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, 1999

                                    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
     incorporation or organization)              Identification No.)


                          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.

The aggregate market value of voting stock held by nonaffiliates of the
registrant as of June 2, 1999 was approximately $284,323,000.

As of June 2, 1999, there were 19,865,329 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 1999 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 a
material change in the Company's relationship with Northwest Airlines;
reductions or interruptions in Northwest Airlines' air service; changes in
regulations affecting the Company, including DOT and FAA regulations; the
acquisition and phase-in of new aircraft; downturns in economic activity;
seasonal factors; and labor relationships, including work stoppages and the
outcome of ongoing contract negotiations between the Company and the
Aircraft Mechanics Fraternal Association, the mechanics union.


<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" or "Mesaba Airlines/Northwest Jet
Airlink" to 101 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,
Colorado, Montana, Missouri, Kansas, North Carolina, Maine, Georgia, Texas,
Alabama, Arkansas and the Provinces of Ontario, Saskatchewan and Quebec
Canada. All flights currently operated by Mesaba are designated as
Northwest Airlines flights under agreements with Northwest Airlines, Inc.
("Northwest").  Mesaba's flight schedules are coordinated with those of
Northwest to facilitate interline connections at the Minneapolis/St. Paul
International Airport, Detroit Metropolitan Airport and the Memphis
International Airport.

AGREEMENTS WITH NORTHWEST

      The Company operates as a regional air carrier providing scheduled
turbo-prop and air freight service as Mesaba Airlines/Northwest Airlink
under an Airline Services Agreement (the "Airlink Agreement") with
Northwest to 84 cities in the Upper Midwest and Canada from Northwest's hub
airports in Minneapolis/St. Paul and Detroit.  The Airlink Agreement
provides for exclusive turbo-prop rights to designated service areas and
extends through June 30, 2007.  Northwest has the right to terminate the
Airlink Agreement without cause upon 365 days notice, such notice not to be
given before July 1, 2000.

      Mesaba also operates regional jet aircraft under a separate Regional
Jet Services Agreement (the "Jet Agreement"), under which Mesaba will
operate 36 Avro RJ85 ("RJ85") regional jets for Northwest.  As of June
1999, Mesaba had taken delivery of 26 RJ85 aircraft and currently serve 39
cities.  The aircraft are subleased from Northwest and are operated as
Northwest Jet Airlink from the Minneapolis/St. Paul, Detroit and Memphis
hubs.

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

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

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

<PAGE>


ROUTE SYSTEM

      The following tables set forth certain information with respect to
Mesaba's scheduled route system for June 1999.
                                                        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      28
Brainerd, MN           113              February 1, 1981       43
Pierre, SD             350              December 15, 1983      26
Sioux Falls, SD        197              December 15, 1983      26
Bemidji, MN            199              December 1, 1984       43
Thief River Falls, MN  261              May 15, 1985           20
Aberdeen, SD           257              December 15, 1985      40
Des Moines, IA         232              June 1, 1986           47
Wausau, WI             175              June 15, 1986          54
Lincoln, NE            332              October 1, 1986        26
Grand Forks, ND        284              October 1, 1986        28
Watertown, SD          193              October 1, 1986        27
Fargo, ND              223              January 15, 1987       16
Omaha, NE              282              June 1, 1987            6
Moline, IL             274              June 10, 1988          39
Houghton/Hancock, MI   277              February 22, 1989      27
Marquette, MI          296              February 22, 1989      27
LaCrosse, WI           120              January 31, 1991       35
Bloomington, IL        374              September 15, 1992     26
Thunder Bay, Ontario   304              March 16, 1993         14
St. Cloud, MN           67              July 1, 1993           39
Escanaba, MI           304              August 16, 1993        21
Ely, MN                213              May 26, 1995           16
Bismarck, ND           386              September 1, 1995       7
Kalamazoo, MI          426              November 1, 1995        1
Rochester, MN           76              April 1, 1996          29
Kenora, Ontario        343              May 22, 1997           14
Green Bay, WI          252              June 6, 1997           14
Cincinnati, OH         596              June 6, 1997           21
Traverse City, MI      375              June 6, 1997           14
Waterloo, IA           166              August  1, 1997        39
Mason City, IA         120              August 1, 1997         33
Fort Dodge, IA         168              August 1, 1997         25
Sioux City, IA         234              August 1, 1997         46
Hibbing, MN            174              August 1, 1997         36
Duluth, MN             144              August 1, 1997         42
Rhinelander, WI        190              August 1, 1997         42
Eau Claire, WI          85              August 1, 1997         39
Dubuque, IA            212              August 1, 1997         25
Peoria, IL             342              August 1, 1997         26

<PAGE>

Rockford, IL           278              August 1, 1997         25
Appleton, WI           236              August 1, 1997         39
International Falls, MN254              August 1, 1997         42
Pellston, MI           414              June 1, 1997           21
Cedar Rapids, IA       221              July 1, 1997           45
Regina, Saskatchewan   619              October 6, 1997        14
Aspen, CO              802              December 19, 1997       7
Steamboat Springs, CO  774              December 19, 1997       *
White Plains, NY     1,021              March 1, 1998           7
Saginaw, MI            463              May 1, 1998             1
Madison, WI            228              September 9, 1998       7
Rapid City, SD         490              September 15, 1998     19
Flint, MI              491              October 29, 1998       21
Pittsburgh, PA         726              April 4, 1999           7
St. Louis, MO          449              April 4, 1999           7
* Seasonal service from December to April

                                                        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      33
Akron/Canton, OH       134              December 10, 1988      34
Dayton, OH             166              December 10, 1988      28
Flint, MI               56              January 8, 1989        39
Traverse City, MI      207              January 8, 1989        36
Pellston, MI           242              January 8, 1989        42
Wausau, WI             363              January 8, 1989        31
Houghton/Hancock, MI   425              February 22, 1989      21
Marquette, MI          364              February 22, 1989      21
Toledo, OH              49              April 2, 1989          41
Muskegon, MI           161              October 11, 1989       33
Columbus, OH           155              August 1, 1990         20
Kalamazoo, MI          113              September 6, 1990      42
Cincinnati, OH         229              September 6, 1990      41
Lansing, MI             74              November 14, 1990      26
Youngstown, OH         153              May 1, 1991            27
Fort Wayne, IN         128              June 1, 1991           41
Lexington, KY          296              June 10, 1991          28
Charleston, WV         281              July 8, 1991           32
London, Ontario        125              September 5, 1991      20
Binghamton, NY         378              July 1, 1992           25
Roanoke, VA            382              August 1, 1992         33
Lafayette, IN          224              September 9, 1992      20
Bloomington, IL        314              September 15, 1992     28
South Bend, IN         157              November 16, 1992      40
Louisville, KY         306              June 1, 1993           22
Escanaba, MI           305              August 16, 1993        21
Champaign, IL          298              September 9, 1993      28
Evansville, IN         364              October 1, 1993        26

<PAGE>

Knoxville, TN          443              October 1, 1993        16
State College, PA      300              January 31, 1994       27
Saginaw, MI             98              June 1, 1995           21
Benton Harbor, MI      158              June 20, 1995          25
Harrisburg, PA         370              December 1, 1994       15
Ottawa, Ontario        439              May 1, 1995            25
Elmira, NY             331              November 15, 1995      25
Allentown, PA          424              December 15, 1995      16
Cleveland, OH           95              December 15, 1995      31
Rochester, NY          296              September 10, 1996     15
Appleton, WI           297              October 1, 1996        33
Rockford, IL           295              October 1, 1996        25
Pittsburgh, PA         201              December 18, 1996      43
Owensboro, KY          369              June 1, 1997            6
Des Moines, IA         534              June 6, 1997           14
Green Bay, WI          288              June 6, 1997           14
Peoria, IL             346              August 1, 1997         18
Rhinelander, WI        385              August 1, 1997         21
Montreal, Quebec       529              November 6, 1997        7
White Plains, NY       505              March 1, 1998          15
Alpena, MI             198              September 9, 1998      21
Sault Ste. Marie, MI   283              September 9, 1998      21
Dubuque, IA            377              September 9, 1998      21
Duluth, MN             541              October 1, 1998        19
Greensboro, NC         460              June 2, 1999            7
Portland, ME           668              June 2, 1999           14

                                                            Number of
                   Nonstop air              Date           roundtrips
                   mileage from            airline            from
                     Memphis               service           Memphis
 City                Airport              commenced         per week
----------         ------------           ---------         --------

Memphis, TN             --              March 2, 1999          --
Cincinnati, OH         403              March 2, 1999           7
St. Louis, MO          256              March 2, 1999          15
Knoxville, TN          342              March 2, 1999          14
Atlanta, GA            332              April 4, 1999          15
Huntsville, AL         184              April 4, 1999          20
Wichita, KS            453              April 4, 1999          21
Cleveland, OH          622              May 1, 1999             1
Fayetteville, AK       245              May 15, 1999           20
Dallas/Ft. Worth, TX   432              June 2, 1999            8


      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 - Agreements with Northwest."

<PAGE>

AIRCRAFT

      The following table sets forth certain information as to Mesaba's
passenger aircraft fleet as of June 1, 1999:

                                       Approximate  Approximate
                                          single      Average
                                          flight      Cruising
  Type of     Number of     Seating       range        Speed
  aircraft    aircraft     Capacity      (miles)      (M.P.H.)
  --------    --------     --------      -------       -------
 Avro RJ85        26           69         1,400         410
  Saab 340        74         30/34         500          300

      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 17 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 jet-prop airplanes with galleys, standup headroom, lavatories,
radar, global positioning, ground proximity warning, traffic collision
avoidance and de-icing systems.

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

      As of June 1999, Mesaba's existing fleet of Avro RJ85 and Saab
340BPlus aircraft had remaining lease terms of nine to 17 years.  Lease
terms on Mesaba's 23 Saab 340A aircraft are subject to current negotiations
with Saab Aircraft leasing companies.  The current aggregate monthly lease
payments for all aircraft is approximately $7,500,000.

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 directly with other regional airlines on some
routes it serves.  Mesaba also faces competition from regional carriers
offering service to alternative hubs for connecting flights. 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.

      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.

<PAGE>

FUEL

      The cost of aviation fuel is one of the Company's largest operating
expenses, accounting for 8.5% of total operating costs for the year ended
March 31, 1999, 10.1% the year ended March 31, 1998, and 10.7% for the year
ended March 31, 1997.

      The Company has arrangements with Northwest and ten 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 Airlink Agreement protect Mesaba from future
increases in aviation fuel prices and Northwest provides fuel for all of
the jet operations

FARES

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

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 Certificate" from the
FAA, under Part 119 of the Federal Aviation Regulation, permitting it to
conduct flight operations in compliance with Part 121 of the Federal
Aviation Regulations.  The Part 121 regulations are 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.

<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 perform substantially all routine maintenance to its aircraft
and engines.  Major overhauls on its airframes, engines, and other rotable
parts on Saab 340 and RJ85 aircraft are performed internally or at FAA
authorized facilities.

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 41 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.

      Mesaba has committed to lease approximately 497,000 square feet of
facilities, ramp, parking and unimproved land at the Cincinnati/Northern
Kentucky Airport under separate ground and facilities leases.  The
facilities lease covers approximately 126,000 square feet of hangar and
maintenance space currently under construction and obligates Mesaba to pay
monthly rentals ranging between approximately $90,000 and $105,000 until
January 29, 2029 as part of Special Facilities Bond financing provided by
Cincinnati/Northern Kentucky Airport Authority.  The ground lease is

<PAGE>


expected to have a 30-year term concurrent with the facilities lease, which
is expected to expire January 29, 2029.  Monthly lease payments of
approximately $10,500 are anticipated to be required under the ground
lease.

EMPLOYEES

      As of June 1999, Mesaba employed 3,005 persons, of whom 875 were
pilots, 276 were management, administrative and clerical personnel, 295
were aircraft maintenance personnel, 1,043 were station managers, station
agents and line services personnel, and 516 were flight attendants.
Approximately 690 of Mesaba's employees are part-time.

      The Air Line Pilots Association ("ALPA") represents Mesaba's pilots.
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,
extended the term of the agreement to June 1, 2002.

      Mesaba's mechanics are represented by the Aircraft Mechanics
Fraternal Association ("AMFA").  Formal negotiations between Mesaba and
AMFA are currently in progress.  The Company has yet to achieve its first
contract with AMFA, although negotiations have been ongoing since July,
1997.  At the request of AMFA, a mediator from the National Mediation Board
("NMB") is assisting in the negotiations.  The Railway Labor Act precludes
any job action without a formal declaration of an impasse by the NMB, which
has not yet occurred.  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.


<PAGE>

                   EXECUTIVE OFFICERS OF THE COMPANY

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

                                                               Officer
      Name            Age                Position               since
      ----            ---                --------              -------
Carl R. Pohlad         83   Chairman of the Company and Mesaba  1995

John S. Fredericksen   50   Interim Chief Executive Officer and 1992
                            Vice President, Administration,
                            General Counsel and Secretary of
                            the Company and Mesaba

Robert H. Cooper       39   Vice President, Chief Financial     1997
                            Officer and Treasurer of the
                            Company and Mesaba

F. Darrell Richardson  52   Vice President and Chief Operating  1995
                            Officer of Mesaba

Scott L. Durgin        37   Vice President, Customer Service    1996
                            of Mesaba

      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.

      JOHN S. FREDERICKSEN was appointed interim Chief Executive Officer of
the Company and Mesaba on June 29, 1999, to replace Bryan K. Bedford, who
resigned as President and Chief Executive Officer on that date.  Mr.
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 Vice
President, Administration; General Counsel and Secretary of 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.

      ROBERT H. COOPER was named Vice President, Chief Financial Officer
and Treasurer of the Company and Mesaba in July 1997.  Mr. Cooper joined
the Company as Director of Finance in October 1995.  Mr. Cooper served as
Corporate Controller for Atlantic North America from August 1994 to October
1995.  He served as Corporate Controller of Phoenix Airline Services, Inc.
from September 1991 until July 1994.  From 1984 until September 1991, Mr.
Cooper held various positions, the last being Assistant Corporate
Controller, for Murata Electronics Corporation.

<PAGE>

      F. DARRELL RICHARDSON joined  Mesaba 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 L. 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.

<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, 1999.

<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, 1999.  Quotations for such
periods are as reported by NASDAQ for National Market issues.  All prices
have been adjusted to reflect the Company's three-for-two  stock split
effective April 30, 1998.

Stock Quotations
                                      ($) High    ($) Low

       Fiscal 1998
             First quarter             10.18        7.50
             Second quarter            14.75        8.83
             Third quarter             17.33       13.42
             Fourth quarter            21.00       15.83

       Fiscal 1999
             First quarter             24.25       20.00
             Second quarter            28.75       13.00
             Third quarter             21.00        9.75
             Fourth quarter            21.00       12.13

      On June 2, 1999, the number of holders of record of Common Stock was
928.

      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: (651) 450-4064.

<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.

                                                March 31,
                                                ---------
                              1999      1998       1997      1996      1995
                              ----      ----       ----      ----      ----
                         (amounts in thousands, except per share data)

Statement of Operations Data:

Operating revenues           $331,753  $277,225  $185,701  $170,455  $145,900

Operating expenses           $299,531  $246,856  $166,118  $158,148  $141,541
                             --------  --------  --------  --------  --------
Operating income             $ 32,222  $ 30,369  $ 19,583  $ 12,307  $  4,359
                             ========  ========  ========  ========  ========
Net income                   $ 21,271  $ 19,804  $ 11,986  $  6,972* $  2,606
                             ========  ========  ========  ========  ========
Net income per
    share - diluted          $   0.99  $   0.95  $   0.62  $   0.40* $   0.19
                             ========  ========  ========  ========  ========
Weighted Average number of
shares outstanding and common
share equivalents - diluted    21,512    20,846    19,310    17,534    13,670


*Excludes non-taxable gain of $49,303 from distribution of subsidiary


                                       As of March 31,

                              1999      1998       1997      1996      1995
                              ----      ----       ----      ----      ----
                                    (dollars in thousands)

Balance Sheet Data:

Current assets               $117,354  $ 94,201  $ 71,201  $ 44,465  $ 46,154

Net property and equipment     47,195    32,097    19,772    12,388    14,931

Other noncurrent assets        14,674    10,893    13,593     1,351     5,799
                             --------  --------  --------  --------  --------
Total assets                 $179,223  $137,191  $104,566  $ 58,204  $ 66,884
                             ========  ========  ========  ========  ========


Current liabilities          $ 48,674  $ 42,509  $ 33,393  $ 17,323  $ 17,052

Long-term liabilities          21,310    19,136    21,379     6,466     7,388

Shareholders' equity          109,239    75,546    49,794    34,415    42,444
                             --------  --------  --------  --------  --------
Total liabilities and
shareholders' equity         $179,223  $137,191  $104,566  $ 58,204  $ 66,884
                             ========  ========  ========  ========  ========

<PAGE>

                                 Mesaba Aviation, Inc. (1)

                                             Year ended March 31,

                              1999       1998       1997       1996      1995
                            --------   --------   --------   --------  --------
Selected Operating Data:

Revenue passengers
    carried                4,342,200  3,324,146  1,959,632  1,572,401 1,433,605

Revenue passenger miles    1,112,050    805,495    445,871    344,592   314,636

Available seat miles       1,994,626  1,469,229    864,083    732,018   705,182

Passenger revenue per          $.165      $.186      $.212      $.204     $.191

Cost per available seat        $.150      $.168      $.192      $.190     $.178

Passenger load factor           55.8%      54.8%      51.6%      47.1%     44.6%

Break-even load factor          49.8%      48.3%      46.3%      43.3%     40.9%

Yield per revenue              $.295      $.340      $.416      $.434     $.428

Departures                   236,209    201,622    144,266    123,985   114,399

__________________________


(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.


<PAGE>


Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS  OF FINANCIAL CONDITION AND
     RESULTS OF OPERATION (As used herein, "unit  cost" means  operating
     cost per available seat mile.  Dollars and shares outstanding are
     expressed in thousands)


EARNINGS SUMMARY

     The Company reported net income of $21.3 million or $0.99 per share
for the fiscal year ended March 31, 1999, compared to $19.8 million or
$0.95 per share in fiscal 1998 and $12.0 million or $0.62 per share in
fiscal 1997. Weighted average common shares and common share equivalents
outstanding increased to 21.5 million in the current year from 20.8 million
and 19.3 million respectively.  The increase in the average number of
shares outstanding was due primarily to the dilutive effect of the issuance
of warrants to Northwest and the exercise of stock options by current and
former employees.  On August 29, 1998 the Company temporarily suspended
operations as a result of the pilot strike at Northwest Airlines.  The
Company resumed service on September 16, 1998. The suspension of service
had a material adverse affect on the results of operations for the current
fiscal year.  Earnings per share and weighted average shares outstanding
for fiscal 1998 and 1997 have been adjusted to reflect a three-for-two
stock split in the form of a 50% stock dividend declared by the Board of
Directors on April 6, 1998 for shares held of record on April 17, 1998.

RESULTS OF OPERATIONS

     OPERATING REVENUES.  Operating revenues rose 19.7% to $331.8 million
in fiscal 1999 from $277.2 million in fiscal 1998 and $185.7 million in
fiscal 1997.  Passenger revenue per available seat mile ("RASM") decreased
11.3% to $0.165 from $0.186 in 1998 and 22.2% from $0.212 in 1997,
primarily due to the introduction of the higher capacity RJ85 aircraft.
Mesaba's average passenger load factor was 55.8% in 1999, up from 54.8% in
1998 and 51.6% in 1997.  The improvement in traffic and load factor are
attributable to the introduction of 12 RJ85 aircraft and the expanded jet-
prop activity at the Minneapolis/St. Paul airport as well as overall
increases in passenger demand within the industry.  These increases were
offset by the 18-day suspension of service as a result of the pilot  strike
at Northwest Airlines.

     OPERATING EXPENSES.  Total operating expenses increased 21.3% to
$299.5 million in 1999 from $246.9 million in 1998 and $166.1 million in
1997.  Mesaba experienced a 10.7% decrease in the cost per available seat
mile ("CASM") to 15.0 cents compared with 16.8 cents in 1998.  Seat capacity
(measured in available seat miles "ASM") increased 35.8% in 1999 to 1.99
billion, primarily as a result of the introduction of 12 RJ85 aircraft, and
the increased activity at the Minneapolis/St. Paul airport.  The following
table compares components of Mesaba's operating cost per ASM for the years
ended March 31, 1999, 1998 and 1997:

                                      1999       1998       1997
                                     ------     ------     ------
        Wages and benefits             4.0 CENTS  4.6 CENTS  5.8 CENTS
        Fuel                           1.3        1.7        2.1
        Direct maintenance             2.8        2.9        2.9
        Rents                          3.5        3.9        3.6
        Landing fees                   0.4        0.4        0.6
        Insurance and taxes            0.4        0.5        0.6
        Depreciation and amortization  0.5        0.4        0.5
        Other                          2.1        2.4        3.1
                                     ------     ------     ------
        Total                         15.0 CENTS 16.8 CENTS 19.2 CENTS


     Wages and benefits increased 19.5% to $80.3 million in fiscal 1999
compared to $67.2 million in fiscal 1998 and $49.9 million in fiscal 1997.
However the increased capacity generated by the additional aircraft has
caused these costs to be reduced  on a unit cost basis 13.0% to 4.0 cents
from 4.6 cents.  The overall dollar increase is a result of increased cost
of flight crews due to a 14.2% increase in block hours flown and the
addition of flight crews to support the introduction of the RJ85  aircraft

<PAGE>

as well as continued costs 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 200 to approximately 2,700 from 2,500, with the remaining
increase due to normal wage and benefit increases.

     Total fuel costs increased 2.0% to  $25.5 million in fiscal 1999 from
$25.0 million in fiscal 1998 and $17.9 million in fiscal 1997.  The change
is attributable to increased consumption.  The average price per gallon,
including taxes and into plane fees, was 83.5 cents in fiscal years 1999,
1998 and 1997.  Certain provisions ofthe Airlink Agreement protect Mesaba
from future increases in fuel prices.  Unit cost decreased 23.5% to 1.3
cents from 1.7 cents.  Mesaba is not required to provide fuel for the jet
operation.

     Direct maintenance expense, excluding wages and benefits costs,
increased to $56.7 million in fiscal 1999 from $42.2 million in fiscal 1998
and $25.0 million in fiscal 1997.  This increase was attributable to the
addition of 12 RJ85 and 24 Saab 340BPlus aircraft to the fleet when
compared to one year ago.  This increase was partially offset by lower
costs associated with the Dash 8 fleet due to 13 aircraft having been
removed from service and returned to  lessors.  On a unit cost basis the
cost decreased 3.6% from 2.9 to 2.8 cents

     Aircraft rentals were $70.4 million in fiscal 1999, $57.2 million in
fiscal 1998 and $31.2 million in fiscal 1997.  Mesaba added 12 RJ85 and 24
Saab 340 aircraft during the period and returned 13 Dash 8 aircraft to
lessors.  However, unit costs decreased 10.3% to 3.5 cents from 3.9 cents.
Fiscal year 1998 costs include $7.7 million in wet leased aircraft
expenses.

    Landing fees were $6.9 million in fiscal 1999, $6.3 million in fiscal
1998 and $4.8 million in fiscal 1997.  The  increase is attributable to a
14.1% increase in jet-prop departures, which  caused an  increase in the
total gross landing weight.  This increase was partially offset by a slight
decrease in the overall effective landing fee rate.  Unit cost was
unchanged at 0.4 cents.  Mesaba is not required to pay landing fees for jet
aircraft.

     Insurance and taxes were $6.9 million in fiscal 1999, $6.8 million in
fiscal 1998 and $5.3 million in fiscal 1997.  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 offset by a reduction in passenger
liability and hull insurance rates.  Due to the additional capacity
generated by the jet and jet-prop equipment, unit cost decreased 20.0%  to
0.4 cents from 0.5 cents.

     Depreciation and amortization totaled $10.0 million in fiscal 1999
compared to $6.5 million in fiscal 1998 and $4.3 million in fiscal 1997.
The increase in Mesaba's depreciation and amortization resulted primarily
from the acquisition of spare parts to support the RJ85 and Saab 340 fleet.
In April and June 1998, the Company paid a contract rights fee in the form
of stock purchase warrants to Northwest as part of amendments to the
Regional Jet Services Agreement allowing for the increase from 12 to 36
aircraft.  Contract rights are being  amortized on a straight-line basis
over the minimum term of the Jet Agreement through October 2002.  Unit
costs increased 25.0% to 0.5 cents from 0.4 cents.

     Administrative and other costs totaled  $42.8 million in fiscal 1999,
$35.7 million in fiscal  1998 and $27.8 million in fiscal 1997.  This
increase is primarily attributable to higher crew related expenses due to
increased flying and training to support the RJ85 and Saab 340 fleet
transition program.  Additionally, higher passenger and airport related
expenses were incurred due to increases in traffic and the number of cities
served.  Unit cost decreased 12.5% to 2.1 cents from 2.4 cents.  Mesaba is
generally not required to provide airport and passenger related expenses
for the jet operation.

     OPERATING INCOME.  The Company's operating income was $32.2 million in
fiscal 1999, $30.4 million in fiscal 1998 and $19.6 million in fiscal 1997.
Mesaba's operating margins were 9.7% in 1999, 11.0% in 1998 and 10.5% in
1997.  Both operating income and operating margins were adversely impacted
by the pilots strike at Northwest Airlines which resulted in an 18-day
suspension of service.

     NONOPERATING INCOME.  Nonoperating income was $4.0 million in fiscal

<PAGE>

1999, $2.6 million in fiscal 1998 and $1.1 million in fiscal 1997.
Interest income increased $1.5 million to $3.7 million in 1999 from $2.2
million in 1998.

     PROVISION FOR INCOME TAXES. The provision for income taxes was $14.1
million in fiscal 1999, $13.1 million in fiscal 1998 and $8.7 million in
fiscal 1997.  The effective tax rate decreased to 39.0% in 1999 from 39.9%
in 1998 and 42.1% (not  including the gain on distribution which is not
taxable) in 1997.  This decrease is due primarily to the lower level of
nondeductible expenses as a percentage of taxable income.


LIQUIDITY AND CAPITAL RESOURCES

     The Company's working capital increased to $68.7 million with a
current ratio of 2.4 at March 31, 1999 compared to $51.7 million and 2.2 at
March 31, 1998.  Cash and short-term investments increased by $16.6 million
to $83.2 million at March 31, 1999.  Net cash flows provided by operating
activities totaled $35.9 million in fiscal  1999 compared to $30.0 million
in fiscal 1998.  Net cash flows provided by financing activities amounted
to $3.4 million in fiscal 1999 and consisted of $3.8 million in proceeds
from the exercise of stock options by current and former employees offset
by principal payments of $0.4 million.

     The Company maintains a letter  of credit facility totaling  $0.2
million, which secures a lease commitment to the County of Wayne, Michigan
for the Company's Detroit hangar.

     Long term debt, net of current maturities, totaled $4.4 million at
March 31, 1999  and $4.8 million as of March 31, 1998.  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 4% at March 31, 1999 compared to 6% at the end of
fiscal 1998.

     As of  June 1999, Mesaba's fleet consisted of 100 aircraft covered
under operating leases with remaining terms of eight months to 17 years and
aggregate monthly lease payments of approximately $7.5 million.   Operating
leases have been the Company's primary method for acquiring aircraft, and
management expects to continue relying on this method to meet most of its
future aircraft financing needs.

      During Fiscal 1999, Mesaba committed to lease approximately 497,000
square feet of facilities, ramp, parking and unimproved land at the
Cincinnati/Northern Kentucky Airport.   The commitment covers approximately
126,000 square feet of hangar and maintenance space and obligates Mesaba to
pay monthly rentals expected to range between approximately $95,000 and
$105,000 until January 29, 2029 as part of Special Facilities Bond
financing provided by Cincinnati/Northern Kentucky Airport Authority.  The
ground lease is expected to have a 30-year term concurrent with the
facilities lease, which is expected to expire January 29, 2029.  Monthly
lease payments of approximately $10,500 are anticipated to be required
under the ground lease.

     Approximately 81% of Mesaba's passengers connected with Northwest in
fiscal 1999, 79% in 1998 and 72% in 1997.  Approximately 89% of the
Company's accounts  receivable balance at March 31, 1999 is due from
Northwest. Loss of the Company's affiliation with Northwest or Northwest's
failure to make timely payment of amounts owed to the Company or to
otherwise materially perform under the Airlink or Jet Agreement for any
reason would have a material adverse effect on the Company's operations and
financial results.

     The Company has historically relied upon cash reserves and internally
generated funds to support its working capital requirements.  Other than
financing required for the new maintenance facility, management believes
that funds from operations and existing cash balances will provide adequate
resources for meeting non-aircraft capital needs in fiscal 2000.

OTHER INFORMATION


     The Company has implemented a Year 2000 compliance program designed to
ensure that the Company's internal information technology will function
properly beyond 1999.  This includes software applications, hardware and

<PAGE>

infrastructure which are essential for flight scheduling; aircraft
maintenance; finance systems; internal communication and facilities
management.  The Company estimates that the overall cost of the Year 2000
compliance program will not exceed $500,000 and expects its Year 2000 date
conversion program to be completed on a timely basis.  Any expenditure
will be funded through operating cash flows while any costs for new
software will be capitalized and amortized over the software's useful life.


     The Company is working cooperatively with third parties having systems
upon which the Company must rely.  The Company can not give any assurance
that the systems of other parties will be year 2000 compliant on a timely
basis or the Company's or third parties contingency plans will mitigate the
effects of noncompliance.  Third parties with systems the Company uses or
relies upon include: Federal Aviation Administration Air Traffic Control,
Saab Aircraft, British Aerospace and Northwest Airlines.  The Company's
business, financial condition and results of operations could be materially
affected by the failure of its systems or those operated by others (which
the Company believes is the most reasonable worst case scenario) and could
result in the reduction or suspension of the Company's operation.

     The Company is reviewing and revising its business interruption
contingency plans to address internal and external issues to the extent
practicable.  The review, together with any necessary revisions, will be
completed by September 1999.  The review of these plans will include how to
maintain safety, increase inventory of essential components, change
suppliers, perform certain functions and processes manually and reduce or
suspend operations.  Due to the uncertainty related to year 2000 issues,
the Company's contingency plan will be ongoing in nature and may require
further modifications to existing systems as new information is made
available and the Company further assesses the readiness of third parties
upon which the Company relies.

<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....................   22

Consolidated balance sheets as of March 31, 1999 and 1998...   23

Consolidated statements of operations for the years
     ended March 31, 1999, 1998 and 1997....................   24

Consolidated statements of shareholders' equity for the years
     ended March 31, 1999, 1998 and 1997....................   25

Consolidated statements of cash flows for the years
     ended March 31, 1999, 1998 and 1997....................   26

Notes to consolidated financial statements..................   27


<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, 1999 and 1998, and the related consolidated statements of
operations, shareholders' equity and cash  flows for each of the three
years in the period ended March 31, 1999.  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, 1999 and 1998, and the
results of their operations and their cash  flows for each of the three
years in the period ended  March 31, 1999, in conformity with generally
accepted accounting principles.

As explained in Note 7 to the financial statements, effective April 1,
1998, the Company changed its method of accounting for start-up costs.



                                ARTHUR ANDERSEN LLP



Minneapolis, Minnesota,
 May 7, 1999


<PAGE>




                       MESABA HOLDINGS, INC. AND SUBSIDIARY


                             Consolidated Balance Sheets
               (In Thousands, Except Share and Per Share Information)


                                                     As of March 31,
                                                     ---------------
                                                   1999          1998
                                                 --------      --------
                      ASSETS
CURRENT ASSETS:
 Cash and cash equivalents                       $ 83,152      $ 66,554
 Accounts receivable, net                          15,905        13,610
 Inventories                                        6,564         5,547
 Prepaid expenses and deposits                      3,719         3,788
 Deferred income taxes                              8,014         4,702
                                                 --------      --------
        Total current assets                      117,354        94,201


PROPERTY AND EQUIPMENT:
 Facilities under capital lease                     9,147         9,147
 Flight equipment                                  41,178        22,449
 Other property and equipment                      21,635        16,865
 Accumulated depreciation and amortization        (24,765)      (16,364)
                                                 --------      --------
        Net property and equipment                 47,195        32,097

OTHER ASSETS, net                                  14,674        10,893
                                                 --------      --------
                                                 $179,223      $137,191
                                                 ========      ========


                       LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
 Current maturities of capital lease obligations $    393      $    436
 Accounts payable                                  20,857        18,093
 Accrued liabilities-
   Payroll                                          8,786         9,362
   Maintenance                                     10,415         6,877
   Other                                            8,223         7,741
                                                 --------      --------
        Total current liabilities                  48,674        42,509
CAPITAL LEASE OBLIGATIONS, net of current           4,359         4,751
 maturities
OTHER NONCURRENT LIABILITIES                       16,951        14,385
                                                 --------      --------
SHAREHOLDERS' EQUITY:
 Common stock, $.01 par value, 60,000,000 shares
   authorized; 19,863,829 and 19,397,523 shares
   issued and outstanding, respectively               199           194
 Paid-in capital                                   45,013        41,196
 Warrants                                          16,500         7,900
 Retained earnings                                 47,527        26,256
                                                 --------      --------
        Total shareholders' equity                109,239        75,546
                                                 --------      --------
                                                 $179,223      $137,191
                                                 ========      ========


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

<PAGE>


                        MESABA HOLDINGS, INC. AND SUBSIDIARY

                        Consolidated Statements of Operations

                    (In Thousands, Except Per Share Information)

                                         For the Years Ended March 31,

                                           1999      1998      1997
                                         --------  --------  --------
OPERATING REVENUES:
 Passenger                               $328,244  $273,973  $183,409
 Freight and other                          3,509     3,252     2,292
                                         --------  --------  --------
        Total operating revenues          331,753   277,225   185,701

OPERATING EXPENSES:
 Wages and benefits                        80,297    67,194    49,850
 Aircraft fuel                             25,512    24,983    17,850
 Aircraft maintenance                      56,682    42,172    25,012
 Aircraft rents                            70,422    57,235    31,242
 Landing fees                               6,886     6,330     4,770
 Insurance and taxes                        6,894     6,761     5,307
 Depreciation and amortization             10,027     6,500     4,265
 Other                                     42,811    35,681    27,822
                                         --------  --------  --------
        Total operating expenses          299,531   246,856   166,118

        Operating income                   32,222    30,369    19,583
NONOPERATING (EXPENSE) INCOME:
 Interest expense                            (443)     (458)     (511)
 Interest income and other                  4,405     3,022     1,641
                                         --------  --------  --------
   Income before income taxes and
    change in accounting principle         36,184    32,933    20,713

PROVISION FOR INCOME TAXES                 14,113    13,129     8,727
                                         --------  --------  --------
   Net income before change in
    accounting principle                 $ 22,071 $  19,804  $ 11,986
PRE-OPERATING COST WRITE-OFF, net of tax    (800)       -        -
                                         --------  --------  --------
        Net income                       $ 21,271 $  19,804 $  11,986
                                         ======== ========= =========

Earnings Per Common Share Before
 Accounting Change - Basic               $   1.12 $    1.03 $    0.63
                                         ======== ========= =========
Earnings Per Common Share - Basic        $   1.07 $    1.03 $    0.63
                                         ======== ========= =========
Weighted Average Number of Common Shares
 Outstanding - Basic                       19,793    19,270    19,143
                                         ======== ========= =========
Earnings Per Common Share Before
 Accounting Change - Diluted             $   1.03 $    0.95 $    0.62
                                         ======== ========= =========
Earnings Per Common Share - Diluted      $   0.99 $    0.95 $    0.62
                                         ======== ========= =========
Weighted Average Number of Common Shares
 Outstanding and Common Share
 Equivalents Outstanding - Diluted         21,512    20,846    19,310
                                         ======== ========= =========

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

<TABLE>
<CAPTION>
                                               MESABA HOLDINGS, INC. AND SUBSIDIARY

                                          Consolidated Statements of Shareholders' Equity

                                                   For the Years Ended March 31

                                      (In Thousands, Except Share and Per Share Information)
                                                                                                                         Total
                                                            Common Stock      Paid-In        Warrants       Retained   Shareholders'
                                                           Shares    Amount   Capital    Shares     Amount  Earnings      Equity
                                                         ------------------ ---------  -------------------  ---------  -------------
<S>                                                      <C>         <C>    <C>        <C>          <C>     <C>        <C>
BALANCE, March 31, 1996                                  19,104,069   190     39,759        -          -      (5,534)     $ 34,415
 Issuance of warrants                                          -        -        -        922,500     3,100       -          3,100
 Exercise of stock options, net of related tax effects       72,000     2        291        -           -         -            293
 Net income                                                    -        -        -          -           -      11,986       11,986
                                                         ----------  ----    --------   ----------  --------  --------    ---------
BALANCE, March 31, 1997                                  19,176,069   192    $40,050      922,500     3,100     6,452     $ 49,794
 Issuance of warrants                                          -        -        -      1,320,000     4,800       -          4,800
 Exercise of stock options, net of related tax effects      221,184     2      1,146        -           -         -          1,148
 Net income                                                    -        -        -          -           -      19,804       19,804
                                                         ----------  ----    --------   ----------  --------  --------    ---------
BALANCE, March 31, 1998                                  19,397,253  $194    $41,196    2,242,500    $7,900   $26,256     $ 75,546
 Issuance of warrants                                          -        -        -      1,909,422     8,600       -          8,600
 Exercise of stock options, net of related tax effects      466,576     5      3,817        -           -         -          3,822
 Net income                                                    -        -        -          -           -      21,271       21,271
                                                         ----------  ----    --------   ----------  --------  --------    ---------
BALANCE, March 31, 1999                                  19,863,829  $199    $45,013    4,151,922   $16,500   $47,527     $109,239
                                                         ==========  ====    ========   ==========  ========  ========    =========
</TABLE>

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


                        MESABA HOLDINGS, INC. AND SUBSIDIARY
                        Consolidated Statements of Cash Flows
                                   (In Thousands)
                                            For the Years Ended March 31,

                                             1999     1998     1997
                                         --------  --------  --------
OPERATING ACTIVITIES:
 Net income                              $ 21,271  $ 19,804  $ 11,986
 Adjustments to reconcile net income to
   net cash provided by operating
   activities-
     Depreciation and amortization         10,027     6,500     4,265
     Deferred income taxes                 (2,581)     (819)   (2,228)
     Change in current operating items:
      Accounts receivable, net             (1,018)     (266)   (4,090)
      Inventories                            (443)   (1,835)     (411)
      Prepaid expenses and deposits            69      (734)     (280)
      Accounts payable and other            8,557     7,305    14,117
                                         --------  --------  --------
        Net cash flows provided by
          operating activities             35,882    29,955    23,359
                                         --------  --------  --------
INVESTING ACTIVITIES:
 Purchases of property and equipment, net (22,669)  (13,418)   (3,301)
 Increase in other assets                       -       175      (219)
                                         --------  --------  --------
        Net cash flows used for investing
          activities                      (22,669)  (13,243)   (3,520)

FINANCING ACTIVITIES:
 Repayment of capital lease obligations      (437)     (432)     (434)
 Proceeds from issuance of common stock     3,822     1,148       293
                                         --------  --------  --------
        Net cash flows (provided by) used
          for financing activities          3,385       716      (141)
                                         --------  --------  --------
NET INCREASE IN CASH AND CASH EQUIVALENTS  16,598    17,428    19,698
CASH AND CASH EQUIVALENTS:
 Beginning of year                         66,554    49,126    29,428
                                         --------  --------  --------
 End of year                             $ 83,152  $ 66,554  $ 49,126
                                         ========  ========  ========

SUPPLEMENTARY CASH FLOW INFORMATION:
 Cash paid during the year for-
   Interest                              $    443  $    458  $    511
                                         ========  ========  ========
   Income taxes                          $ 14,569  $ 15,169  $  7,948
                                         ========  ========  ========

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

<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").  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 and Mesaba
Airlines/Northwest Jet Airlink under two separate agreements with Northwest
Airlines, Inc.("Northwest") to 101 cities from Northwest's hub airports,
Minneapolis/St. Paul, Detroit and Memphis.

The Airline Services Agreement (the "Airlink Agreement") provides for
exclusive rights to designated service areas and extends through June 30,
2007, automatically renewing indefinitely thereafter.  Northwest may
terminate the Airlink Agreement on 365 days notice any time after June 30,
2000.  In addition, Mesaba purchases fuel, reservation systems, ground
handling and other services from Northwest.  The Company paid $16,440 to
Northwest in fiscal 1999, $17,963 in 1998 and $16,611 in 1997 for these
sevices.  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 $4,830 in 1999,
$4,297 in 1998, and $1,960 in 1997.

Mesaba and Northwest entered into a Regional Jet Services Agreement, dated
October 25, 1996 (the "Jet Agreement"), under which Mesaba will operate 36
Avro RJ85 ("RJ85") regional jets for Northwest.  The aircraft will be
subleased from Northwest and will be operated from Minneapolis/St. Paul,
Detroit and Memphis hubs according to routes and schedules determined by
Northwest.   Under the Jet Agreement, Mesaba is not required to provide
fuel and airport and passenger related services.  Jet service began in June
1997.

Under the agreements, 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. Mesaba  also
benefits from its relationship with Northwest through advertising and
marketing programs.

Approximately 81% of Mesaba's passengers connected with Northwest in fiscal
1999, 79% in 1998 and 72% in 1997.  Approximately 89% of the March 31, 1999
accounts receivable balances in the accompanying consolidated balance sheet
are due from Northwest.

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 or Jet 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.


<PAGE>

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

Cash equivalents consist primarily of U.S. government securities and
interest-bearing deposits with average maturities of less than 90 days and
are stated at cost, which approximates market.

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.

PROPERTT 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.

CONTRACT RIGHTS

In connection with the Jet Agreement as amended, the Company paid a
contract rights fee in the form of stock purchase warrants to Northwest.
Contract rights and related other assets totaled $11,700 and related
accumulated amortization totaled $1,759 and $689 at March 31, 1999 and
1998 respectively.  Contract rights are amortized on a straight-line basis
over six years to coincide with the minimum term of the Jet Agreement.

In connection with the Airlink 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 $4,800 and related accumulated
amortization totaled $840 and $360 at March 31, 1999 and 1998 respectively.
Contract rights are amortized on a straight-line basis over ten years to
coincide with the term of the Airlink 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 or Jet
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.

<PAGE>

INCOME PER SHARE

Statement of Financial Accounting Standards No. 128, "Earnings per Share,"
requires presentation of "Basic" and "Diluted" earnings per share amounts,
as defined. "Basic" earnings per share replaces primary earnings per share
under APB Opinion No. 15, and excludes the dilutive effects of options,
warrants and convertible securities, if any, from the calculation.  Fully
diluted earnings per share has not changed significantly but has been named
"Dilutive" earnings per share. Statement No. 128 became effective for
fiscal 1998.  All earnings per share prior to 1998 have been restated to
comply with this Statement.

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 $1,822 and $1,071 was recorded during the year ended March 31,
1999 and 1998 respectively.

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.

3.FLIGHT EQUIPMENT

The Company's airline fleet consisted of the following aircraft held under
operating leases as of March 31, 1999:

        Number of                        Seating
         Aircraft      Type of Aircraft  Capacity


           75              Saab 340        30/34
           22              Avro RJ85        69


Under terms of the Jet Agreement, the Company subleases its Avro RJ85
aircraft from Northwest under operating leases with original terms of up
to ten years.  The Jet Agreement allows the Company to return aircraft to
Northwest upon the occurrence of certain events, including termination or
breach of the Jet Agreement.

The Company 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 17 years.  The Airlink Agreement
allows Mesaba to return aircraft to Northwest upon the occurrence of
certain events.

<PAGE>

Aircraft maintenance and repairs on Saab 340 and RJ85 aircraft are charged
to expense when incurred, except for the cost of major airframe
inspections, for which the estimated cost is accrued and charged to
maintenance expense based upon hours flown, thus providing for the
inspection cost when it occurs.

The aircraft operating leases require future minimum rental payments as
follows at March 31, 1999:

       2000                                      $ 84,021
       2001                                        83,268
       2002                                        83,268
       2003                                        82,561
       2004                                        79,483
       Thereafter                                $410,585


Mesaba has firm lease commitments for the remaining 14 undelivered RJ85
aircraft. The table above does not reflect any minimum lease payments for
those undelivered aircraft.

Rent expense under aircraft operating leases totaled approximately $70,422
in 1999, $49,500 (not including wet lease expense) in 1998 and $31,242 in
1997 (including $32,472, $27,172 and $21,564 paid to Northwest in 1999,
1998 and 1997, respectively).

4.INCOME TAXES

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

                                            1999     1998      1997
                                           -------  -------  -------
       Current:
       Federal                             $11,657  $11,053  $ 8,748
       State                                 2,973    2,895    2,207
       Deferred                               (517)    (819)  (2,228)
                                           -------  -------  -------
         Total provision for income taxes  $14,113  $13,129  $ 8,727

The actual income tax expense differs from the expected  tax expense for
1999, 1998 and 1997 (computed by applying the U.S. federal corporate tax
rate of 35 percent to earnings before income taxes) as follows:

                                            1999      1998     1997
                                           -------  -------  -------
  Computed tax expense at statutory rate   $12,664  $11,527  $ 7,250
  Increase (decrease) in income taxes
    resulting from:
    State taxes, net of federal tax benefit  1,932    1,672    1,654
    Non-deductible flight crew expenses        754      552      397
    Other, net                              (1,237)    (622)    (574)
                                           -------  -------  -------
         Total income tax expense          $14,113  $13,129  $ 8,727

<PAGE>


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

                                            1999      1998     1997
                                           -------  -------  -------
       Deferred tax assets:
         Maintenance                       $ 3,456  $ 2,126  $ 2,560
         Prepaids                            1,288      229      248
         Warrant Amortization                  411      489      -
         Other Accruals                      3,672    3,450    1,921
                                           -------  -------  -------
          Gross deferred tax assets          8,827    6,294    4,729

       Deferred tax liabilities:
         Property and equipment                746    1,042      619
         Preoperating costs                     67      457       63
         Integration funds                       -       93      164
                                           -------  -------  -------
          Gross deferred tax liabilities       813    1,592      846
                                           -------  -------  -------
          Net deferred tax assets          $ 8,014  $ 4,702  $ 3,883
                                           =======  =======  =======

5.SHAREHOLDERS' EQUITY

STOCK SPLIT

On April 6, 1998 the Company's board of directors declared a three-for-two
stock split of the Company's common stock for shares held of record on April
17, 1998.  The par value per common share remained at $0.01.  This stock
split has been retroactively reflected in these financial statements.

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.

<PAGE>

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

                                           Shares     Price Per
                                                       Share
                                          --------   -----------
    Options outstanding, March 31, 1996    941,250   $ 2.75-$ 5.25
         Granted                           456,000   $ 7.75-$ 8.92
         Exercised                         (72,000)  $ 3.17-$ 5.17
         Canceled                          (15,000)     $8.00
                                          ---------
    Options outstanding, March 31, 1997   1,310,250  $ 2.75-$ 8.92
         Granted                            217,500  $ 8.25 - $14.25
         Exercised                         (221,184) $ 2.75 - $ 8.92
                                          ---------
    Options outstanding, March 31, 1998   1,306,566  $ 2.92 - $14.25
         Granted                            190,000  $18.00 - $23.00
         Exercised                         (470,779) $ 2.92 - $12.42
                                          ---------
    Options outstanding, March 31, 1999   1,025,787  $ 3.50 - $23.00
                                          =========
    Exercisable at March 31, 1999           327,512
                                          =========
    Available for grant at March 31, 1999   554,000
                                          =========

As of March 31, 1999, of the total shares available for grant, 174,000 are
available for non-employee directors and 380,000 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:

                               1999        1998        1997
                             -------      -------     -------
      Net Income
            As reported      $21,271      $19,804     $11,986
            Pro forma        $19,904      $18,873     $11,462

      Basic Earnings Per
            As reported       $ 1.07      $ 1.03      $ 0.63
            Pro forma         $ 1.01      $ 0.97      $ 0.60

      Diluted Earnings Per
            As reported       $ 0.99      $ 0.95      $ 0.62
            Pro forma         $ 0.93      $ 0.91      $ 0.59

<PAGE>


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 summarized below:

                                 1999               1998             1997
                                -------------   -------------   --------------

      Risk free interest        5.56% - 5.59%   5.66% - 5.68%    6.08% - 6.45%
      Expected life of             6 yrs.          6 yrs.          6 yrs.
      Expected volatility of       54.91%          36.63%       43.50% - 45.06%
      Expected dividend              $0              $0               $0
      Weighted average fair        $11.90          $13.98             $ 4.19


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 31,1999:

                                         Capitalized  Operating
                                            Leases      Leases

       2000                              $  784        $1,051
       2001                                 785           690
       2002                                 786           489
       2003                                 643           331
       2004                                 643           299
       Thereafter                         3,383         1,184
                                         ------        ------
                                          7,024        $4,044
                                                       ======
       Less- Amount representing interest 2,272
                                         ------
                                          4,752
       Less- Current maturities             393
                                         ------
       Total long-term capital lease
         obligations                    $ 4,359
                                        =======

Rent expense under all facility operating leases totaled approximately
$3,421 in 1999, $3,410 in 1998 and $2,857 in 1997.

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 $882 in 1999,
$701 in 1998 and $589 in 1997.

<PAGE>

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.

7. EARNINGS PER SHARE

The following table sets forth the computation of earnings per common share

                                                1999     1998    1997
                                              -------  -------  ------
Numerator:
     Net Income                               $21,271  $19,804  $11,986

Denominator:
 For Earnings per Common Share - Basic:
 Weighted average number of issued shares
   outstanding                                 19,793   19,270  19,143
 Effect of dilutive Securities:
 Computed shares outstanding under the
   Company's stock option plan utilizing the
   treasury stock method                          486      711      86
 Computed shares outstanding under warrants
   issued utilizing the treasury stock
   method                                       1,233      865      81
                                              -------  -------  ------
    For earnings per Common Share _ Diluted:
 Weighted Average Common Shares and Share
   Equivalents Outstanding                     21,512   20,846  19,310
                                              =======  =======  ======

       Earnings per share - Basic             $  1.07  $  1.03  $ 0.63
                                              =======  =======  ======
       Earnings per share - Diluted           $  0.99  $  0.95  $ 0.63
                                              =======  =======  ======

In April of 1998, the Company adopted AICPA Statement of Position (SOP)
98-5 "Reporting on the Costs of Start-Up Activities" which requires all
start-up costs to be charged to expense as incurred.  The adoption of SOP
98-5 resulted in an $800 charge (net of tax) to operations, or $0.03 per
basic and diluted share for previously capitalized start-up costs and was
recorded as a cumulative effect of change in accounting principle.

<PAGE>

8.  QUARETERLY FINANCIAL DATA (Unaudited)

(in thousands except share and per share data)

                        Quarters of Fiscal Year Ended
                        -----------------------------
                                March 31, 1999
                                --------------
                           June 30, Sept.30,  Dec. 31,  March 31, Fiscal Yr.
                             1998     1998      1998     1999        1999
                          --------  --------  --------  --------  --------
Total operating revenues  $ 80,469  $ 71,689  $ 89,641  $ 89,954  $331,753
Operating income            10,464     1,806    10,242     9,710    32,222
Net income                   6,033     2,080     6,730     6,428    21,271
Earnings per Common share
  - Basic                 $   0.31  $   0.10  $   0.34  $   0.32  $   1.07
Weighted average Common
 shares outstanding - Basic 19,616    19,824    19,838    19,864    19,793
Earnings per Common
 Share - Diluted          $   0.28  $   0.10  $   0.32  $   0.30  $   0.99
Weighted average Common
 shares and Share
 Equivalents outstanding
   - Diluted                21,755    21,638    21,230    21,246    21,512


                        Quarters of Fiscal Year Ended
                        -----------------------------
                                March 31, 1998
                                --------------
                           June 30, Sept.30,  Dec. 31,  March 31, Fiscal Yr.
                             1997     1997      1997     1998        1998
                          --------  --------  --------  --------  --------
Total operating revenues  $ 54,424  $ 71,942  $ 75,443  $ 75,416  $277,225
Operating income             6,209     9,155     8,327     6,678    30,369
Net income                   3,973     5,748     5,292     4,791    19,804
Earnings per Common share
  - Basic                 $   0.21  $   0.30  $   0.27  $   0.25      1.03
Weighted average Common
 shares outstanding - Basic 19,183    19,238    19,276    19,381    19,270
Earnings per Common
 Share - Diluted          $   0.20  $   0.28  $   0.25  $   0.22   $  0.95
Weighted average Common
 shares and Share
 Equivalents outstanding
   - Diluted                19,792    20,549    21,021    21,530    20,846

<PAGE>


                      CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
of our report included in this Form 10-K into the Company's previously
filed Registration Statements File Nos. 33-89930, 33-62386, 33-42757,
33-42759, 33-19528 and 2-93739.



                                ARTHUR ANDERSEN LLP



Minneapolis, Minnesota,
 June 25, 1999

<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 1999 Annual Meeting
of Shareholders (the "1999 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 1999 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 1999 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 1999 Proxy Statement.


<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            22

          Consolidated balance sheets as of March 31,
          1999 and 1998                                       23

          Consolidated statements of operations for the
          years ended March 31, 1999, 1998 and 1997           24

          Consolidated statements of shareholders'
          equity for the years ended March 31, 1999,          25
          1998 and 1997

          Consolidated statements of cash flows for the
          years ended March 31, 1999, 1998 and 1997           26

          Notes to consolidated financial statements          27

     (2)  Not applicable


<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.  Articles of Amendment to the Company's Articles of Incorporation.
          Incorporated by reference to exhibit 3A to the Company's 10-Q
          for the quarter ended September 30, 1997.

     3C.  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.

     4B.  Common Stock Purchase Warrant dated October 25, 1996 issued to
          Northwest Airlines, Inc.  Incorporated by reference to Exhibit 4A
          to the Company's 10-Q for the quarter ended September 30, 1996.

     4C.  Common Stock Purchase Warrant dated October 17, 1997 issued to
          Northwest Airlines, Inc.  Incorporated by reference to Exhibit 4A
          to the Company's 10-Q for the quarter ended September 30, 1997.

     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 Aviation,
          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 Mesaba Aviation, Mesaba
          Holdings, Inc. and Northwest Airlines, Inc. dated July 1, 1997
          (certain portions of this agreement are subject to  an  order
          granting confidential treatment pursuant to Rule  24b-2).
          Incorporated by reference to Exhibit 10A to the Company's Form
          10-Q for the quarter ended September 30, 1997.

     10G. Regional Jet Services Agreement between Mesaba Holdings, Inc.,
          Mesaba Aviation, Inc. and Northwest Airlines, Inc., dated October
          25, 1996 (certain provisions of this agreement are subject to an
          order granting confidential treatment pursuant to Rule 24b-2).
          Incorporated by reference to Exhibit 10A to the Company's Form
          10-Q for the quarter ended September 30, 1996.

     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.

<PAGE>

     10I. Facility Lease and Operating Agreement dated April 18, 1988,
          between the Metropolitan Airport Commission and Mesaba Aviation,
          Inc. Incorporated by reference to Exhibit 10K to the Company's
          Form 10-K for the year ended March 31, 1989.  Incorporated by
          reference to Exhibit 10J to the Company's Form 10-K for the year
          ended March 31, 1997.

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

     10K. Letter of Credit and Reimbursement Agreement dated as of
          August 1, 1990 between Mesaba Aviation, 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 Aviation,
          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 Aviation, 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 Aviation, 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. 1994 Stock Option Plan (as amended  July 1, 1997).  Incorporated
          by reference to Exhibit 10B to the Company's Form 10-Q for the
          quarter ended September 30, 1997.

     10S. Agreement between AirTran Corporation, Mesaba Aviation, 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
          Aviation, 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

<PAGE>

          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.

     10Y. Amendment No. 1 to Regional Jet Services Agreement dated April
          1, 1998 between Mesaba Holdings, Inc., 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 for the quarter ended June  30,
          1998

     10Z. Amendment No. 2 to Regional Jet Services Agreement dated June
          2, 1998 between Mesaba Holdings, Inc., 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
          10B to the Company's Form 10-Q  for the quarter ended June 30,
          1998

     21.  Subsidiaries.  Incorporated by reference to Exhibit 21 to the
          Company's Form 10-K for the year ended March 31, 1997.

     23.  Consent of independent public accountants.

     24.  Powers of Attorney.

(b)


     Reports on Form 8-K.  No reports were filed on Form 8-K during the
     quarter ended March 31, 1999.




                           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 29, 1999              By   /s/ John S. Fredericksen
                                      ---------------------------
                                        John S. Fredericksen
                                        Interim 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/ John S. Fredericksen
--------------------    Interim Chief Executive Officer           June 29, 1999
John S. Fredericksen    (Principal Executive Oficer)


/s/ Robert H. Cooper
--------------------  Vice President and Chief Financial Officer  June 29, 1999
Robert H. Cooper      (Principal Financial Officer)


/s/Jon R. Meyer
--------------------  Director of Accounting and Controller       June 29, 1999
Jon R. Meyer          (Principal Accounting Officer)


        *
--------------------  Director                                    June 29, 1999
Donald E. Benson


        *
--------------------  Director                                    June 29, 1999
Christopher E. Clouser


        *
--------------------  Director                                    June 29, 1999
Richard B. Hirst

        *
--------------------  Director                                    June 29, 1999
Carl R. Pohlad


        *
--------------------  Director                                    June 29, 1999
Robert C. Pohlad


        *
--------------------  Director                                    June 29, 1999
John S. Kern


        *
--------------------  Director                                    June 29, 1999
Raymond W. Zehr, Jr.


*By

/s/ John S. Fredericksen    Attorney-in-fact                      June 29, 1999
------------------------
  John S. Fredericksen


                         EXHIBIT INDEX


                                                       Manually Numbered
Exhibit No.                 Exhibit                     Page 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.

4B.            Common Stock Purchase Warrant dated
               October 26, 1996 issued to Northwest
               Airlines, Inc.  Incorporated by reference
               to Exhibit 4A to the Company's Form
               10-Q for the quarter ended September
               30, 1996

4C.            Common Stock Purchase Warrant dated
               October 17, 1997 issued to Northwest
               Airlines, Inc.  Incorporated by reference
               to Exhibit 4A to the Company's Form
               10-Q for the quarter ended September
               30, 1997

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 Aviation, 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
               Mesaba Holdings, Inc, Mesaba Aviation,
               Inc., and Northwest Airlines, Inc.
               (certain portions  of this agreement
               are subject to an order granting
               confidential treatment pursuant to
               Rule 24b-2).  Incorporated by reference
               to Exhibit 10A to the Company's  Form
               10-Q for the quarter ended
               September 30, 1997.

<PAGE>

10G.           Regional Jet Services Agreement between
               Mesaba Holdings, Inc., Mesaba Aviation,
               Inc. and Northwest Airlines, Inc., dated
               October 25, 1996 (certain portions of
               this agreement are subject to an order
               granting confidential treatment pursuant
               to Rule 24b-2). Incorporated by reference
               to Exhibit 10A to the Company;s Form 10-Q
               for the quarter ended September 30, 1996.

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 Aviation,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 Aviation,Inc.and Norwest Bank
               Minnesota, National Association.
               Incorporated by reference to Exhibit
               10J to the Company's Form 10-K for the
               year March 31, 1997.

10K.           Letter  of Credit and Reimbursement
               Agreement dated as of August 1,
               1990 between Mesaba Aviation, 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 Aviation, 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 Aviation, 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 Aviation, 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.

<PAGE>

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.           1994 Stock Option Plan (as amended July
               1, 1997).  Incorporated by reference
               to Exhibit 10B of the Company's Form
               10-Q for the quarter ended September
               30, 1997.

10S.           Agreement between AirTran
               Corporation, Mesaba Aviation, 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 Aviation, 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.

10Y.           Amendment No. 1 to Regional Jet Services
               Agreement dated April 1, 1998 between
               Mesaba Holdings, Inc., 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  for the quarter
               ended June  30, 1998

10Z.           Amendment No. 2 to Regional Jet Services
               Agreement dated  June 2, 1998 between Mesaba
               Holdings, Inc., 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 10B to the  Company's
               Form 10-Q  for the quarter  ended June  30,
               1998

21.            Subsidiaries.  Incorporated by reference
               to Exhibit 21 to the Company's Form
               10-K for the year ended March 31, 1997

23.            Consent   of   independent   public
               accountants.

24.            Powers of Attorney.

<PAGE>