<PAGE>
                SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549
                          ______________

                             FORM S-8

                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933
                          ______________

                      MESABA HOLDINGS, INC.
      (Exact name of registrant as specified in its charter)

          Minnesota                               41-1399425
(State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)               Identification No.)

                      7501 26th Avenue South
                   Minneapolis, Minnesota 55450
  (Address, including zip code, of principal executive offices)
                          ______________

                      MESABA HOLDINGS, INC.
                 1996 DIRECTOR STOCK OPTION PLAN
                     (Full title of the plan)
                          ______________

                         Bryan K. Bedford
                      7501 26th Avenue South
                   Minneapolis, Minnesota 55450
                          (612) 726-5151
(Name, address, including zip code, and telephone number, including
                 area code, of agent for service)

                             Copy to:

                  Christopher C. Cleveland, Esq.
                     Briggs and Morgan, P.A.
                         2400 IDS Center
                      80 South Eighth Street
                   Minneapolis, Minnesota 55402

                 CALCULATION OF REGISTRATION FEE
                 -------------------------------
                             Proposed     Proposed     
  Title of                   maximum      maximum    
 securities    Amount to     offering     aggregate     Amount of   
   to be          be         price per    offering    registration      
 registered   Registered     share (1)     price          fee
----------------------------------------------------------------------
Common Stock,   200,000      $13.25       $2,650,000    $804.00
$.01 par value  shares                                     
----------------------------------------------------------------------
(1) Estimated solely for the  purpose of calculating the registration
    fee pursuant to Rule 457(c) and based upon the last reported sale for
    such stock on February  19, 1997, as reported by the NASDAQ
    National Market System.
----------------------------------------------------------------------
<PAGE>
                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The  Company incorporates herein by reference the  following
documents  or portions of documents, as of their respective  dates
as filed with the Securities and Exchange Commission:

           (a)   The Company's Annual Report on Form 10-K for the
     fiscal year ended March 31, 1996, filed pursuant to Section
     13 of the Securities Exchange Act of 1934, as amended (the
     "1934 Act");

           (b)   The Company's Quarterly Reports on Form 10-Q for
     the fiscal quarters ended June 30, 1996, September 30, 1996,
     and December 31, 1996, filed pursuant to Section 13 of the
     1934 Act; and

           (c)   The description of the Company's Common Stock
     contained in the Company's Registration Statement on Form  S-
     4, Registration No. 33-22977.

      All  reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934, as amended, and prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. 

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  ITERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Registrant, as a Minnesota corporation, is subject to the
Minnesota Business Corporation Act Section 302A.521 which provides
that a corporation shall indemnify any director, officer, employee
or agent of the corporation made or threatened to be made a party
to a proceeding, by reason of the former or present official
capacity (as defined) of the person, against judgments, penalties,
fines, settlements and reasonable expenses incurred by the person
in connection with the proceeding if such person: (i) has not been
indemnified by another organization with respect to the same
proceeding; (ii) acted in good faith; (iii) received no improper
personal benefit; (iv) in the case of a criminal proceeding, had no
reasonable cause to believe the conduct was unlawful; (v) when
acting in such person's official capacity, reasonably believed
that the conduct was in the best interest of the Company; and (vi)
when acting in an official capacity to another organization or
employee benefit plan, at the request of the Company, reasonably
believed that the conduct was not opposed to the best interest of
the Company.  Section 302A.521 also provides that the articles or
bylaws  of  a company may prohibit indemnification or advances of
expenses otherwise required by Section 302A.521 or may impose
conditions on indemnification or advances of expenses in addition
to the conditions described above, including, without limitation,
monetary limits on indemnification or advances of expenses, if the
conditions apply equally, to all persons or to all persons within a
given class.  "Proceeding" means a threatened, pending or completed
civil, criminal, administrative, arbitration or investigative
proceeding, including one by or in the right of the corporation. 
Article VI of the Company's Bylaws provides that to the fullest
extent permitted by the Minnesota Business Corporation Act, a

<PAGE>

director of the Company shall not be personally liable to the
Company or its shareholders for monetary damages for any breach of
fiduciary duty as a director. 

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS

Exhibit
Number         Description
-------        -----------

5.1            Opinion of Briggs and Morgan,
               Professional Association.

23.1           Consent of Independent Public Accountants.

23.2           Consent of Briggs and Morgan,
               Professional Association (included in Exhibit 5.1).

24.1           Powers of Attorney (included on Signature Page).

ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes as follows:

      (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

          (i) to include any prospectus required by
          Section 10(a)(3) of the Securities Act of 1933;

          (ii) to reflect in the prospectus any facts or
          events arising after the effective date of the
          registration statement (or the most recent post-
          effective amendment thereof) which, individually or in
          the aggregate, represent a fundamental change in the
          information set forth in the registration statement.

          (iii) to include any material information
          with  respect to the plan of distribution not previously
          disclosed in the registration statement or any  material
          change to such information in the registration statement;

      PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a post-
effective amendment by the foregoing paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

     (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold 
at the termination of the offering.

<PAGE>

      (4)   That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's annual
report  pursuant to Section 13(a) or  15(d) of the Securities
Exchange  Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (b)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and  Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred  or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

<PAGE>

                            SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Minneapolis, State of Minnesota, on the 21st day of February,
1997.

                              MESABA HOLDINGS, INC.


                              By /s/ Bryan K. Bedford
                              -----------------------
                              Bryan K. Bedford
                              President and Chief Executive Officer

                        POWER OF ATTORNEY

      KNOW  ALL  MEN  BY  THESE PRESENTS, that each  person whose
signature appears below constitutes and appoints Bryan K. Bedford
and John S. Fredericksen, or either of them (with full power to
act alone), as his true and lawful attorneys-in-fact and agents,
with full powers of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing requisite or necessary to  be
done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying  and
confirming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

      Pursuant to the requirements  of the Securities Act of 1933,
this registration statement has been signed by the following persons 
in the capacities and on the date indicated.


/s/ Bryan  K. Bedford               February 21, 1997
-------------------------- 
    Bryan K. Bedford                     
    President and Chief Executive Officer           
    (Principal Executive Officer) and Director    

/s/ Robert H. Cooper                February 21, 1997
--------------------------
    Robert H. Cooper
    Director of Finance (Principal Financial Officer)

/s/ Jon  R. Meyer                   February 21, 1997
--------------------------
    Jon R. Meyer
    Controller (Principal Accounting Officer)

                                    February 21, 1997
--------------------------              
    Donald E. Benson
    Director                  

/s/ Christopher E. Clouser          February 21, 1997
--------------------------
    Christopher E. Clouser
    Director

/s/ Richard B. Hirst                February 21, 1997
--------------------------
    Richard B. Hirst
    Director

 <PAGE>

/s/ Carl R. Pohlad                  February 21, 1997
--------------------------
    Carl R. Pohlad
    Director      

/s/ Robert C. Pohlad                February 21, 1997
--------------------------
    Robert C. Pohlad
    Director

                                    February  ___,1997
--------------------------
    Donald A. Washburn
    Director                  

/s/  Raymond  W. Zehr, Jr.          February 21, 1997
--------------------------
    Raymond W. Zehr, Jr.
    Director                  

<PAGE>

                          EXHIBIT INDEX


Exhibit
Number    Description
-------   -----------

5.1       Opinion of Briggs and Morgan, Professional Association.

23.1      Consent of Independent Public Accountants.
 
<PAGE>
              
                            EXHIBIT 5.1
                        Briggs and Morgan
                     Professional Association
                         2400 IDS Center
                      Minneapolis, MN  55402
                          (612) 334-8400


                        February 21, 1997

Writer's Direct Dial Number:              Writer's E-Mail Address:
(612) 334-8489                             clechr@email.briggs.com



Mesaba Holdings, Inc.
7501 26th Avenue South
Minneapolis, MN  55450

          Re:  Mesaba Holdings, Inc.
               1996 Director Stock Option Plan
               Registration Statement on Form S-8

Gentlemen:

     In connection with the proposed issuance of 200,000 shares of
common  stock, $.01 par value (the "Shares"), of Mesaba  Holdings,
Inc. (the "Company") to be issued upon exercise of options granted
under the Company's 1996 Director Stock Option Plan (the "Plan")
and registered with the Securities and Exchange Commission on Form
S-8, we have examined such documents and  have reviewed such
questions of law as we have considered necessary and appropriate
for the purposes of this opinion and, based thereon, we advise you
that, in our opinion the Shares have been duly authorized by  the
Company and when duly executed and authenticated and paid for  and
delivered in accordance with the terms of the Plan referred to
above, will be validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit
to the above described Registration Statement.

                                   Very truly yours,

                                   BRIGGS AND MORGAN,
                                   Professional Association



                                   By /s/ Christopher C. Cleveland
                                   -------------------------------
                                          Christopher C. Cleveland

<PAGE>

                          EXHIBIT 23.1



            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated May 3, 1996, incorporated by reference in Mesaba
Holdings, Inc.'s Form 10-K for the year ended March 31, 1996, and
to all references to our firm included in this registration
statement.


                              ARTHUR ANDERSEN LLP

Minneapolis, Minnesota,
February 21, 1997

<PAGE>

                        Briggs and Morgan
                     Professional Association
                         2400 IDS Center
                      Minneapolis, MN  55402
                          (612) 334-8400


                        February 21, 1997

Writer's Direct Dial Number:              Writer's E-Mail Address:
(612) 334-8489                             clechr@email.briggs.com



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  Mesaba Holdings, Inc.
          Registration Statement on Form S-8
          1996 Director Stock Option Plan

Ladies and Gentlemen:

      On behalf of Mesaba Holdings, Inc. (the "Company"), we are
providing an EDGAR transmission of the Company's registration
statement on Form S-8 relating to 200,000 shares of the Company's
common stock which will be issued pursuant to the Company's 1996
Director Stock Option Plan.

      The registrant hereby certifies that it has wire-transferred
the applicable filing fee to the Securities and Exchange Commission's 
account at Mellon Bank.

      Should you have any questions concerning this filing, please
contact the undersigned at the above number or Brett D. Anderson
of this office at (612) 334-8417.

                                   Very truly yours,
                                   
                                   
                                    /s/ Christopher C. Cleveland
                                    ----------------------------
                                        Christopher C. Cleveland

Enclosure
cc:  Bryan K. Bedford
     Brett D. Anderson, Esq.