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

                           FORM 10-K
(Mark One)
[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1997
                               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.
                      ---------------------
     (Exact name of registrant as specified in its charter)

         Minnesota                                  41-1616499
 ------------------------------          -----------------------------------
(State of other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)

                           7501 26th Avenue South
                       Minneapolis, Minnesota  55450
             -------------------------------------------------
            (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  (612) 726-5151

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $.01

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, and
(2) has been subject to such filing requirements for the past 90
days.  Yes  X   No
           ---     ---
             
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K.[X]

The aggregate market value of voting stock held by nonaffiliates of
the registrant as of June 6, 1997 was approximately $194,919,000.

As of June 6, 1997, there were 12,781,546 shares of Common Stock of
the registrant issued and outstanding.

              DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the documents listed below have been
incorporated by reference into the indicated part of this Form 10-K.

Document Incorporated                Part of Form 10-K
-------------------------------      ------------------
Proxy Statement for 1997 Annual 
Meeting of Shareholders                    Part III

<PAGE>

                 CAUTIONARY STATEMENT UNDER THE
        PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Statements in this Annual Report on Form 10-K under the captions
"Business" and "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 risks, uncertainties and
other 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.  Such
factors include the ability of the Company to secure an extended
Airlink Agreement with Northwest Airlines; 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.



                                -2-

<PAGE>
                             PART I

ITEM 1.     BUSINESS

     Mesaba Holdings, Inc. ("Mesaba Holdings" or the "Company") is
the holding company for Mesaba Aviation, Inc. ("Mesaba").  Mesaba is
a regional airline currently providing scheduled passenger service
under the name "Mesaba Airlines/Northwest Airlink" to 67 cities and
metropolitan areas in Minnesota, Iowa, Nebraska, New York, North
Dakota, South Dakota, Indiana, Wisconsin, Illinois, Michigan, Ohio,
Pennsylvania, Kentucky, Tennessee, West Virginia, Virginia and the
Province of Ontario, Canada.  All flights currently operated by
Mesaba are designated as Northwest Airlines flights under the Airlink
Agreement with Northwest Airlines, Inc. ("Northwest").  Mesaba's
flight schedules are coordinated with those of Northwest to
facilitate interline connections at the Minneapolis/Saint Paul
International Airport and the Detroit Metropolitan Airport.

     On October 25, 1996, Mesaba signed an agreement with Northwest
to fly 12 RJ85 regional jets under a new Regional Jet Services
Agreement ("Jet Agreement").  Mesaba will lease the aircraft from
Northwest, which ordered 12 aircraft from Aero International
(Regional) and obtained options for an additional 24 aircraft.
Northwest and Mesaba have no agreement that would allow any option
aircraft, if obtained by Northwest, to be operated by Mesaba.  Mesaba
began taking delivery of the RJ85 aircraft in April 1997 at a rate of
approximately one aircraft per month.  As additional consideration
for the regional jet opportunity, the Company issued a warrant to
Northwest that allows Northwest to purchase up to 615,000 shares of
the Company's common stock.  The warrant will become exercisable with
respect to 1/12 of the shares with each delivery of the 12 RJ85
aircraft at an exercise price of $10.875, the closing price of
the Company's stock on October 25, 1996

     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.  As of
March 31, 1997, 13 Saab 340A and 11 Saab 340BPlus aircraft have been
delivered.  The remaining aircraft are expected to be phased into
service over the next 1-1/2 years to replace Mesaba's remaining fleet
of 25 deHavilland Dash 8 and eight Fairchild 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.

NORTHWEST AIRLINK AGREEMENT

     Effective December 1, 1984, Mesaba entered into a cooperative
marketing agreement with Northwest.  The agreement was restated as
the Airline Services Agreement, dated as of September 15, 1988 and
made effective December 10, 1988, to include service to and from
Northwest's hub airport at 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 contract extension to March
31, 1997, exclusive rights to designated service areas and support in
acquiring new aircraft and equipment.  During the year ended
March 31, 1997, approximately 72% of all of Mesaba's passengers
connected with Northwest flights, either at Minneapolis/Saint
Paul, Minnesota or Detroit, Michigan.

     Under the Airlink Agreement, 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/Saint Paul International Airport and
Detroit Metropolitan Airport are integrated with Northwest's
facilities in the main terminal buildings, rather than at the more
remote commuter air terminals.  Its agreement with Northwest also
permits Mesaba to offer its passengers fares between the cities
serviced by Mesaba and all of the destinations served by Northwest as
well as participation in Northwest's frequent flyer program.
Mesaba's aircraft are painted the colors of Northwest Airlines in a
distinctive "Northwest Airlink" configuration, with a Northwest
Airlines logo in addition to Mesaba's name.

     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 reservations services
from Northwest.  Northwest also performs all marketing schedules
and yield management and pricing services for Mesaba's flights.

                                -3-

<PAGE>

     The Airlink Agreement extended through March 31, 1997, and
continues indefinitely thereafter, subject to termination by
either party on eight months' notice given any time after July
31, 1996.  The January 1, 1996 amendment to the Airlink Agreement
sets forth a revised compensation methodology for the period from
January 1, 1996 through March 31, 1997.  The Airlink Agreement is
binding upon the successors and assigns of Northwest and Mesaba.
See "Agreement with Northwest Relating to Distribution of
Subsidiary" below.

     On June 4, 1997 the Company signed a Memorandum of
Understanding ("MOU") with Northwest on a long-term contract for
Mesaba to continue operating as Northwest Airlink.  The MOU grants
all Airlink turboprop flying out of Northwest's Minneapolis/St.
Paul and Detroit hubs to Mesaba effective August 1, 1997.  As
consideration for the additional flying, the Company will issue a
warrant to Northwest for the purchase of 880,000 shares of the
Company's common stock at an exercise price of $14.125.  The
warrant will have a term of ten years. The MOU continues the
existing compensation methodology set forth in the January 1, 1996
amendment to the Airlink Agreement. Additionally, the MOU continues
Northwest's current right to approve any new Chief Executive
Officer (see "Agreement with Northwest Relating to Distribution of
Subsidiary" below).  Both the Company and Northwest anticipate the
terms of the MOU will be incorporated into the final, ten year
airline services agreement, which is expected to be executed on or
before June 30, 1997. 

     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
Agreement for any reason would have a material adverse effect on
the Company's operations and financial position.

AGREEMENT WITH NORTHWEST RELATING TO DISTRIBUTION OF SUBSIDIARY
---------------------------------------------------------------

     The Company, Mesaba and Northwest are parties to an Agreement
dated May 18, 1995 (the "Distribution Agreement") relating to the
spin-off from the Company of its Airways Corporation subsidiary,
which occurred on September 7, 1996 (the "Spin-off").  The
Distribution Agreement requires Northwest and Mesaba to enter into
good faith negotiations to amend the Airlink Agreement to provide for
a term of not less than 10 years.

     The Distribution Agreement gives Northwest the right to
determine, at its discretion, all schedules and aircraft routing
for Mesaba's flights departing on and after the Spin-off date.
In consideration for allowing Northwest control over scheduling
and routing, Northwest agreed to make quarterly payments to
Mesaba which, together with payments under the Airlink Agreement,
guaranteed that Mesaba's quarterly pre-tax income through March
31, 1997 would be not less than the following amounts:
     
                                              Minimum
                   Quarter Ending          Pre-Tax Income
                   --------------          --------------        
                 September 30, 1995          $4,221,000
                 December 31, 1995            2,219,000
                 March 31, 1996               1,176,000
                 June 30, 1996                2,384,000
                 September 30, 1996           4,221,000
                 December 31, 1996            2,219,000
                 March 31, 1997               1,176,000

     No quarterly guarantee payments were required to be made
through the year ended March 31, 1997.  There is no minimum pre-tax
income guarantee in the MOU.

     Pursuant to the Distribution Agreement, Northwest exercised
stock purchase warrants to purchase 1,499,078 shares of the
Company's Common Stock for an aggregate cash price of $4,477,563.  In
lieu of receiving its pro rata distribution of 1,719,134 shares of
Airways Common Stock in the Spin-off, Northwest was issued additional
shares of Company Common Stock in a private placement transaction,
which resulted in ownership by Northwest of 29.7% of the Company's
Common Stock issued and outstanding immediately following the
Spin-off date.

     Prior to the Spin-off date, the Company and Mesaba made
additional capital contributions to Airways and its subsidiary
consisting of cash, tax sharing payments, and other assets having
a total book value of $20.25 million.  In addition, the Company made
capital contributions to AirTran Airways totaling $8.75 million.  The
Distribution Agreement also provided for the designation by Northwest
of three members of the Boards of Directors of the Company and Mesaba
and for the resignation from the Company of certain of its executive
officers and directors.  During the period that the income guarantee
described above remained in effect, Mesaba's Chief Executive Officer
was required to be  reasonably acceptable to Northwest.  Northwest's
right to approve Mesaba's Chief Executive officer has been extended
under the MOU.

     The Distribution Agreement also resolved certain cost disputes
between Northwest and Mesaba relating to the sharing of Mesaba's
operating cost increases and payment of holding company costs,
resulting in net cash payments by Northwest to Mesaba of $443,595.

                                -4-

<PAGE>

Route System

     The following tables set forth certain information with respect
to Mesaba's scheduled route system for June 1997.
                                                         Number of
                  Nonstop air                            roundtrips
                  mileage from             Date            from
                  Minneapolis/           airline        Minneapolis/ 
                   Saint Paul            service         Saint Paul
 City               Airport             commenced        per week
-----------------  ---------        -----------------  -----------
Minneapolis/
  Saint Paul, MN      ---              February 15, 1973      --
Grand Rapids, MN      161              February 15, 1973      21
Brainerd, MN          113              February 1, 1981       42
Pierre, SD            350              December 15, 1983      21
Sioux Falls, SD       197              December 15, 1983      20
Bemidji, MN           199              December 1, 1984       42
Thief River Falls, MN 261              May 15, 1985           21
Aberdeen, SD          257              December 15, 1985      28
Des Moines, IA        232              June 1, 1986           39
Wausau, WI            175              June 15, 1986          53
Lincoln, NE           332              October 1, 1986        27
Grand Forks, ND       284              October 1, 1986        26
Watertown, SD         193              October 1, 1986        27
Fargo, ND             223              January 15, 1987       14
Omaha, NE             282              June 1, 1987            7
Moline, IL            274              June 10, 1988          33
Houghton/Hancock, MI  277              February 22, 1989      27
Marquette, MI         296              February 22, 1989      27
LaCrosse, WI          120              January 31, 1991       47
Bloomington, IL       374              September 15, 1992     14
Champaign, IL         419              January 31, 1993        7
Thunder Bay, Ontario  304              March 16, 1993         20
St. Cloud, MN          67              July 1, 1993           37
Escanaba, MI          304              August 16, 1993        14
Ely, MN               213              May 26, 1995            8
Bismarck, ND          386              September 1, 1995       6
Kalamazoo, MI         426              November 1, 1995       13
Rochester, MN          76              April 1, 1996          27
Kenora, Ontario       343              May 22, 1997            8
Green Bay, WI         252              June 6, 1997            7
Cincinnati, OH        596              June 6, 1997            7
Traverse City, MI     375              June 6, 1997           14

                                -5-

<PAGE>
                                                        Number of
                  Nonstop air              Date         roundtrips
                  mileage from           airline           from
                    Detroit              service         Detroit
 City               Airport             commenced        per week
-----------------  ---------        -----------------  -----------
Detroit, MI           ---              December 10, 1988     ---
Erie, PA              163              December 10, 1988      34
Akron/Canton, OH      134              December 10, 1988      32
Dayton, OH            166              December 10, 1988      26
Flint, MI              56              January 8, 1989        39
Traverse City, MI     207              January 8, 1989        34
Pellston, MI          242              January 8, 1989        42
Wausau, WI            363              January 8, 1989        42
Houghton/Hancock, MI  425              February 22, 1989      21
Marquette, MI         364              February 22, 1989      21
Toledo, OH             49              April 2, 1989          46
Muskegon, MI          161              October 11, 1989       28
Columbus, OH          155              August 1, 1990          6
Kalamazoo, MI         113              September 6, 1990      26
Cincinnati, OH        229              September 6, 1990      33
Lansing, MI            74              November 14, 1990      20
Youngstown, OH        153              May 1, 1991            25
Fort Wayne, IN        128              June 1, 1991           27
Lexington, KY         296              June 10, 1991          33
Charleston, WV        281              July 8, 1991           32
London, ON            125              September 5, 1991      25
Binghamton, NY        378              July 1, 1992           25
Roanoke, VA           382              August 1, 1992         32
Lafayette, IN         224              September 9, 1992      26
Bloomington, IL       314              September 15, 1992     26
South Bend, IN        157              November 16, 1992      27
Louisville, KY        306              June 1, 1993            6
Escanaba, MI          305              August 16, 1993        21
Champaign, IL         298              September 9, 1993      26
Evansville, IN        364              October 1, 1993        26
Knoxville, TN         443              October 1, 1993         7
State College, PA     300              January 31, 1994       28
Saginaw, MI            98              June 1, 1995            6
Benton Harbor, MI     158              June 20, 1995          28
Harrisburgh, PA       370              December 1, 1994        7
Ottawa, Ontario       439              May 1, 1995            25
Elmira, NY            331              November 15, 1995      25
Allentown, PA         424              December 15, 1995       7
Cleveland, OH          95              December 15, 1995      13
Buffalo, NY           240              July 1, 1996            8
Rochester, NY         296              September 10, 1996      6
Appleton, WI          297              October 1, 1996        27
Rockford, IL          295              October 1, 1996        24
Pittsburgh, PA        201              December 18, 1996       6
Owensboro, KY         369              June 1, 1997            6
Des Moines, IA        534              June 6, 1997            7

     From time to time Mesaba reviews the feasibility of expanding
the frequency of its service to airports currently being served, as
well as initiating passenger service to additional cities generally
within its service area.  Mesaba works closely with Northwest to
coordinate flight schedules and to facilitate connections between
Mesaba and Northwest.  See "Business - Northwest Airlink Agreement."

                                -6-


<PAGE>

AIRCRAFT

     The following table sets forth certain information as to
Mesaba's passenger aircraft fleet as of June 1, 1997:
     
                                          Approximate  Approximate
                                             single      average
                                             flight      cruising
      Type of        Number of  Seating       range       speed
     aircraft        aircraft   capacity     (miles)     (M.P.H.)
-------------------  ---------  ---------  -----------  -----------
Fairchild Metro III      5         19           650          300
deHavilland Dash 8      25         37           500          285
Saab 340                28        30/34         500          300
Avro RJ85                2         69         1,400          410

     Mesaba leases its Avro RJ85 aircraft from Northwest under
operating leases with terms of up to 10 years.  The Jet Agreement
allows Mesaba to return aircraft to Northwest upon the occurrence of
certain events. The Avro RJ85 aircraft are fast, pressurized jet
airplanes with galleys, dual class cabin, standup headroom,
lavatories, ACARS, radar, ground proximity warning, traffic
collision avoidance and de-icing systems.

     Mesaba leases all of its Saab 340 aircraft, either directly
from aircraft leasing companies or through sub-leases with Northwest
under operating leases with terms of up to 16 years.  The Airlink
Agreement allows Mesaba to return aircraft to Northwest upon the
occurrence of certain events.  The Saab 340 aircraft are fast, fuel
efficient, pressurized turboprop airplanes with galleys, standup
headroom, lavatories, radar, global positioning,  ground proximity
warning, traffic collision avoidance and de-icing systems.

     Mesaba sub-leases its deHavilland Dash 8 aircraft from
Northwest under operating leases with terms of up to five years.
The Airlink Agreement allows Mesaba to return aircraft to Northwest
upon the occurrence of certain events.  The Dash 8 aircraft are
pressurized turboprop airplanes with galleys, standup headroom,
lavatories, radar, ground proximity warning, traffic collision
avoidance and de-icing systems.

     Mesaba leases all of its Fairchild Metro III aircraft, directly
from aircraft leasing companies.  The Fairchild Metro III aircraft
are fast, fuel-efficient, pressurized turboprop airplanes with radar,
ground proximity warning, traffic collision avoidance and de-icing
systems.

     Mesaba intends to replace its remaining fleet of Dash 8 and
Metro III aircraft with Saab 340 aircraft  over the course of the
next 15 months.

     All of Mesaba's aircraft comply fully with all Federal Aviation
Regulations ("FARs") issued by the Federal Aviation Administration
("FAA").

     As of June 1997, Mesaba's existing fleet of Avro RJ85, Saab
340, Dash 8 and Metro III aircraft have remaining lease terms of
two months to 16 years and aggregate monthly lease payments of
approximately $3,600,000.  As of June 1, 1997, Mesaba has removed
21 Metro III aircraft from revenue service and 14 of those
aircraft have been returned to lessors.

COMPETITION
-----------

     The airline industry is highly competitive as a result of the
Airline Deregulation Act of 1978 (the "Deregulation Act").  In
general, the Deregulation Act increased competition by eliminating
restrictions on fares and route selection.  The Deregulation Act also
contributed to the withdrawal of national and major carriers from
short-haul markets by allowing them to more easily obtain additional
long-haul routes, which can be more efficiently and profitably served
by jet aircraft.  Elimination of barriers to entry into new markets,
however, also creates greater potential for competing service by
other carriers operating small, fuel-efficient aircraft on short-haul
routes serving small and medium-sized cities.  Mesaba currently
competes with other regional airlines in some of the cities it serves
and competition to alternative hubs for connecting flights exists out
of many of the markets Mesaba serves.  However, due to the
consolidation of the airline industry and the development of the
"hub and spoke" network, Mesaba has experienced a reduction of
competition in its specific market segments.  No assurance can be
given that other carriers, including major carriers, will not
institute competing service on routes served by Mesaba.

                                -7-

<PAGE>

     Competitive factors in the airline industry generally include
fares, frequency and dependability of service, convenience of flight
schedules, type of aircraft flown, airports served, relationships
with travel agents, and efficiency and reliability of reservations
systems and ticketing services.  The compatibility of flight
schedules with those of other airlines and the ability to offer
through fares and convenient inter-airline flight connections are
also important competitive factors.  The Company believes that Mesaba
is competitive with respect to each of such factors because of its
established reputation, cost structure, aircraft fleet which is
properly suited for the small and medium-sized cities served, and
especially its relationship with Northwest.

FUEL
     
     The cost of aviation fuel is one of the Company's largest
operating expenses, accounting for 10.7% of total operating costs
for the year ended March 31, 1997, 11.3% the year ended March 31,
1996, and 11.3% for the year ended March 31, 1995.

     The Company has arrangements with Northwest and nine major fuel
suppliers for substantial portions of its fuel requirements.  The
Company believes that such arrangements assure an adequate supply of
fuel for current and anticipated future operations.  Both the cost
and availability of fuel, however, are subject to factors beyond
the control of the Company.  Certain provisions of the amended
Airlink Agreement protect Mesaba from future increases in aviation
fuel prices.

FARES

     Mesaba derives its passenger revenues by selling its seat
capacity to Northwest at predetermined rates. Under the Airlink
Agreement, Mesaba has the ability to enter into arrangements with
other air carriers for proration of fares for service to cities not
served by Northwest, so long as Mesaba does not use the "NW"
designator code or Dash 8, Saab 340 and RJ85 aircraft with respect to
such service. Fares vary primarily in relation to the length of the
flight and other factors.

REGULATION

     Pursuant to the Federal Aviation Act of 1958, as amended (the
"Aviation Act"), the federal Department of Transportation ("DOT"),
principally through the FAA, has certain regulatory authority over
the operations of all air carriers.  The jurisdiction of the FAA
extends primarily to the safety and operational provisions of the
Aviation Act, while the responsibility of the DOT involves
principally the regulation of certain economic aspects of airline
operations.

     FAA REGULATION.  Mesaba holds an "Air Carrier Operating
Certificate" from the FAA permitting it to conduct flight operations
in compliance with applicable FAA regulations.  Effective March 29,
1997, Mesaba completed transition of its operations to the new Part
119 of the Federal Aviation Regulations, so that its entire operation
is now governed by the same regulatory requirements applied to major
airlines. The FAA regulations to which Mesaba is subject are
extensive and include, among other items, regulation of aircraft
maintenance and operations, equipment, ground facilities, dispatch,
communications, training, weather observation, flight personnel and
other matters affecting air safety.  To ensure compliance with its
regulations, the FAA requires airlines to obtain operating,
airworthiness and other certificates that are subject to suspension
or revocation for cause.  Mesaba holds all certificates necessary for
its operations.

      DOT REGULATION.  Prior to October, 1992, Mesaba was registered
under Part 298 of the economic regulations of the DOT.  On October 26,
1992, the DOT granted Mesaba a Certificate of Public Convenience and
Necessity under Section 401 of the Aviation Act.  As a certificated
carrier, Mesaba is required to file certain additional quarterly
reports with the DOT, including a report of aircraft operating
expenses and related statistics.  The Certificate of Public
Convenience and Necessity is a prerequisite for operations with
aircraft larger than 60 seats.

      OTHER REGULATION.  Under the Noise Control Act of 1972 and the
Aviation Safety and Noise Abatement Act of 1979, the FAA has
authority to monitor and regulate aircraft engine noise.  Management
of the Company believes that Mesaba's aircraft comply with or are
exempt from such regulations and that Mesaba complies with standards
for aircraft exhaust emissions and fuel storage facilities issued by
the Environmental Protection Agency.  The Company is also required to
comply with the drug testing program adopted under Part 14 CFR by the
DOT.  As a foreign carrier operating in Canada, the Company is
subject to regulation by the Canadian Department of Transport and has
been issued Foreign Air Carrier Operating Certificates by such
agency.

                                -8-

<PAGE>

INSURANCE

     Mesaba carries the types of insurance customary in the airline
industry, including coverage for public liability, passenger
liability, property damage, aircraft loss or damage, baggage and
cargo liability, and workers' compensation.  The Company believes
that this insurance is adequate as to amounts and risks covered.
There can be no assurance, however, that the insurance carried would
be sufficient to protect the Company adequately in the event of a
catastrophic accident.

AIRCRAFT MAINTENANCE

     Mesaba employs its own aircraft, avionics and engine
maintenance staff that performs substantially all routine
maintenance to its aircraft and engines.  Major overhauls on its
airframes, engines, and other rotable parts on Dash 8, Saab 340
and RJ85 aircraft are performed at FAA authorized facilities.
Major overhauls of the Metro III aircraft are performed internally.
Major overhauls on Saab 340 airframes are anticipated to be done
internally during fiscal 1998.

AIRPORT AND TERMINAL FACILITIES AND SERVICES

     Mesaba's ticket counter and baggage handling space is leased
from local airport authorities or other airlines at all of the
airports served.  In 30 of the cities it serves, Mesaba receives
support service under agreements with Northwest.  The duration of the
leases and service agreements vary.

     Mesaba pays local airport authorities for the use of landing
fields at rates that are based on the number of flights per day,
fixed fees, or on the number of aircraft landings and aircraft
weight.

PROPERTIES

     The Company's principal executive offices are located at the
Minneapolis/Saint Paul International Airport.  Mesaba leases
approximately 293,000 square feet of facilities, ramp, parking and
unimproved land at the Airport under separate ground and facilities
leases with the Metropolitan Airports Commission.  The lease expires
on December 31, 2008 and provides that Mesaba will have a right of
first refusal on any new lease covering the premises.  Mesaba's
primary facility contains approximately 83,000 square feet of office,
shop, and hangar space.  Mesaba is obligated to make payments of
approximately $35,000 per month under the lease for the hangar,
office and maintenance facility, in addition to approximately $13,000
per month under the ground lease for the underlying land and access
ramp.

     Mesaba leases approximately 394,000 square feet of facilities,
ramp, parking and unimproved land at the Detroit Metropolitan Airport
under separate ground and facilities leases.  The facilities lease
covers approximately 45,000 square feet of hangar and maintenance
space and obligates Mesaba to pay monthly rentals ranging between
approximately $22,000 and $36,000 until August 1, 2002 as part of
Special Facilities Bond financing provided by Wayne County, Michigan.
The ground lease has a 20- year term concurrent with the facilities
lease which expires August 1, 2010.  Monthly lease payments of
approximately $7,000 are currently required under the ground lease,
subject to an annual adjustment on January 1 each year based upon the
percentage change in an index published by the Bureau of Labor
Statistics of the U.S. Department of Commerce.

     Mesaba owns approximately 38,000 square feet of hangar and
office space located on approximately 102,000 square feet of land
and parking areas of which Mesaba is ground lessee, at the Central
Wisconsin Airport in Mosinee, Wisconsin.  Mesaba pays approximately
$800 per month under the terms of the ground lease relating to such
facility, which expires on December 31, 2011, subject to two 10-year
renewal options.

EMPLOYEES

     As of June, 1997, Mesaba employed 1,976 persons, of whom 555
were pilots, 245 were management, administrative and clerical
personnel, 261 were aircraft maintenance personnel, 696 were station
managers, station agents and line services personnel, and 219 were
flight attendants.  Approximately 368 of Mesaba's employees are
part-time.

                                -9-

<PAGE>

     Mesaba's pilots are represented by the Air Line Pilots
Association ("ALPA").  Mesaba concluded negotiations with ALPA and
reached a new collective bargaining agreement effective June 1, 1996,
with a term of four years.  In October, 1996, Mesaba and ALPA reached
agreement on a modification of the collective bargaining agreement
which, in addition to other enhancements, increased the term to six
years.

     On July 23, 1996, the National Mediation Board held an election
involving Mesaba's aircraft mechanics.  In this election, the
mechanics voted in favor of union representation by the Aircraft
Mechanics Fraternal Association ("AMFA").  Formal negotiations have
not begun, although Mesaba has received indications from AMFA that
negotiations will begin on June 25, 1997.  Any work stoppage,
whether from a failure to enter into a new collective bargaining
agreement or otherwise, could have a material adverse impact on the
Company.

Mesaba has had no work stoppages and management, in general,
believes that its relations with its employees are good.

CYCLICALITY AND SEASONALITY

     The airline industry generally is subject to cyclical moves in
the economy.  Because both personal discretionary travel and
business travel may be expected to decline during periods of
economic weakness, the airline industry tends to experience poorer
financial results during such periods.  Further, because the Company
serves primarily the North Central region, its results may be
affected to a greater extent by regional economic variations than the
results of air carriers with national operations.

     Seasonal factors, primarily weather conditions and passenger
demand, historically have affected Mesaba's monthly passenger
boardings.  The first and second fiscal quarters have typically shown
a higher level of passenger boardings as compared with the third and
fourth quarters for many of the cities served by Mesaba.  As a result
of such factors, the Company's revenues and earnings historically
have been higher during the first six months of the fiscal year.

                                -10-

<PAGE>

     EXECUTIVE OFFICERS OF THE COMPANY

     The following table sets forth certain information regarding the
executive officers of Mesaba Holdings, Inc.  and Mesaba Aviation,
Inc., a subsidiary of Mesaba Holdings, Inc.

                                                               Officer
    Name              Age               Position                 since
--------------        ----    -------------------------------   -------
Carl R. Pohlad         81     Chairman of Mesaba Holdings and    1995
                              Mesaba Aviation, Inc.

Bryan K. Bedford       35     President and Chief Executive      1995
                              Officer of Mesaba Holdings and
                              Mesaba Aviation, Inc.

John S. Fredericksen   48     Vice President, Administration,    1992
                              General Counsel and  Secretary
                              of Mesaba Holdings and Mesaba
                              Aviation, Inc.

F. Darrell Richardson  51     Vice President and Chief           1995
                              Operating Officer of Mesaba
                              Aviation, Inc.

Scott R. Durgin        35     Vice President, Customer Service   1996
                              of Mesaba Aviation, Inc.

     CARL R. POHLAD is a Class Two director and Chairman of the
Board of Directors.  Mr. Pohlad has been President and a director
of Marquette Bancshares, Inc. since 1993.  Prior to 1993, Mr. 
Pohlad served as President and Chief Executive Officer of Marquette
Bank Minneapolis and Bank Shares Incorporated.  Mr.  Pohlad was
Chairman of the Board of MEI Corporation from 1972 to 1986, and
Chairman of the Board of MEI Diversified Inc. from 1986 to 1994. 
Mr. Pohlad is also an owner, director and the President of CRP
Sports, Inc., the managing general partner of the Minnesota Twins
baseball club, and is a director of Genmar Holdings, Inc.

     BRYAN K. BEDFORD is a Class One director and President and
Chief Executive Officer of the Company.  Mr. Bedford was President
and Chief Executive Officer of Business Express, Inc.  from February
1994 to August 1995.  He served as Executive Vice President and Chief
Financial Officer of Phoenix Airline Services, Inc. from July 1992 to
January 1994, and as Vice President and Chief Financial Officer of
WestAir Holding, Inc.  from January 1990 to July 1992.  From June 1988
to January 1990, Mr. Bedford was Vice President of Finance of Aspen
Airway, Inc.

     JOHN S. FREDERICKSEN joined the Company as Vice President,
General Counsel in July 1992.  In August 1993, Mr.  Fredericksen was
appointed Senior Vice President, Operations of the Company and
Mesaba.  He was appointed Secretary of the Company and Mesaba in
November 1994.  In October 1995, he was appointed to his current
positions with the Company and Mesaba.  From March 1987 until joining
the Company, Mr. Fredericksen was employed by the Regional
Airline Association, Washington, D.C., serving most recently as its
President.  From 1980 until 1987, Mr.  Fredericksen was an attorney
with the Federal Aviation Administration. 

     F. DARRELL RICHARDSON joined the Company as Vice President and
Chief Operating Officer in September 1995.  Mr.  Richardson was
Senior Vice President, Operations of Phoenix Airline Services, Inc.
from November 1993 until joining the Company.  He served as President
and Chief Executive Officer of United Aerodynamics Corporation from
July 1991 to October 1993, and as Vice President of Maintenance and
Engineering of Continental Express from June 1989 to June 1991. Prior
to June 1989, Mr.  Richardson was employed in various positions in
the aviation industry, beginning in 1968.

     SCOTT R. DURGIN joined the Company as Vice President, Customer
Service in December 1996.  Mr. Durgin was Vice President, Customer
Service of Business Express Airlines from May 1995 until joining the
Company.  He served as a Regional Director for Express I Airlines
from December 1991 to May 1995, and held various positions, the last
being Director of Stations, at Pilgrim Airlines from 1983 until
December 1991.

                                
                                -11-
<PAGE>

Item 2.  PROPERTIES

         See information provided under the captions "Business -
Aircraft," "- Airport and Terminal Facilities and Services," and "-
Properties" in Item 1 herein.

Item 3.  LEGAL PROCEEDINGS

         The Company is not currently a party to any material
pending legal proceedings.  From time to time the Company may
become involved in routine litigation incidental to its business.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         DURING FOURTH QUARTER OF FISCAL YEAR

         There were no matters submitted to a vote of the Company's
shareholders during the three-month period ended March 31, 1997.

                                -12-

         
<PAGE>            
                            PART II


Item 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
         STOCKHOLDER MATTERS


     The Company's Common Stock is traded under the symbol "MAIR" on
the NASDAQ National Market.

     The following table sets forth the range of high and low sale
prices for the Company's Common Stock and the dividends per share for
each of the fiscal quarters of the two years ended March 31, 1997.
Quotations for such periods are as reported by NASDAQ for National
Market issues.

STOCK QUOTATIONS
                                                        Dividends
                       High             Low             per share
                      ------           ------          ---------- 
Fiscal 1996
      First quarter   $ 11             $ 7-1/2            $.03
      Second quarter    14               4-7/8              -
      Third quarter      8-7/8           4-7/8              -
      Fourth quarter    11-1/4           7                  -
                                                  
Fiscal 1997                                       
      First quarter     13              10                  -
      Second quarter    12               8-7/8              -
      Third quarter     15-3/8           9-3/4              -
      Fourth quarter    16-1/8          11-1/4              -

     On November 10, 1995, the Company announced that it would
discontinue payment of quarterly dividends.  The last dividend of
$.03 per share was paid for the quarter ended September 30, 1995.
The Company intends to retain earnings for use in the operation
of its business.

     On June 6, 1997, the number of holders of record of Common
Stock was 981.

     The transfer agent for the Company's Common Stock is Norwest
Bank Minnesota, National Association, 161 North Concord Exchange,
South St. Paul, Minnesota, 55075-0738, telephone: (612) 450-4064.

                                -13-

<PAGE>

Item 6.     SELECTED FINANCIAL DATA AND STATISTICAL COMPARISON


     The following table sets forth selected financial data with
respect to the  Company as of the dates and for the periods
indicated.  The selected financial data has been derived from the
audited financial statements.  The financial data set forth below
should be read in conjunction with the Company's Consolidated
Financial Statements and Notes thereto and "Management's Discussion
and Analysis of Financial Condition and Results of Operations"
contained in Item 7.

<TABLE>
<CAPTION>
                                   Year Ended March 31,
                        ----------------------------------------------
                         1997      1996      1995      1994      1993
                        ------    ------    ------    ------    ------
                       (amounts in thousand share and per share data)

Statement of Operations Data:
<S>                    <C>       <C>       <C>       <C>       <C> 
Operating revenues     $185,701  $170,455  $145,900  $129,582  $124,331
Operating expenses     $166,118  $158,148  $141,541  $122,983  $112,028
                       --------  --------  --------  --------  -------- 
Operating income       $ 19,583  $ 12,307  $  4,359  $  6,599  $ 12,303
                       ========  ========  ========  ========  ========
Net income             $ 11,986  $ 56,275* $  2,606  $  3,663  $  6,740
                       ========  ========  ========  ========  ========
Net income per share   $   0.93  $   4.81* $   0.29  $   0.40  $   0.75
                       ========  ========  ========  ========  ========
Dividends per share           -  $   0.03  $   0.12  $   0.12  $   0.12
                       ========  ========  ========  ========  ========
Weighted Average       
number of shares
outstanding             12,873    11,689      9,113     9,069     8,990
                       ========  ========  ========  ========  ========
</TABLE>
*Includes non-taxable gain of $49, 303 from distribution of
subsidiary


                                   Year Ended March 31,
                         1997      1996      1995      1994      1993
                        ------    ------    ------    ------    ------
                                  (dollars in thousands)
Balance Sheet Data:                                      
Current assets         $ 71,201  $ 44,465  $ 46,154  $ 42,942  $ 25,724
Net property and         
equipment                19,772    12,388    14,931    13,863    21,319 
Other noncurrent assets  13,593     1,351     5,799     3,258     5,055
                       --------  --------  --------  --------  -------- 
Total assets           $104,566  $ 58,204  $ 66,884  $ 60,063  $ 52,098
                       ========  ========  ========  ========  ========

Current liabilities    $ 33,393  $ 17,323  $ 17,052  $ 11,674  $ 16,695
Long-term liabilities    21,379     6,466     7,388     8,264     9,038
Shareholders' equity     49,794    34,415    42,444    40,125    26,365
                       --------  --------  --------  --------  -------- 
Total liabilities and       
shareholders' equity   $104,566  $ 58,204  $ 66,884  $ 60,063  $ 52,098
                       ========  ========  ========  ========  ========

                                -14-
<PAGE>

<TABLE>
<CAPTION>
                   Mesaba Aviation, Inc. (1)
                         Year ended March 31,
                               1997       1996       1995       1994       1993
                            ---------  ---------  ---------  ---------  ---------
<S>                         <C>        <C>        <C>        <C>        <C> 
Selected Operating Data:
Revenue passengers carried  1,959,632  1,572,401  1,433,605  1,429,836  1,306,750
Revenue passenger 
     miles (000's)(2)         445,871    344,592    314,636    299,267    270,137
Available Seat                
     miles (000's)(3)         864,083    705,182    732,018    663,578    536,216
Passenger revenue per      
     available seat mile       $ .215     $ .204     $ .191     $ .198     $ .232
Cost per available seat mile   $ .192     $ .190     $ .178     $ .185     $ .208
Passenger load factor(4)         51.6%      47.1%      44.6%      45.1%      50.4%
Break-even load facot (5)        46.3%      43.3%      40.9%      42.8%      45.6%
Yield per revenue       
passenger mile (6)             $ .416     $ .434     $ .428     $ .427     $ .455
Departures                    144,266    123,985    114,399    108,141     89,011

</TABLE>
__________________________


(1)  Does not include the operations of AirTran Airways, Inc.
     which was spun off from the Company on September 7, 1995.

(2)  "Revenue passenger miles" are determined by multiplying the
     number of fare paying passengers carried by the distance
     flown.

(3)  "Available seat miles" are determined by multiplying the
     number of seats available for passengers by the number of
     miles flown.

(4)  "Passenger load factor" is determined by dividing revenue
     passenger miles by available seat miles.

(5)  "Break-even load factor" is computed by dividing the sum of
     the airline operating expenses and net interest expense by
     total airline operating revenues and multiplying the result
     by the passenger load factor.

(6)  "Yield per revenue passenger mile" is determined by dividing
     passenger revenue by revenue passenger miles.

                                -15-

<PAGE>

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATION


EARNINGS SUMMARY

     Mesaba Holdings, Inc. (the "Company"), parent company of Mesaba 
Aviation, Inc. ("Mesaba") reported net income of $12.0 million or 
$.93 per share for the fiscal year ended March 31, 1997, compared to 
$56.3 million or $4.81 per share in fiscal 1996 and $2.6 million or 
$.29 per share in fiscal 1995.  The fiscal 1996 net earnings included 
a non-taxable $49.3 million gain resulting from the spin- off of
Airways Corporation ("Airways").  Fiscal 1996 net income per share
without the gain was $.60 including a $.02 contribution from AirTran
Airways.  The $.29 per share earnings in fiscal 1995 included a $.38
per share loss from Airways.  Weighted average shares outstanding
increased to 12.9 million in the current year from 11.7 million and
9.1 million respectively.  The increase in the average number of
shares outstanding was due primarily to the issuance of shares to
Northwest Aircraft, Inc. in lieu of Airways shares, Northwest
exercising pre-existing warrants, and the exercise of stock options
by current and former employees.

RESULTS OF OPERATIONS

     Operating Revenues.  Operating revenues rose 8.9% to $185.7
million in fiscal 1997 from $170.5 million in fiscal 1996 and $145.9
million in fiscal 1995.  Operating revenues for fiscal 1996 and 1995
included revenues from Airways of $18.7 million and $9.6 million,
respectively.  Mesaba's revenues increased 22.3% in 1997 to $185.7
million from $151.8 million in 1996.  Passenger revenue per available
seat mile ("RASM") increased 3.9% to $0.212 from $0.204 and $0.191
respectively.  Mesaba's average passenger load factor was 51.6% in
1997, up from 47.1% in 1996 and 44.6% in 1995.  The improvement in
traffic, load factor and RASM are attributable to the inclusion of
Mesaba's flights in Northwest pricing and promotional discount fare
programs, as well as overall increases in passenger demand within the
industry.

     OPERATING EXPENSES.  Total operating expenses increased 5.1% to
$166.1 million in 1997 from $158.1 million in 1996 and $141.5
million in 1995.  Operating expenses for 1996 and 1995 included
expenses from Airways of $18.7 million and $16.0 million,
respectively.  Mesaba's operating expenses increased 19.1% in 1997 to
$166.1 million from $139.4 million and 11.1% from $125.5 million in
1995.  Mesaba  experienced a 1.1% increase in the cost per available
seat mile (CASM) to 19.2 cents compared with 19.0 cents in 1996.
Seat capacity (measured in ASMs) increased 18.0% in 1997 to 864.0
million as a result of increased utilization of the existing Dash 8
aircraft and the replacement of Metro III aircraft with Saab 340A
and 340BPlus aircraft.  In addition to the replacement aircraft, 
Mesaba took delivery of five additional Saab 340 aircraft.  Mesaba
has taken delivery of 13 Saab 340A and 11 340BPlus aircraft this
year, 22 of which were in revenue service at March 31, 1997.  As of
June, 1997, 21 Metro III aircraft have been removed from revenue
service. The following table compares components of Mesaba's
operating cost per ASM for the years ended March 31, 1997, 1996 and
1995: 

                                1997        1996      1995
                              --------    --------   --------
        Wages and benefits     5.8CENTS    6.0CENTS   5.4CENTS
        Fuel                   2.1         2.0        2.0
        Direct maintenance     2.9         2.4        1.3
        Rents                  3.6         4.1        4.4
        Landing fees           0.6         0.5        0.6
        Insurance and taxes    0.6         0.7        0.6
        Depreciation and                            
          amortization         0.5         0.6        0.8
        Other                  3.1         2.7        2.7
                              ---------   --------   --------
        Total                 19.2CENTS   19.0CENTS  17.8CENTS
                              =========   ========   ========

     Wages and benefits increased to $49.9 million in fiscal 1997
compared to $47.0 million in fiscal 1996 and $41.0 million in 1995.
Wages and benefits for 1996 and 1995 included expenses of Airways of
$3.1 million and $2.8 million, respectively.  Mesaba's wages and
benefits increased 13.6% to $49.9 million from $43.9 million in
fiscal 1996. The increase is a result of increased cost of flight
crews due to a 14.1% increase in block hours flown and the addition
of flight crews to support the Saab fleet transition program. Mesaba
also experienced an increase in wage and benefit cost of support
personnel due to an increase in scheduled operations.  Overall,
personnel levels (measured on a full time equivalent basis at the
fiscal year end) increased 18.7% to approximately 1,731 from 1,458.

                                -16-

<PAGE>

     Total fuel costs increased to $17.9 million in fiscal 1997 from
$17.7 million in fiscal 1996 and $16.0 million in fiscal 1995.
Airways total fuel expense was $2.9 million in 1996 and $2.2
million in 1995. Mesaba's fuel costs increased 20.6% to $17.9
million from $14.9 million in 1996.  The increase is attributable
to a 17.4% increase in consumption and a 4.4% increase in fuel cost
per gallon.  The average price per gallon, including taxes and into
plane fees, was 83.5 cents in fiscal 1997 compared to 80.3 cents in
fiscal 1996 and 77.9 cents in fiscal 1995.  Until October 1995,
airlines were exempt from a 4.3 cents per gallon federal tax on
aviation fuel.  The additional taxes increased Mesaba's fuel costs
by $0.4 million in fiscal 1996. Certain provisions of the Airlink
Agreement protect Mesaba from future increases in fuel prices.

     Direct maintenance expense, excluding wages and benefits
costs, increased to $25.0 million in fiscal 1997 from $20.0 million
in fiscal 1996 and $11.5 million in fiscal 1995.  Airways' direct
maintenance expense was $2.2 million in 1996 and $1.0 million in
1995.  Mesaba's direct maintenance cost increased 40.8% to $25.0
million from $17.8 million.  This increase was attributable to the
addition of 13 Saab 340A and 11 Saab 340BPlus aircraft to the fleet
and the transfer of all costs of major overhauls and repairs on the
Dash 8 fleet to Mesaba from Northwest.  This increase was partially
offset by lower costs associated with the Metro III fleet due to 21
aircraft having been removed from service.  Under the terms of the
amended Airlink Agreement effective January 1, 1996, Mesaba became
solely responsible for the direct maintenance costs of the Dash 8
aircraft.  This cost was approximately $8.6 million in fiscal
1997.  Prior to that date those expenses were paid by Northwest.

     Aircraft rentals were $31.2 million in fiscal 1997, $31.3
million in fiscal 1996 and $32.3 million in fiscal 1995.  Airways'
aircraft rentals were $1.5 million in fiscal 1996 and $1.0 million in
fiscal 1995.  Mesaba's aircraft rentals increased 4.7% to $31.2
million from $29.8 million.  Mesaba added 13 Saab 340A and 11 Saab
340BPlus aircraft during the period and returned 14 Metro III
aircraft to lessors.

     Landing fees were $4.8 million in fiscal 1997, $4.5 million
in fiscal 1996 and $4.2 million in fiscal 1995. Airways' landing
fees were $0.5 million in fiscal 1996 and $0.3 million in fiscal
1995.  Mesaba's landing fees increased $0.8 million or 18.9% to $4.8
million from $4.0 million in fiscal 1996.  The increase is
attributable to a 16.4% increase in departures and an increase in
the average gross landing weight due to the changing mix of
aircraft.  This increase was partially offset by a slight decrease in
the overall effective landing fee rate.

     Insurance and taxes were $5.3 million in fiscal 1997, $5.9
million in fiscal 1996 and $4.5 million in fiscal 1995.  Airways'
costs were $1.0 million in fiscal 1996 and $0.5 million in fiscal
1995.  Mesaba's costs increased $0.4 million or 8.9% to $5.3 million
from $4.9 million in fiscal 1996.  This is due primarily to an
increase in passenger liability insurance associated with increased
passenger volume and an increase in property taxes and hull insurance
caused by increasing fleet values associated with the Saab aircraft
replacing Metro III aircraft.

     Depreciation and amortization totaled $4.3 million in fiscal
1997 compared to $4.9 million in fiscal 1996 and $6.1 million in
fiscal 1995.  Airways' depreciation and amortization totaled $0.6
million in 1996 and $0.5 million in 1995.  Mesaba's depreciation and
amortization increased 0.4% to $4.3 million. The increase in
Mesaba's depreciation and amortization resulted from the acquisition
of spare parts to support the Saab fleet offset by the elimination of
capitalized overhauls and rotable parts depreciation as a part of the
phase out of the Fokker F27 fleet.  Generally, acquisition of spare
parts for the Saab fleet are non-cash expenditures funded by credits
issued by the aircraft manufacturer.  In April 1992, the Company paid
a contract rights fee in the form of amended stock purchase warrants
to Northwest as 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.
In October 1996, the Company paid a contract rights fee in the
form of stock purchase warrant to Northwest as a part of the Jet
Agreement.  These contract rights are being amortized on a
straight-line basis over the minimum term of the agreement
through October 21, 2002.

     Administrative and other costs totaled $27.8 million in fiscal
1997, $27.3 million in fiscal 1996 and $26.0 million in fiscal 1995.
Airways' administrative and other costs were $6.7 million in 1996 and
$7.0 million in 1995.  Mesaba's administrative and other costs
increased 39.0% in 1997 to $27.8 million from $20.6 million.  This
increase is primarily attributable to higher passenger and airport
related expenses due to increases in traffic and the number of cities
served, significantly higher expenses for deicing aircraft and
related interrupted trip expenses associated with inclement weather.
Additionally, crew related expenses were higher due to increased
flying and training to support the Saab fleet transition program.

                                -17-

<PAGE>

     OPERATING INCOME.  The Company's operating income was $19.6
million in fiscal 1997, $12.3 million in fiscal 1996 and $4.4
million in fiscal 1995.  Mesaba's operating income increased 59.1% to
$19.6 million in 1997 from $12.4 million in 1996.  Mesaba's
operating margins were 10.5% in 1997, 8.2% in 1996 and 7.9% in 1995.

     NONOPERATING INCOME.  Nonoperating income was $1.1 million in
fiscal 1997, $0.3 million in fiscal 1996 (not including the one-time
non taxable gain of $49.3 million on the spin-off of Airways) and
$0.8 million in fiscal 1995.  Interest income decreased $0.2 million
to $1.6 million from $1.8 million.  During the current year the
Company invested in tax-free securities which lowers overall
interest income but effectively maximizes the after-tax yield on
its cash investments. 

     PROVISION FOR INCOME TAXES. The provision for income taxes was
$8.7 million in fiscal 1997, $5.7 million in fiscal 1996 and $2.5
million in fiscal 1995.  The effective tax rate decreased to 42.1% in
1997 from 44.8% in 1996 (not including the gain on distribution which
is not taxable) and 49.2% in 1995. This decrease is due primarily to
the lower level of nondeductible expenses as a percentage of taxable
income.

LIQUIDITY AND CAPTAL RESOURCES

     The Company's working capital increased to $37.8 million
with a current ratio of 2.1 at March 31, 1997 compared to $27.1
million and 2.6 at March 31, 1996.  Cash and cash equivalents
increased by $19.7 million to $49.1 million at March 31, 1997.  Net
cash flows provided by operating activities totaled $23.4 million
in fiscal 1997 compared to $16.1 million in fiscal 1996.  Net cash
flows used for financing activities amounted to $0.1 million in
fiscal 1997 and consisted of principal payments of $0.4 million
offset by $0.3 million in proceeds from the exercise of stock
options by current and former employees. For 1996, funds used for
the distribution of Airways Corporation totaled $21.4 million,
offset by a $3.8 million decrease of restricted cash related to
Airways' air traffic liability.

     Mesaba has an approved $5.0 million unsecured revolving
line of credit.  This credit line was not utilized during fiscal
1997.  In addition, a letter of credit facility totaling $0.2
million which secures a lease commitment to the County of Wayne,
Michigan, for Mesaba's Detroit hangar.

     Long term debt, net of current maturities, totaled $5.2
million at March 31, 1997 and $5.7 million at March 31, 1996.  Long
term debt consists principally of capitalized lease financing for the
Minneapolis/St. Paul and Detroit hangar facilities.  The ratio of
long term debt to stockholders' equity was .10 at March 31, 1997
compared to .16 at the end of fiscal 1996.

     As of June 1997, Mesaba's fleet consisted of 60 aircraft
covered under operating leases with remaining terms of two months
to 16 years and aggregate monthly lease payments of approximately
$3.6 million.  Operating leases have been Mesaba's primary
method for acquiring aircraft, and management expects to continue
relying on this method to meet most of its future aircraft financing
needs.   Mesaba has negotiated a financing agreement with the
airframe manufacturer whereby operating lease financing for both used
and new Saab 340 aircraft are committed to Mesaba on competitive
rates and terms.

     Approximately 72% of Mesaba's passengers connected with
Northwest in fiscal 1997, 71% in 1996 and 79% in 1995.  Approximately
98% of the Company's accounts receivable balance at March 31, 1997 is
due from Northwest.  Loss of the Mesaba's affiliation with Northwest
or Northwest's failure to make timely payment of amounts owed to 
Mesaba or to otherwise materially perform under the Airlink
Agreement for any reason would have a material adverse effect on 
Mesaba's operations and financial results.

     The Company has historically relied upon cash reserves and
internally generated funds to support its working capital
requirements.  Management believes that funds from operations and
existing cash balances will provide adequate resources for meeting
non-aircraft capital needs in fiscal 1998.

                                -18-

<PAGE>

 OTHER INFORMATION

     On June 4, 1997 the Company signed a Memorandum of
Understanding ("MOU") with Northwest on a long-term contract for
Mesaba to continue operating as Northwest Airlink.  The MOU grants
all Airlink flying out of Northwest's Minneapolis/St. Paul hub to
Mesaba effective August 1, 1997.  The MOU continues the existing
compensation methodology set forth in the January 1, 1996 amendment
to the Airlink Agreement.  Additionally, the MOU continues
Northwest's current right to approve any new Chief Executive Officer.
As consideration for the additional flights, the Company will issue a
warrant to Northwest for the purchase of 880,000 shares of the
Company's common stock at an exercise price of $14.125 per share.
The term of the warrant will be ten years.  Both the Company and
Northwest anticipate the terms of the MOU will be incorporated into
the final, ten year airline services agreement, which is expected to
be executed on or before June 30, 1997.

                                -19-

<PAGE>

Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The consolidated financial statements of the Company and the
related Report of Independent Public Accountants are included in
this Form 10-K on the pages indicated below.

                                                             Page

Report of Independent Public Accountants                       21

Consolidated balance sheets as of March 31, 1997 and 1996      22

Consolidated statements of operations for the years
     ended March 31, 1997, 1996 and 1995                       23

Consolidated statements of shareholders' equity for the years
     ended March 31, 1997, 1996 and 1995                       24

Consolidated statements of cash flows for the years
     ended March 31, 1997, 1996 and 1995                       25

Notes to consolidated financial statements                     26

                                -20-

<PAGE>

                              
            REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                                
                                
                                
To Mesaba Holdings, Inc.:

We have audited the accompanying consolidated balance sheets of
Mesaba Holdings, Inc. (a Minnesota corporation) and Subsidiary as
of March 31, 1997 and 1996, and the related consolidated statements
of operations, shareholders' equity and cash flows for each of the
three years in the period ended March 31, 1997.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Mesaba
Holdings, Inc. and Subsidiary as of March 31, 1997 and 1996, and the
results of their operations and their cash flows for each of the
three years in the period ended March 31, 1997, in conformity with
generally accepted accounting principles.

                               ARTHUR ANDERSEN LLP
 

Minneapolis, Minnesota,
 May 2, 1997

                                 -21-

<PAGE>

  
              MESABA HOLDINGS, INC. AND SUBSIDIARY
                   Consolidated Balance Sheets
            (In Thousands, Except Share Information)
                                
                                                     As of March 31,
                                                  ------------------    
                                                    1997      1996
                      ASSETS                      --------  --------        
                                                           
CURRENT ASSETS:                                             
Cash and cash equivalents                         $ 49,126  $ 29,428
Accounts receivable, net                            13,344     9,254
Inventories                                          2,077     1,666
Prepaid expenses and deposits                        3,054     2,774
Deferred income taxes                                3,600     1,343
                                                  --------  --------          
Total current assets                                71,201    44,465
                                                           
PROPERTY AND EQUIPMENT:                                     
Facilities under capital lease                       9,147     9,147
Flight equipment                                    18,655    10,439
Other property and equipment                        12,008     9,644
Accumulated depreciation and amortization          (20,038)  (16,842)
                                                  --------  --------        
Net property and equipment                          19,772    12,388
                                                            
DEFERRED INCOME TAXES                                  283       312
                                                           
OTHER ASSETS, net                                   13,310     1,039
                                                  --------  --------         
                                                  $104,566  $ 58,204
                                                  ========  ========         
       LIABILITIES AND SHAREHOLDERS' EQUITY                   
                                                           
CURRENT LIABILITIES:                                        
Current maturities of capital lease obligations   $    425  $    399
Accounts payable                                    11,932     7,323
Accrued liabilities-                                        
Payroll                                              6,589     3,871
Maintenance                                          7,469     3,341
Other                                                6,978     2,389
                                                  --------  --------         
Total current liabilities                           33,393    17,323
                                                           
CAPITAL LEASE OBLIGATIONS, net of current            5,194     5,654
maturities
                                                           
OTHER NONCURRENT LIABILITIES                        16,185       812
                                                           
COMMITMENTS AND CONTINGENCIES (Note 6)                      
                                                           
SHAREHOLDERS' EQUITY:                                       
Common stock, $.01 par value, 15,000,000 shares             
authorized; 12,784,046 and 12,736,046 shares           128       127
issued and outstanding, respectively
Paid-in capital                                     40,114    39,822
Warrants                                             3,100         -
Retained earnings (deficit)                          6,452    (5,534)
                                                           
Total shareholders' equity                          49,794    34,415
                                                  --------  --------       
                                                  $104,566  $ 58,204
                                                  ========  ========

                                                           
                                
The accompanying notes are an integral part of these consolidated
                         balance sheets.

                                 -22-
<PAGE>

              MESABA HOLDINGS, INC. AND SUBSIDIARY
              Consolidated Statements of Operations
     (In Thousands, Except Share and Per Share Information)
                                
                                
                                
                                        For the Years Ended March 31,
                                          1997      1996      1995
                                        --------  --------  --------
OPERATING REVENUES:                                         
Passenger                               $183,409  $166,900  $142,470
General aviation, freight and other        2,292     3,555     3,430
                                        --------  --------  --------      
Total operating revenues                 185,701   170,455   145,900
                                                           
OPERATING EXPENSES:                                         
Wages and benefits                        49,850    47,000    40,957
Aircraft fuel                             17,850    17,795    15,993
Aircraft maintenance                      25,012    19,518    11,539
Aircraft rents                            31,242    31,330    32,293
Landing fees                              4,770      4,474     4,200
Insurance and taxes                       5,307      5,886     4,495
Depreciation and amortization             4,265      4,854     6,086
Other                                     27,822    27,291    25,978
                                        --------  --------  --------      
Total operating expenses                 166,118   158,148   141,541
                                        --------  --------  --------      
Operating income                          19,583    12,307     4,359
                                                           
NONOPERATING (EXPENSE) INCOME:                              
Interest expense                            (511)   (1,441)     (562)
Interest income and other                  1,625     1,761     1,332
 Gain on distribution of subsidiary            -    49,303         -
                                        --------  --------  --------      
Income before income taxes                20,713    61,930     5,129
                                                           
PROVISION FOR INCOME TAXES                 8,727     5,655     2,523
                                        --------  --------  --------      
Net income                              $ 11,986  $ 56,275  $  2,606
                                        ========  ========  ========
                                                           
NET INCOME PER SHARE                    $    .93  $   4.81  $    .29
                                        ========  ========  ========
WEIGHTED AVERAGE SHARES OUTSTANDING       12,873    11,689     9,113
                                        ========  ========  ========      
                                
                                
                                
The accompanying notes are an integral part of these consolidated
                           statements.

                                   -23-
<PAGE>
                      MESABA HOLDINGS, INC. AND SUBSIDIARY
                 Consolidated Statements of Shareholders' Equity
                          For the Years Ended March 31
             (In Thousands, Except Share and  Per Share Information)
                                        
<TABLE>
<CAPTION>                                                                                             
                                                                                                      Total
                                          Common Stock       Paid-In        Warrants      Retained Shareholders'           
                                        Shares     Amount    Capital   Amount   Earnings   Equity    Shares
                                      ----------  --------  --------  --------  --------  --------  --------           
<S>                                   <C>         <C>       <C>       <C>       <C>       <C>       <C>           
BALANCE, March 31, 1994                8,436,689  $     84  $ 12,358  1,529,862 $  5,194  $ 22,489  $ 40,125

Exercise of stock options, net of
related tax effects                      157,900         2       647          -        -         -       649
Exercise of Warrants                      30,784         -       194    (30,784)    (105)        -        89
Dividends paid on common stock ($.12                                                       
per common share)                              -         -         -          -        -    (1,025)   (1,025)
Net income                                     -         -         -          -        -     2,606     2,606
                                      ----------  --------  --------  ---------  -------  --------  --------
BALANCE, March 31, 1995                8,625,373        86    13,199  1,499,078    5,089    24,070    42,444 
Stock Dividend                         2,052,275        21    12,806          -        -   (12,827)        -
Exercise of stock options, 
net of related tax effects               559,320         5     4,265          -        -         -     4,270
Exercise of warrants                   1,499,078        15     9,552 (1,499,078)  (5,089)        -     4,478 
Distribution of Subsidiary                     -         -         -          -        -   (72,531)  (72,531) 
Dividends paid on common stock         
  ($.06 per common share)                      -         -         -          -        -      (521)     (521) 
Net income                                     -         -         -          -        -    56,275    56,275 
                                      ----------  --------  --------  ---------  -------  --------  --------
BALANCE, March 31, 1996               12,736,046       127    39,822          -        -    (5,534)   34,415
Issuance of warrants                           -         -         -    615,000    3,100         -     3,100
Exercise of stock options, net of     
related tax effects                       48,000         1       292          -        -         -       293
Net income                                     -         -         -          -        -    11,986    11,986
                                      ----------  --------  --------  ---------  -------  --------  --------
BALANCE, March 31, 1997               12,784,046  $    128  $ 40,114    615,000  $ 3,100  $  6,452  $ 49,794
                                      ==========  ========  ========  =========  =======  ========  ========
                                                                                            
</TABLE>
                                        
  The accompanying notes are an integral part of these consolidated statements.

                                  -24-

<PAGE>
                MESABA HOLDINGS, INC. AND SUBSIDIARY
              Consolidated Statements of Cash Flows
                         (In Thousands)
<TABLE>
<CAPTION>
                                           For the Years Ended March 31,
                                             1997      1996      1995
                                           --------  --------  --------
<S>                                        <C>       <C>       <C>                                                              
OPERATING ACTIVITIES:                                          
Net income                                 $ 11,986  $ 56,275  $  2,606
Adjustments to reconcile net income to net                     
cash provided by operating activities-
Gain on distribution of subsidiary                -   (49,303)        -
Depreciation and amortization                 4,265     4,854     6,086
Accrued maintenance, long-term               (2,227)     (701)     (531)
Deferred income taxes                         2,228       293      (139)
Change in current operating items:                             
Accounts receivable, net                     (4,090)   (1,310)   (2,455)
Restricted cash                                   -         -    (3,765)
Inventories                                    (411)      164      (180)
Prepaid expenses and deposits                  (280)   (4,174)     (599)
Accounts payable and accrued liabilities     16,345    10,012     5,553
                                           --------  --------  --------
Net cash flows provided by operating       
activities                                   23,359    16,110     6,576
                                           --------  --------  --------
                                                              
INVESTING ACTIVITIES:                                          
Acquisition of jet operation                      -         -    (2,500)
Purchases of property and equipment, net     (3,301)   (4,127)   (3,564)
(Increase) decrease in other assets            (215)        -    (1,266)
Decrease in other liabilities                    (4)       (4)      (17)
                                           --------  --------  --------  
Net cash flows used for investing activities(3,520)    (4,131)   (7,347)
                                           --------  --------  --------
                                                                                                         
FINANCING ACTIVITIES:                                          
Proceeds from issuance of debt                   -        300         -
Distribution of subsidiary                       -    (21,372)        -
Distribution of restricted cash of        
subsidiary                                       -      3,765         -
Repayment of capital lease obligations        (434)      (322)     (503)
Proceeds from issuance of common stock         293      8,748       738
Dividends paid                                   -       (521)   (1,025)
                                           --------  --------  --------  
Net cash flows used for financing activities  (141)    (9,402)     (790)
                                           --------  --------  --------
                                                                                                         
NET INCREASE (DECREASE) IN CASH AND CASH                       
EQUIVALENTS                                 19,698      2,577    (1,561)
CASH AND CASH EQUIVALENTS:                                     
Beginning of year                           29,428     26,851    28,412
                                           --------  --------  --------  
End of year                                $49,126    $29,428   $26,851
                                           ========  ========  ========
SUPPLEMENTARY CASH FLOW INFORMATION:                           
Cash paid during the year for-                                 
Interest                                   $   511    $   555   $   576
                                           ========  ========  ========                                                             
Income taxes                               $ 7,948    $ 5,296   $ 2,759
                                           ========  ========  ========
</TABLE>                                                              
                                
The accompanying notes are an integral part of these consolidated
                           statements.

                                   -25-

<PAGE>
              MESABA HOLDINGS, INC. AND SUBSIDIARY
           Notes to Consolidated Financial Statements
 (Dollars in Thousands, Except Share and Per Share Information)
                                
                                
1.Corporate Organization and Business:
  
CORPORATE ORGANIZATION

The consolidated financial statements include the accounts of Mesaba
Holdings, Inc. (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 September 1995 (see Note 7).  All significant
intercompany balances have been eliminated in consolidation.

BUSINESS

The Company operates a regional air carrier providing scheduled
passenger and air freight service as Mesaba Airlines/Northwest
Airlink under an Airline Services Agreement (the Airlink Agreement)
with Northwest Airlines, Inc. (Northwest) to 67 cities in the Upper
Midwest from Northwest's hub airports, Minneapolis/Saint Paul and
Detroit.  The Airlink Agreement provides for exclusive rights to
designated service areas and extended through March 31, 1997,
automatically renewing indefinitely thereafter.  Either party may
terminate the Airlink Agreement on eight months notice any time after
July 31, 1996.  Under the Airlink Agreement, all Mesaba flights
appear in Northwest's timetables and Mesaba receives ticketing and
certain check-in, baggage and freight-handling services from
Northwest at certain airports.  In addition, at certain airports
Mesaba purchases fuel from Northwest.  The Company paid $16,611 to
Northwest for fuel, reservation systems, ground handling and
other services in fiscal 1997, $7,526 in 1996 and $3,166 in 1995.
The Airlink Agreement provides for certain incentive payments
from Northwest to Mesaba based on achievement of certain
operational or financial goals, as defined.  Such incentives
totaled $1,960 in 1997, $1,643 in 1996, and $1,192 in 1995.
Mesaba also benefits from its relationship with Northwest through
prorated fare arrangements and advertising and marketing
programs.

Mesaba and Northwest entered into a Regional Jet Services Agreement,
dated October 25, 1996 (the "Jet Agreement"), under which Mesaba will
operate 12 Avro/AI(R) RJ85 ("RJ85") regional jets for Northwest.  The
aircraft will be subleased from Northwest and will be operated as
Northwest Jet Airlink from Minneapolis/St. Paul and Detroit hubs
according to routes and schedules determined by Northwest.  Jet
service began in June, 1997.

Approximately 72% of Mesaba's passengers connected with Northwest in
fiscal 1997, 71% in 1996 and 79% in 1995.  Approximately 98% of the
March 31, 1997 accounts receivable balances in the accompanying
consolidated balance sheet are due from Northwest.  

The Company believes that Northwest's Minneapolis and Detroit hubs
will continue to serve as key air traffic centers.  Although Mesaba
maintains an expanding air system serving those traffic centers,
loss of Mesaba'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 Agreement would have
a material adverse effect on the Company's operations, financial
position and cash flows. Northwest and the Company review contract
compliance on a periodic basis.  

                                -26-
<PAGE>

2.SUMMART OF SIGNIFICANT ACCOUNTING POLICIES
  
CASH AND CASH EQUIVALENTS

Cash equivalents consist primarily of U.S. government securities and
interest-bearing deposits with maturities of less than 90 days and
are stated at cost, which approximates market.  In 1995, restricted
cash represented amounts escrowed relating to the Company's air
traffic liability associated with Airtran Airways.  

INVENTORIES

Inventories are stated at the lower of average cost or market and
consist of expendable aircraft service parts and fuel.  Expendable
parts are charged to maintenance as used.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost and depreciated on a
straight-line basis for financial reporting purposes over estimated
useful lives of 5-10 years for aircraft engines, flight equipment and
rotable parts; 3-10 years for all other equipment; 5-36 years for
buildings and improvements; and over the lease term for facilities
under capital lease.  Leasehold improvements are amortized over the
shorter of the life of the lease or the life of the asset.
Accelerated cost recovery methods of depreciation are applied for tax
reporting purposes.  

REGIONAL JET CONTRACT RIGHTS

In connection with the Jet Agreement, the Company paid a contract
rights fee in the form of a stock purchase warrant to Northwest.
Contract rights and related other assets totaled $3,100 and related
accumulated amortization totaled $172 at March 31, 1997.  Contract
rights are amortized on a straight-line basis over six years to
coincide with the minimum term of the Jet Agreement.  

REVENUE RECOGNITION

Passenger revenues are recorded as income when the respective
services are rendered.

FREQUENT FLYER AWARDS

As a Northwest Airlink carrier, Mesaba participates in Northwest's
frequent flyer program (WorldPerks), and passengers may use mileage
accumulated in that program to obtain discounted or free trips that
might include a flight segment on one of Mesaba's flights.  However,
under the Airlink Agreement, Northwest is responsible for the
administration of WorldPerks, and Mesaba receives revenue from
Northwest for WorldPerks travel awards redeemed on Mesaba flight
segments.

INCOME TAXES

The Company accounts for income taxes under the liability method
whereby deferred income tax assets and liabilities are computed
annually for differences between the financial statement and tax
bases of assets and liabilities .  These differences will result
in taxable or deductible amounts in the future based on enacted
tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income.

                        -27-

<PAGE>

INCOME PER SHARE

Net income per share has been computed based upon the weighted
average number of common and dilutive common equivalent shares
outstanding during each year.  In February 1997, the Financial
Accounting Standards Board issued a new accounting pronouncement
Statement of Financial Accounting Standards ("SFAS")  No. 128,
"Earnings per Share"  and is effective for fiscal years ending after
December 15, 1997, and that, when adopted, will require restatement
of prior years'  earnings per share. Application earlier than the
Company's quarter ending December 31, 1997 is not permitted.  The
Company does not anticipate that the application of the new standard
will have a significant effect on earnings per share.

OTHER ASSETS

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.  Amortization expense of $298 was recorded during
fiscal 1997.

The Company periodically evaluates whether events and circumstances
have occurred which may affect the estimated useful life or the
recoverability of the remaining balance of its long- lived assets.
If such events or circumstances were to indicate that the carrying
amount of these assets would not be recoverable, the Company would
estimate the future cash flows expected to result from the use of the
assets and their eventual disposition.  If the sum of the expected
future cash flows (undiscounted and without interest charges) were
less than the carrying amount of the intangible assets, the Company
would recognize an impairment loss.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent liabilities at the date of
financial statements and the reported amounts of revenues and
expenses during the reporting period.  Ultimate results could differ
from those estimates.

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.

3.FLIGHT EQUIPMENT
  
The Company's airline fleet consisted of the following aircraft held
under operating leases as of March 31, 1997:

        Number                           
         of                                           Seating               
       Aircraft            Type of Aircraft           Capacity
       ----------  -------------------------------  ----------
          24       Saab 340                           30/34
          25       de Havilland Dash 8 (Dash 8)        37
          13       Fairchild Metro III (Metro III)     19
                  
Under terms of the Airlink Agreement, the Company subleases its Dash
8 aircraft from Northwest under operating leases with original terms
of up to five years.  The Airlink Agreement allows the Company to
return aircraft to Northwest upon the occurrence of certain events,
including termination or breach of the Airlink Agreement. These
leases require rental payments of approximately $863 per year for
each aircraft.  Until January 1, 1996 the Airlink Agreement  required
Northwest to provide for all major maintenance and overhauls for Dash
8 aircraft.  Pursuant to an amendment to the Airlink Agreement, along
with revenue enhancements, the responsibility for certain Dash 8
maintenance costs up to a specified level were transferred to Mesaba
effective January 1, 1996.

Aircraft maintenance and repairs on Metro III  aircraft are charged
to expense when incurred, except for the cost of major airframe and
engine overhauls, for which the estimated cost is accrued and charged
to maintenance expense based upon hours flown pursuant to the
specific lease agreements, thus providing for the overhaul cost when
it occurs.  

                        -28-
<PAGE>

The aircraft operating leases require future minimum rental payments
as follows at March 31, 1997:

     1998                                      $25,471
     1999                                       13,596
     2000                                       12,089
     2001                                       12,089
     2002                                       12,089
     Thereafter                                $85,349

Mesaba has firm commitments for 26 additional Saab 340 aircraft.
The  table above does not reflect any minimum lease payments for
those undelivered aircraft.

Rent expense under aircraft operating leases totaled approximately
$31,242 in 1997, $31,330 in 1996 and $32,293 in 1995 (including
$21,564, $21,564 and $21,626 paid to Northwest in 1997, 1996 and
1995, respectively).

On March 7, 1996, the Company entered into an agreement with Saab
Aircraft AB to acquire up to 72 Saab 340 aircraft (50 firm orders, 22
options).  The thirty to thirty-four passenger Saab regional airliner
will replace Mesaba's existing fleet of Metro III and Dash 8 aircraft
within the next 18 months.

4.INCOME TAXES
  
The provision for income taxes for the three years ended March 31 is
comprised of the following elements:

                                       1997    1996    1995
                                      ------  ------  ------
     Current:                                        
     Federal                          $8,748  $4,130  $2,131
     State                             2,207   1,232     531
     Deferred                         (2,228)    293    (139)
                                      ------  ------  ------
     Total provision for income       
       taxes                          $8,727  $5,655  $2,523
                                      ======  ======  ======

The actual income tax expense differs from the expected tax expense
for 1997, 1996 and 1995 (computed by applying the U.S. federal
corporate tax rate of 35 percent to earnings before income taxes) as
follows:

                                        1997     1996     1995
                                      -------  -------  -------
     Computed tax expense at           
       statutory rate                 $ 7,250  $21,675  $ 1,795
     Increase (decrease) in income                       
       taxes resulting from:
       Tax free distribution of             -  (17,256)       -
            subsidiary
       State taxes, net of            
            federal tax benefit         1,654      933      343
       Non-deductible flight crew     
            expenses                      397      251      262
       Other, net                        (574)      52      123
                                      -------  -------  ------- 
     Total income tax expense         $ 8,727  $ 5,655  $ 2,523
                                      =======  =======  =======
                        
                                -29-
<PAGE>

Deferred tax assets and liabilities are comprised of the following as
of March 31:

                                             1997    1996
                                            ------  ------
     Deferred tax assets:                           
     Maintenance                            $2,560  $1,660
     Accrued vacation                        1,081     594
     Property taxes                            398     236
     Prepaid rent                              248     166
     Workers' compensation insurance           389     154
     Other                                      53      26
                                            ------  ------        
     Gross deferred tax assets               4,729   2,836
                                                    
     Deferred tax liabilities:                      
     Property and equipment                    619   1,009
     Preoperating costs                         63      71
     Integration funds                         164     101
                                            ------  ------        
     Gross deferred tax liabilities            846   1,181
                                            ------  ------        
     Net deferred tax assets                $3,883  $1,655
                                            ======  ======

5.SHAREHOLDERS' EQUITY
  
STOCK OPTION PLANS

The Company has stock option plans for key employees and directors
which authorize the issuance of shares of common stock for such
options.  Under the plans, options are granted by the compensation
committee of the board of directors and vest over a period of four to
five years commencing one year after the date of grant.  The purchase
price of the stock is 110% of the fair market value of the stock at
the date of grant for participants owning 10% or more of the
outstanding common stock and 100% of the fair market value for all
other participants.  In connection with the spin-off outstanding
options were repriced in relation to the fair market value of the
Company, post-spin-off (see Note 7).

                                -30-
<PAGE>

Stock option transactions for the three years ended March 31 were
as follows:

                                                         Price Per
                                              Shares       Share
                                            ---------  -------------
     Options outstanding, March 31, 1994    1,085,720  $ 2.13-$10.25
     Granted                                  239,000  $ 6.76-$ 7.75
     Exercised                               (157,900) $ 2.13-$ 6.75
     Canceled                                 (29,200) $ 9.50
                                            --------- 
     Options outstanding, March 31, 1995    1,137,620  $ 2.13-$10.25
     Granted                                  461,000  $ 4.38-$ 7.88
     Exercised                               (559,320) $ 2.13-$ 9.50
     Canceled                                (411,800  $ 6.75-$10.25
                                            --------- 
     Options outstanding, March 31, 1996      627,500  $ 4.13-$ 7.88
     Granted                                  304,000  $11.63-$13.38
     Exercised                                (48,000) $ 4.75-$ 7.75
     Canceled                                 (10,000) $12.00
                                            --------- 
     Options outstanding, March 31, 1997      873,500  $ 4.13-$13.38
                                            =========
     Exercisable at March 31, 1997            226,150   
                                            ========= 
     Available for grant at March 31, 1997    341,000   
                                            =========
                                             

As of March 31, 1997, of the total shares available for grant,
176,000 are available for non-employee directors and 165,000 are
available for certain management personnel.

The Company applies Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related
interpretations in accounting for its stock option plans.
Accordingly, no compensation cost has been recognized in the
accompanying consolidated statement of operations.  Had compensation
cost been recognized based on the fair values of options at the grant
dates consistent with the provisions of SFAS No. 123, "Accounting for
Stock-Based Compensation," the Company's net income and net income
per common share would have been decreased to the following pro forma
amounts:

                                              1997      1996
                                            --------  --------
               Net Income                              
                     As reported            $11,986    $56,275
                     Pro Forma              $11,462    $56,083
                                                       
               Income Per Share                        
                     As reported            $   .93      $4.81
                     Pro Forma              $   .89      $4.79

Because the SFAS No. 123 method of accounting has not been applied to
options granted prior to January 1, 1995, the resulting pro forma
compensation cost may not be representative of that to be expected in
future years.  The weighted average fair value of options granted in
1997 and 1996 was $6.28 and $2.10, respectively.

The fair value of each option grant is estimated on the date of
grant using the Black-Scholes option pricing model with the
following weighted-average assumptions used: risk-free interest

                                -31-
<PAGE>

rates of 6.08% to 6.11% for 1997 and 5.44% to 6.11% for 1996; no
expected dividends; expected lives of 6 years for 1997 and for 1996;
and expected volatility of 43.5%  to 45.0% for 1997 grants and 44.0 %
to 49.8% for 1996 grants.

STOCK PURCHASE PLAN

The Company has an employee stock purchase plan which allows all
full-time personnel employed for more than six months the
opportunity to purchase shares of stock in the Company at current
market prices through payroll deductions.  All administrative costs
of this plan are paid by the Company.

6.COMMITMENTS AND CONTINGENCIES
  
LEASE COMMITMENTS

In addition to the aircraft described in Note 3, the Company leases
land, office and hangar facilities and certain terminal facilities
under capitalized and operating leases which provide for approximate
future minimum rental payments as follows at March 31, 1997:

                                        Capitalized  Operating
                                           Leases      Leases
                                        -----------  --------- 
     1998                               $    890     $    250
     1999                                    861          250
     2000                                    784          250
     2001                                    785          250
     2002                                    786          250
     Thereafter                            4,668        1,863
                                        --------     --------          
                                           8,775     $  3,113
     Less- Amount representing interest    3,156     ========
                                        --------          
                                           5,619     
     Less- Current maturities                425       
                                        --------          
     Total long-term capital lease      
       obligations                      $  5,194
                                        ========          

Rent expense under all facility operating leases totaled
approximately $2,857 in 1997, $2,405 in 1996 and $1,928 in 1995.

BENEFIT PLAN

The Company maintains a 401(k) benefit plan for eligible employees
whereby the Company will match 25%  to 75% of employee contribution
to the plan, up to 8% of each employee's compensation, depending on
each employee's length of service.  The Company's contribution to the
plan totaled $589 to the plan in 1997, $303 in 1996 and $291 in 1995.

LITIGATION

The Company is a party to ongoing legal and tax proceedings arising
in the ordinary course of business.  In the opinion of management,
the resolution of these matters will not have a material adverse
effect on the Company's consolidated financial position, results of
operations, or its cash flows.

                                -32-
<PAGE>

7.SPIN-OFF:
  
In June 1994, the Company acquired the common stock of Conquest Sun
Airlines, Inc. ("Conquest") for $2,500.  The acquisition was
recorded under the purchase method of accounting.  Subsequent to
the transaction the acquired company's name was changed to
Airtran Airways.

In March 1996, the Company and Northwest entered into an agreement to
spin off Airtran Airways and Mesaba's fixed base operation (FBO) in
Grand Rapids, Minnesota.  Under the terms of the  spin-off, the
Company established a new subsidiary (Airways Corporation) and
consolidated Airtran Airways and the FBO, in order to facilitate the
distribution of Airways Corporation's common stock to the Company's
shareholders.  In addition, The Company made a $20,250 contribution
in cash and certain assets to Airways Corporation prior to the
spin-off date.

Also in connection with the spin-off, Northwest waived its right to
receive a distribution of Airways Corporation common stock, in
exchange for 2,052,275 shares of Mesaba Holdings, Inc. common stock.
Northwest exercised its warrants to purchase 1,499,078 shares of the
Company's common stock at their stated exercise price.  Subsequent
to these transactions, Northwest owned approximately 29.7% of the
outstanding shares of the Company's common stock.  In addition,
Northwest assumed responsibility for setting Mesaba's flight
schedules and aircraft routings and management of Mesaba's segment
pricing and yield management functions.  Northwest and Mesaba also
entered into a good faith agreement to extend the Airlink Agreement
for a minimum of ten years.  Northwest agreed to make quarterly
payments to Mesaba which, together with payments under the Airlink
Agreement, guaranteed that Mesaba's pretax income would be not less
than $7.6 million for the last three quarters of fiscal 1996 and
$10.0 million for fiscal 1997.  Revenues do not include any payments
made to Mesaba pursuant to the income guarantee as the Company's
internally generated profits exceeded the guarantee amount.

Concurrent with the spin-off date, outstanding Company stock options
were repriced (reduced by $2.00 per share) in relation to the fair
market value of the Company post-spin-off of Airways.  Unexercised
options previously granted to certain directors and officers who
became affiliated with Airways were canceled.  At a special meeting
held on August 29, 1995, the Company's shareholders ratified the
distribution of 100% of the outstanding common stock of its wholly
owned subsidiary, Airways, to the Company's shareholders.  The
shareholders also approved a proposal to change the Company's name to
Mesaba Holdings, Inc.  from Airtran Corporation.  Following the
distribution of the Airways stock on September 7, 1995, the sole
business of the Company has consisted of the regional airline
operations of Mesaba.

The Company recorded a one-time gain of $49,303 in the second
quarter of fiscal 1996 as a result of the tax-free distribution of
Airways to the Company's shareholders.  The gain reflects the
difference between the book value of the Airways stock distributed in
the spin-off and the actual market value of such stock on September
8, 1995.

                                -33-
<PAGE>

8.QUARTERLY FINANCIAL DATA (UNAUDITED):
<TABLE>
<CAPTION>  
                              Quarters of Fiscal Year Ended March 31, 1997
                    -------------------------------------------------------------------------
                      June 30,     September 30,   December 31,    March 31,     Fiscal Year
                        1996           1996           1996           1997            1997
                    -------------  -------------  -------------  -------------  -------------
<S>                   <C>            <C>            <C>            <C>            <C>
Total operating     
revenues              $42,421        $46,675        $48,047        $48,558        $185,701                                    
Operating income        5,069          6,500          4,901          3,113          19,583
Net income              3,001          3,860          3,001          2,124          11,986
Net income per share  $   .23        $   .30        $   .24        $   .17        $    .93
Weighted average                                         
shares outstanding     
(000)                  12,977         12,962         12,770         12,783          12,873
                                                         
<CAPTION>                                                         
                              Quarters of Fiscal Year Ended March 31, 1996
                    -------------------------------------------------------------------------
                      June 30,     September 30,   December 31,    March 31,     Fiscal Year
                        1995           1995           1995           1996            1996
                    -------------  -------------  -------------  -------------  -------------
<S>                   <C>            <C>            <C>            <C>            <C>           
Total operating      
revenues              $44,647        $46,980        $37,554        $41,274         $170,455
Operating income        2,375          4,593          2,820          2,519           12,307
Net income              1,408         51,857          1,641          1,369           56,275
Net income per share  $   .14        $  4.71        $   .13        $   .11         $   4.81
Dividends per share   $   .03              -              -              -         $    .03
Weighted average                                         
shares outstanding   
(000)                  10,021         11,016         12,765         12,953           11,689

</TABLE>

9.SUBSEQUENT EVENT (UNAUDITED)
  
On June 4, 1997 the Company reached a Memorandum of Understanding
("MOU") with  Northwest on a long-term contract for Mesaba to
continue operating as Northwest Airlink.  The MOU grants all Airlink
flying out of Northwest's Minneapolis/St. Paul hub to Mesaba
effective August 1, 1997.  As consideration for the additional
flights, the Comapny will issue a warrant to Northwest to allow
Northwest purchase 880,000 shares of the Company's common stock at
an exercise price of $14.125 per share.  Both the Company and
Northwest anticipate the terms of the MOU will be incorporated into
the final, ten year airline services agreement, which is expected
to be executed on or before June 30, 1997.

                                -34-

<PAGE>

Item 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

     None.

                            PART III


Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information regarding the directors of the Company is
incorporated herein by reference to the descriptions set forth under
the caption "Election of Directors" in the Proxy Statement for the
1997 Annual Meeting of Shareholders (the "1997 Proxy Statement").
Information regarding executive officers of the Company is
incorporated herein by reference to Item 1 of this Form 10-K under
the caption "Executive Officers of the Company" on page 11.


Item 11.  EXECUTIVE COMPENSATION

     Information regarding executive compensation is incorporated
herein by reference to the information set forth under the caption
"Compensation of Executive Officers" in the 1997 Proxy Statement.


Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

     Information regarding security ownership of certain
beneficial owners and management of the Company is incorporated
herein by reference to the information set forth under the caption
"Security Ownership of Certain Beneficial Owners and Management" in
the 1997 Proxy Statement.


Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information regarding certain relationships and related
transactions with the Company is incorporated herein by reference
to the information set forth under the caption "Certain
Transactions" in the 1997 Proxy Statement.

                                -35-

<PAGE>

                            PART IV


Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K

(a)  Documents filed with this report.

     (1)  Financial Statements of Mesaba Holdings, Inc.  

                                                        Page of this
                                                         Form 10-K
                                                        ------------
          Report of Independent Public Accountants           21
          Consolidated balance sheets as of March 31,        
          1997 and 1996                                      22
          Consolidated statements of operations for          
          the years ended March 31, 1997, 1996 and
          1995                                               23
          Consolidated statements of  shareholders'          
          equity for the years ended March 31, 1997,
          1996 and 1995                                      24
          Consolidated statements of cash flows for          
          the years ended March 31, 1997, 1996 and
          1995                                               25
          Notes to consolidated financial statements         26

     (2)  Not applicable

                                -36-

<PAGE>

 (3)  Exhibits

       3A.Restated Articles of Incorporation.  Incorporated by
          reference to Exhibit 3.1 to the Company's Form 10-Q for
          the quarter ended September 31, 1995.

       3B.Bylaws.  Incorporated by reference to
          Exhibit 3.2 to the Form S-4.

       4A.Specimen certificate for shares of the Common Stock
          of the Company.  Incorporated by reference to Exhibit
          4A to the Company's Form 10-K for the year ended March
          31, 1989.

       9A.Shareholder's Agreement regarding election of
          representative of Northwest Aircraft Inc. to Board of
          Directors.  Incorporated by reference to Exhibit 9A to
          Mesaba's Registration Statement on Form S-1,
          Registration No. 33-820.

      10A.FAA Air Carrier Operating Certificate.
          Incorporated by reference to Exhibit 10A to the
          Company's Form 10-K for the year ended March 31, 1989.

      10B.1986 Stock Option Plan (as Amended).  Incorporated
          by reference to Exhibit 10D to the Company's Form 10-K
          for the year ended March 31, 1990.

      10C.1991 Director Stock Option Plan.  Incorporated by
          reference to Exhibit 10(i) to the Company's
          Registration Statement on Form S-8, Registration No. 33-
          62386.

      10D.CAB Part 298 Registration.  Incorporated by
          reference to Exhibit 10G to Mesaba's Form 10-K for the
          year ended March 31, 1987.

      10E.Revolving Credit and Term Loan Agreement Dated as
          of November 7, 1988 between Norwest Bank Minnesota,
          N.A. and Mesaba, Inc.  Incorporated by reference to
          Exhibit 10F to the Company's Form 10-K for the year
          ended March 31, 1989.

      10F.Airline Services Agreement between Northwest
          Airlines, Inc. and Mesaba, Inc. (certain portions of
          this agreement are subject to an order granting
          confidential treatment pursuant to Rule 24b-2).
          Incorporated by reference to Exhibit 10V to the
          Company's Form 10-Q for the quarter ended September 30,
          1988.

      10G.Amendment No. 3 to Airline Services
          Agreement between Northwest Airlines, Inc. and Mesaba,
          Inc. dated as of April 1, 1992 (certain portions of
          this amendment are subject to an order granting
          confidential treatment under Rule 24b-2).  Incorporated
          by reference to Exhibit 10H to the Company's Form 10-K
          for the year ended March 31, 1992.

      10H.Foreign Air Carrier Operating Certificates issued
          May 6, 1991 by the Canadian Department of Transport.
          Incorporated by reference to Exhibit 10H to the
          Company's Form 10-K for the year ended March 31, 1991.

      10I.Facility Lease and Operating Agreement dated April
          18, 1988, between the Metropolitan Airport Commission
          and Mesaba, Inc.  Incorporated by reference to Exhibit
          10K to the Company's Form 10-K for the year ended
          March 31, 1989.

      10J.Ninth Amendment to Revolving Credit and Term Loan
          Agreement and Amendment to Revolving Note between
          Mesaba, Inc. and Norwest Bank Minnesota, National
          Association.
      
      10K.Letter of Credit and Reimbursement Agreement dated
          as of August 1, 1990 between Mesaba, Inc. and Norwest
          Bank Minnesota, National Association.  Incorporated by
          reference to Exhibit 10A to the Company's Form 10-Q for
          the quarter ended September 30, 1990.

      10L.Special Facilities Lease dated as of August 1, 1990
          between Charter County of Wayne, State of Michigan and
          Mesaba, Inc. Incorporated by reference to Exhibit 10B
          to the Company's Form 10-Q for the quarter ended
          September 30, 1990.

      10M.Ground Lease dated August 1, 1990 between Charter
          County of Wayne, State of Michigan and Mesaba, Inc.
          Incorporated by reference to Exhibit 10C to the
          Company's Form 10-Q for the quarter ended September 30,
          1990.

      10N.Combination Leasehold Mortgage, Assignment of
          Rents, Security Agreement and Fixture Financing
          Statement dated as of August 1, 1990 between Mesaba,
          Inc. and Norwest Bank Minnesota, National Association.
          Incorporated by reference to Exhibit 10D to the
          Company's Form 10-Q for the quarter ended September 30,
          1990.
                                -37-
<PAGE>

      10O.Letter Agreement dated December 24, 1992 relating
          to the repurchase of shares of Common Stock from
          Northwest Aircraft, Inc.  Incorporated by reference to
          Exhibit 10EE to the Company's Form 10-K for the year
          ended March 31, 1993.

      10P.DOT Certificate of Public Convenience and Necessity
          dated October 26, 1992.  Incorporated by reference to
          Exhibit 10FF of the Company's Form 10-K for the year
          ended March 31, 1993.

      10Q.Stock Purchase Agreement between AirTran
          Corporation and Carl R. Pohlad dated as of October 18,
          1993.  Incorporated by reference to Exhibit 10 of the
          Company's Form 8-K dated October 19, 1993.

      10R.AirTran Corporation 1994 Stock Option Plan.
          Incorporated by reference to Exhibit 10 of the
          Company's Form S-8 Registration Statement as filed
          March 2, 1995 (Registration No. 33-89930).

      10S.Agreement between AirTran Corporation, Mesaba,
          Inc., Northwest Aircraft, Inc., and Northwest Airlines,
          Inc. dated May 18, 1995.  Incorporated by reference to
          Exhibit 10A of the Company's Form 8-K as filed May 18,
          1995.

      10T.Preliminary Agreement between AirTran Corporation,
          Mesaba, Inc. and Northwest Airlines, Inc. dated March
          8, 1995.  Incorporated by reference to Exhibit 10 of
          the Company's Form 8-K as filed March 8, 1995.

      10U.Term Sheet Proposal for the Acquisition of Saab 340
          Aircraft by Mesaba Aviation, Inc. dated March 7, 1996
          (certain portions of this document have been deleted
          pursuant to an application for confidential treatment
          under Rule 24b-2).  Incorporated by reference to
          Exhibit 10U to the Company's Form 10-K/A for the year
          ended March 31, 1996.

      10V.Letter Agreement regarding Saab 340B Plus
          Acquisition Financing dated March 7, 1996 (certain
          portions of this document have been deleted pursuant to
          an application for confidential treatment under Rule
          24b-2). Incorporated by reference to Exhibit 10V to the
          Company's Form 10-K/A for the year ended March 31,
          1996.

      10W.Letter Agreement of April 26, 1996 relating to
          Airline Services Agreement between Mesaba Aviation,
          Inc. and Northwest Airlines, Inc. (certain portions of
          this document have been deleted pursuant to an
          application for confidential treatment under Rule 24b-
          2). Incorporated by reference to Exhibit 10W to the
          Company's Form 10-K/A for the year ended March 31,
          1996.

      10X.Letter Agreement of October 25, 1996 relating to
          Regional Jet Services Agreement between Mesaba
          Aviation, Inc. and Northwest Airlines, Inc. (certain
          portions of this document have been deleted pursuant to
          an application for confidential treatment under Rule
          24b-2). Incorporated by reference to Exhibit 10A to the
          Company's Form 10-Q/A for the quarter ended September
          30, 1996.

       11.Statement regarding computation of per share
          earnings.
          
       21.Subsidiaries.

       23.Consent of independent public accountants.

       24.Powers of Attorney.

(b)  Reports on Form 8-K.  The Company filed an 8-K dated June
     4, 1997 to report a preliminary agreement regarding
     expanded Minneapolis service.
                                -38-
<PAGE>               
                           SIGNATURES


Pursuant to the requirements of section 13 or 15(d) of the
Securities 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.
                                   
Dated:  June 20, 1997              By /s/ Bryan K. Bedford
                                      ----------------------
                                        Bryan K. Bedford
                                        President and Chief Executive Officer
                                   

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.

                                                 
/s/ Bryan K. Bedford        President and Chief      June 30, 1997
---------------------
Bryan K. Bedford            Executive Officer
                            (Principal Executive Officer) and Director
                                                 
/s/ Robert H. Cooper        Director of Finance      June 30, 1997
---------------------
Robert H. Cooper            (Principal Financial Officer)                 

/s/ Jon R. Meyer            Controller               June 30, 1997
-----------------------                           
Jon R. Meyer                (Principal Accounting Officer) 
                            
                                                 
       *                    Director                 June 30, 1997
-----------------------
Donald E. Benson
                                                 
       *                    Director                 June 30, 1997
-----------------------
Christopher E. Clouser
                                                 
       *                    Director                 June 30, 1997
-----------------------
Richard B. Hirst
                                                 
______________________      Director                 June 30, 1997
Carl R. Pohlad
                                                 
       *                    Director                 June 30, 1997
-----------------------
Robert C. Pohlad
                                                 
       *                    Director                 June 30, 1997
-----------------------
Donald A. Washburn
                                                 
       *                    Director                 June 30, 1997
-----------------------
Raymond W. Zehr, Jr.
                                                 
*By /s/ Bryan K. Bedford    Attorney-in-fact         June 30, 1997
    --------------------
    Bryan K. Bedford

<PAGE>
                         EXHIBIT INDEX


                                                        Manually 
                                                        Numbered
Exhibit                     Exhibit                       Page
No.                                                    References
-----------    -----------------------------------    ------------

3A.            Restated Articles of Incorporation.     
               Incorporated by reference to
               Exhibit 3.1 to the Company's Form
               10-Q for the quarter ended
               September 31, 1995.

3B.            Bylaws.  Incorporated by reference      
               to Exhibit 3.2 to the Form S-4.

4A.            Specimen certificate for shares of      
               the Common Stock of the Company.
               Incorporated by reference to
               Exhibit 4A to the Company's Form
               10-K for the year ended March 31,
               1989.

9A.            Shareholder's Agreement regarding       
               election of representative of
               Northwest Aircraft Inc. to Board of
               Directors.  Incorporated by
               reference to Exhibit 9A to Mesaba's
               Registration Statement on Form S-1,
               Registration No. 33-820.

10A.           FAA Air Carrier Operating               
               Certificate.  Incorporated by
               reference to Exhibit 10A to the
               Company's Form 10-K for the year
               ended March 31, 1989.

10B.           1986 Stock Option Plan (as              
               Amended).  Incorporated by
               reference to Exhibit 10D to the
               Company's Form 10-K for the year
               ended March 31, 1990.

10C.           1991 Director Stock Option Plan.        
               Incorporated by reference to
               Exhibit 10(i) to the Company's
               Registration Statement on Form S-8,
               Registration No. 33-62386.

10D.           CAB Part 298 Registration.              
               Incorporated by reference to
               Exhibit 10G to Mesaba's Form 10-K
               for the year ended March 31, 1987.

10E.           Revolving Credit and Term Loan          
               Agreement Dated as of November 7,
               1988 between Norwest Bank
               Minnesota, N.A. and Mesaba, Inc.
               Incorporated by reference to
               Exhibit 10F to the Company's Form
               10-K for the year ended March 31,
               1989.

10F.           Airline Services Agreement between      
               Northwest Airlines, Inc. and
               Mesaba, Inc. (certain portions of
               this agreement are subject to an
               order granting confidential
               treatment pursuant to Rule 24b-2).
               Incorporated by reference to
               Exhibit 10V to the Company's Form
               10-Q for the quarter ended
               September 30, 1988.

10G.           Amendment No. 3 to Airline Services     
               Agreement between Northwest
               Airlines, Inc. and Mesaba, Inc.
               dated as of April 1, 1992 (certain
               portions of this amendment are
               subject to an order granting
               confidential treatment under Rule
               24b-2).  Incorporated by reference
               to Exhibit 10H to the Company's
               Form 10-K for the year ended March
               31, 1992.

10H.           Foreign Air Carrier Operating           
               Certificates issued May 6, 1991 by
               the Canadian Department of
               Transport.  Incorporated by
               reference to Exhibit 10H to the
               Company's Form 10-K for the year
               ended March 31, 1991.

10I.           Facility Lease and Operating            
               Agreement dated April 18, 1988,
               between the Metropolitan Airport
               Commission and Mesaba, Inc.
               Incorporated by reference to
               Exhibit 10K to the Company's Form
               10-K for the year ended March 31,
               1989.

10J.           Ninth Amendment to Revolving Credit     
               and Term Loan Agreement and
               Amendment to Revolving Note between
               Mesaba, Inc. and Norwest Bank
               Minnesota, National Association.

10K.           Letter of Credit and Reimbursement      
               Agreement dated as of August 1,
               1990 between Mesaba, Inc. and
               Norwest Bank Minnesota, National
               Association.  Incorporated by
               reference to Exhibit 10A to the
               Company's Form 10-Q for the quarter
               ended September 30, 1990.

10L.           Special Facilities Lease dated as       
               of August 1, 1990 between Charter
               County of Wayne, State of Michigan
               and Mesaba, Inc. Incorporated by
               reference to Exhibit 10B to the
               Company's Form 10-Q for the quarter
               ended September 30, 1990.

10M.           Ground Lease dated August 1, 1990       
               between Charter County of Wayne,
               State of Michigan and Mesaba, Inc.
               Incorporated by reference to
               Exhibit 10C to the Company's Form
               10-Q for the quarter ended
               September 30, 1990.

10N.           Combination Leasehold Mortgage,         
               Assignment of Rents, Security
               Agreement and Fixture Financing
               Statement dated as of August 1,
               1990 between Mesaba, Inc. and
               Norwest Bank Minnesota, National
               Association.  Incorporated by
               reference to Exhibit 10D to the
               Company's Form 10-Q for the quarter
               ended September 30, 1990.

10O.           Letter Agreement dated December 24,     
               1992 relating to the repurchase of
               shares of Common Stock from
               Northwest Aircraft, Inc.
               Incorporated by reference to
               Exhibit 10EE to the Company's Form
               10-K for the year ended March 31,
               1993.

10P.           DOT Certificate of Public               
               Convenience and Necessity dated
               October 26, 1992.  Incorporated by
               reference to Exhibit 10FF of the
               Company's Form 10-K for the year
               ended March 31, 1993.

10Q.           Stock Purchase Agreement between        
               AirTran Corporation and Carl R.
               Pohlad dated as of October 18,
               1993.  Incorporated by reference to
               Exhibit 10 of the Company's Form 8-
               K dated October 19, 1993.

10R.           AirTran Corporation 1994 Stock          
               Option Plan.  Incorporated by
               reference to Exhibit 10 of the
               Company's Form S-8 Registration
               Statement as filed March 2, 1995
               (Registration No. 33-89930).

10S.           Agreement between AirTran               
               Corporation, Mesaba, Inc.,
               Northwest Aircraft, Inc., and
               Northwest Airlines, Inc. dated May
               18, 1995.  Incorporated by
               reference to Exhibit 10A of the
               Company's Form 8-K as filed May 18,
               1995.

10T.           Preliminary Agreement between           
               AirTran Corporation, Mesaba, Inc.
               and Northwest Airlines, Inc. dated
               March 8, 1995.  Incorporated by
               reference to Exhibit 10 of the
               Company's Form 8-K as filed March
               8, 1995.

10U.           Term Sheet Proposal for the             
               Acquisition of Saab 340 Aircraft by
               Mesaba Aviation, Inc. dated March
               7, 1996 (certain portions of this
               document have been deleted pursuant
               to an application for confidential
               treatment under Rule 24b-2).
               Incorporated by reference to
               Exhibit 10U on the Company's Form
               10-K/A for the year ended March 31,
               1996.

10V.           Letter Agreement regarding Saab         
               340B Plus Acquisition Financing
               dated March 7, 1996 (certain
               portions of this document have been
               deleted pursuant to an application
               for confidential treatment under
               Rule 24b-2). Incorporated by
               reference to Exhibit 10V on the
               Company's Form 10-K/A for the year
               ended March 31, 1996.

10W.           Letter Agreement of April 26, 1996      
               relating to Airline Services
               Agreement between Mesaba Aviation,
               Inc. and Northwest Airlines, Inc.
               (certain portions of this document
               have been deleted pursuant to an
               application for confidential
               treatment under Rule 24b-2).
               Incorporated by reference to
               Exhibit 10W on the Company's Form
               10-K/A for the year ended March 31,
               1996.
               
10X.           Letter Agreement of October 25,         
               1996 relating to Regional Jet
               Services Agreement between Mesaba
               Aviation, Inc. and Northwest
               Airlines, Inc. (certain portions of
               this document have been deleted
               pursuant to an application for
               confidential treatment under Rule
               24b-2). Incorporated by reference
               to Exhibit 10W on the Company's
               Form 10-Q/A for the quarter ended
               September 30, 1996.

11.            Statement regarding computation of      
               per share earnings.

21.            Subsidiaries.                           

23.            Consent of independent public           
               accountants.

24.            Powers of Attorney.