SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                            _________________________
                                     FORM S-8
                              REGISTRATION STATEMENT
                                      UNDER
                            THE SECURITIES ACT OF 1933
                            _________________________
                              MESABA HOLDINGS, INC.
              (Exact name of registrant as specified in its charter)



              Minnesota                              41-1399425
   (State or other jurisdiction of   (I.R.S. Employer Identification Number)
    incorporation or organization)


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

                            _________________________


                              MESABA HOLDINGS, INC.
                              1994 STOCK OPTION PLAN
                             (Full title of the plan)

                            _________________________

                               John S. Fredericksen
                              7501 26th Avenue South
                           Minneapolis, Minnesota 55450
                     (Name and address of agent for service)
                                  (612) 726-5151
          (Telephone number, including area code, of agent for service)

                                    COPIES TO:
                          Christopher C. Cleveland, Esq.
                                Briggs and Morgan,
                             Professional Association
                                 2400 IDS Center
                           Minneapolis, MN  55402-2157
                                  (612) 334-8400

                         CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------
    Title of each                    Proposed       Proposed
       class of     Amount to be     maximum        maximum       Amount of
    securities to    registered      offering      aggregate     registration
    be registered       (1)         price per       offering         fee
                                    share (2)        price
------------------------------------------------------------------------------
Common Stock,
par value $.01 per  450,000 Shares   $13.4063    $6,032,835.00    $1,677.13
share .......
------------------------------------------------------------------------------


  (1)  This Registration  Statement shall also  cover any  additional shares  of
       Common Stock which become  issuable under the Mesaba Holdings, Inc.  1994
       Stock  Option  Plan  by  reason  of  any  stock  dividend,  stock  split,
       recapitalization or other similar transaction effected without the
       receipt of consideration which results in an increase in the number of
       outstanding shares of Common Stock.

  (2)  Calculated solely for the purposes of this offering under Rule 457(h)  of
       the Securities Act of 1933, as amended, on the basis of the average of
       the high and low sales prices for such stock as reported by the Nasdaq
       Stock Market on July 26,1999.


<PAGE>

  REGISTRATION OF ADDITIONAL SECURITIES


       This Registration Statement is being filed by Mesaba Holdings, Inc.
  (the "Company") pursuant to General Instruction E to the Form S-8
  Registration Statement under the Securities Act of 1933, as amended, to
  register an additional 450,000 shares of the Company's Common Stock,
  $.01 par value (the "Common Stock"), issuable pursuant to the Company's
  1994 Stock Option Plan (the "Plan").  A total of 750,000 shares of
  Common Stock issuable under the Plan have been previously registered
  pursuant to the Company's Form S-8 Registration Statements filed with
  the Securities and Exchange Commission on March 2, 1995 (Registration
  No. 33-89930), and February 21, 1997 (Registration No. 33-22977) and the
  information contained therein is hereby incorporated by reference
  herein.


<PAGE>


                               PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  Item 3.  Incorporation of Documents by Reference.

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

            (a)  The Company's  Annual Report on Form  10-K for the  fiscal
       year ended
       March 31, 1999;

            (b)  The description of the Company's Common Stock contained in
       the Company's Registration Statement on Form S-4, Registration No. 33-
       22977 and Exhibit 3 to the Company's Quarterly Reports on Form  10-Q
       for the fiscal quarters  ended September 30, 1997 and September  30,
       1998.

            (c)  The Company's  Current Report on Form  8-K filed with  the
       Commission on  June 30,  1999, relating  to the  resignation of  the
       Company's President and Chief Executive Officer.

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

  Item 6.  Indemnification of Directors and Officers

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

<PAGE>

  class.  "Proceeding" means a threatened, pending or completed civil,
  criminal, administrative, arbitration or investigative proceeding,
  including one by or in the right of the corporation.  Article VI of the
  Company's Bylaws provides that to the fullest extent permitted by the
  Minnesota Business Corporation Act, a director of the Company shall not
  be personally liable to the Company or its shareholders for monetary
  damages for any breach of fiduciary duty as a director.

  Item 8.  Exhibits.

  Number    Description

  4.1       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.

  4.2       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.

  4.3       Articles of Amendment to the Company's Articles of
            Incorporation, dated August 31, 1998. Incorporated by
            reference to the Company's Form 10-Q for the quarter ended
            September 30, 1998.

  4.4       Bylaws.  Incorporated by reference to Exhibit 3.2 to the
            Company's Registration Statement on Form S-4, Registration No.
            33-22977

  4.5       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.

  5.1       Opinion of Briggs and Morgan, Professional Association.

  23.1      Consent of Independent Public Accountants.

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

  24.1      Powers of Attorney (included on Signature Page).

  Item 9.  Undertakings.

       (a)  The undersigned registrant hereby undertakes:

       (1)  To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement:  (i) to
  include any prospectus required by Section 10(a)(3) of the Securities
  Act; (ii) to reflect in the prospectus any facts or events arising after
  the effective date of the registration statement (or the most recent
  post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set forth
  in the registration statement; and (iii) to  include any material

<PAGE>

  information with respect to the plan of distribution not previously
  disclosed in the registration statement or any material change to such
  information in the registration statement.

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

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

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

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


<PAGE>





                              SIGNATURES


       Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it
  meets all of the requirements for filing on Form S-8 and has duly caused
  this registration statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Minneapolis,
  State of Minnesota, on the 16th day of July, 1999.

                                MESABA HOLDINGS, INC.


                                By


                                         /s/ John S. Fredericksen
                                         ----------------------------
                                         John S. Fredericksen
                                         Interim Chief Executive Officer;
                                         Vice President, Administration;
                                         General Counsel and Secretary


                          POWER OF ATTORNEY

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

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





/s/ John S. Fredericksen      Interim Chief Executive Officer;  July 16, 1999
------------------------      Vice President,Administration;
John S. Fredericksen          General Counsel and Secretary
                              (Principal Executive Officer)


/s/ Robert H. Cooper          Vice President, Chief Financial   July 16, 1999
------------------------      Officer and Treasurer
Robert H. Cooper              (Principal Financial Officer)



/s/ Jon R. Meyer              Controller                        July 16, 1999
------------------------      (Principal Accounting Officer)
Jon R. Meyer

<PAGE>


/s/ Bryan K. Bedford          Director                          July 16, 1999
------------------------
Bryan K. Bedford


/s/ Donald E. Benson          Director                          July 16, 1999
------------------------
Donald E. Benson


/s/ Christopher E. Clouser    Director                          July 19, 1999
------------------------
Christopher E. Clouser


/s/ Richard B. Hirst          Director                          July 19, 1999
------------------------
Richard B. Hirst


/s/ John S. Kern              Director                          July 20, 1999
------------------------
John S. Kern


/s/ Carl R. Pohlad            Director                          July 16, 1999
------------------------
Carl R. Pohlad


/s/ Robert C. Pohlad          Director                          July 16, 1999
------------------------
Robert C. Pohlad


/s/ Raymond W. Zehr, Jr.      Director                          July  16, 1999
------------------------
Raymond W. Zehr, Jr.

<PAGE>



                            EXHIBIT INDEX


  Exhibit Number             Description


  4.1       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.

  4.2       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.

  4.3       Articles of Amendment to the Company's Articles of
            Incorporation, dated August 31, 1998. Incorporated by
            reference to the Company's Form 10-Q for the quarter ended
            September 30, 1998.

  4.4       Bylaws.  Incorporated by reference to Exhibit 3.2 to the
            Company's Registration Statement on Form S-4, Registration No.
            33-22977

  4.5       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.

  5.1       Opinion of Briggs and Morgan, Professional Association.

  23.1      Consent of Independent Public Accountants.

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

  24.1      Powers of Attorney (included on Signature Page).


<PAGE>


                                                        EXHIBIT 5.1

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


                                July 28, 1999

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


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

       Re:  Mesaba Holdings, Inc.
            1994 Stock Option Plan
            Registration Statement on Form S-8

  Gentlemen:

       In connection with 450,000 shares of common stock, $.01 par value
  (the "Shares"), of Mesaba Holdings, Inc. (the "Company") issuable upon
  exercise of options granted under the Company's 1994 Stock Option Plan
  (the "Plan") and included in a Registration Statement on Form S-8, we
  have examined such documents and have reviewed such questions of law as
  we have considered necessary and appropriate for the purposes of this
  opinion and, based thereon, we advise you that, in our opinion the
  Shares have been duly authorized by the Company and when duly executed
  and authenticated and paid for and delivered in accordance with the
  terms of the Plan, will be validly issued, fully paid and nonassessable.

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

                                     BRIGGS AND MORGAN,
                                     Professional Association


                                     By /s/ Christopher C. Cleveland

                                     Christopher C. Cleveland


<PAGE>


                                                       EXHIBIT 23.1


              CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

  As independent public accountants, we hereby consent to the
  incorporation by reference in this registration statement of our report
  dated May 7, 1999 incorporated by reference to Mesaba Holdings, Inc.'s
  Form 10-K for the year ended March 31, 1999, and to all references to
  our firm included in this registration statement.



  ARTHUR ANDERSEN LLP

  Minneapolis, Minnesota,
       July _____, 1999



<PAGE>


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


                            July 29, 1999

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




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

       Re:  Mesaba Holdings, Inc.
            Registration Statement on Form S-8
            1994 Stock Option Plan

  Ladies and Gentlemen:

       On behalf of Mesaba Holdings, Inc. (the "Company"), we are
  providing an EDGAR transmission of the Company's registration statement
  on Form S-8 relating to an additional 450,000 shares of the Company's
  common stock which will be issued pursuant to the Company's 1994 Stock
  Option Plan.

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

       Should you have any questions concerning this filing, please
  contact the undersigned at the above number.

                                     Very truly yours,





                                       /s/ Christopher C. Clevelan




                                     Christopher C. Cleveland

  Enclosure
  cc:  John S. Fredericksen