5.  Other Information
--------------------------

On November 1, 2000, Northwest Airlines presented the Company with an offer
to purchase all outstanding shares not currently owned by Northwest at a
price of $13.00 per share.  The Company's Board of Directors appointed a
special committee of independent directors to consider and act upon
Northwest's offer and other alternatives on behalf of Mesaba and its public
shareholders.  On June 14, 2001, Northwest rescinded its offer.

Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

     (a)  Exhibits
     -------------

     (b)  Reports on Form 8-K
     ------------------------

          The Company did not file any reports on Form 8-K during the quarter
          ended June 30, 2001

<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:     August 14, 2001      BY:   /s/ Robert E. Weil
                                     ---------------------
                                     Robert E. Weil
                                     Vice President and Chief Financial Officer
                                    (Principal Financial Officer)


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