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

                           FORM 10-K/A
(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
                                
                                None
<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.

                                   -2-
<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     16,344    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.

                                   -3-

<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 amendment to be signed on its behalf by the undersigned,
thereunto duly authorized. 

                                    MESABA HOLDINGS, INC.

Dated: July 14, 1997                By /s/ John S. Fredericksen
                                    ---------------------------
                                    John S. Fredericksen
                                    Vice President, Administration,
                                    General Counsel and Secretary