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                                                                   Exhibit 10.16

                                SECOND AMENDMENT

This Second Amendment is entered and made as of October 6, 2000 (the
"Amendment") as an amendment to the Service Agreement dated as of November 11,
1997, by and between US Airways, Inc. ("US Airways") and MESA AIRLINES, INC.
("MesaJet") (the "Agreement"), as amended.

                                   WITNESSETH:

WHEREAS,  US Airways and MesaJet have entered into the Agreement; and

WHEREAS, US Airways and MesaJet amended the Agreement in certain respects on
November 24, 1999 ("First Amendment"); and

WHEREAS, US Airways and MesaJet desire to further amend certain provisions of
the Agreement;

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter
set forth and for good and valuable consideration, the receipt and sufficiency
of which is acknowledged, US Airways and MesaJet hereby agree as follows:

1. The first sentence of Section 7.1 of the Agreement is hereby amended as
follows:

   "This Agreement is effective as of the date and year first written above, and
services provided hereunder will continue, without interruption through *,
unless it is terminated on an earlier date pursuant to the provisions of this
Article 7."

2. Section 12.3 of the Service Agreement is hereby amended to reflect that US
Airways exercised its right of first refusal on Aircraft *. The delivery dates
on the aircraft set forth in that Section shall remain as stated therein. A new
third sentence is hereby added in the first paragraph of that section as
follows:

   "In the event that the proposed merger between UAL Corp. and US Airways is
not consummated, then US Airways' right of first refusal with respect to the *."

3. Except as amended hereby, the Service Agreement shall remain in full force
and effect.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the day and year first above
written.

    MESA AIRLINES, INC.                                  US AIRWAYS, INC.


   /S/ Jonathan Ornstein                       /S/ Thomas M. Hanley
---------------------------                 ------------------------------------
By:                                         By:
Title:                                      Title:
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                                     CONSENT

This consent, dated as of the 6th day of October, 2000 is made by Mesa Airlines,
Inc. ("Mesa), a Nevada corporation having its principal place of business at 410
N. 44th Street, Suite 700, Phoenix, Arizona, 85008 at the request of US Airways,
Inc. ("US Airways"), a Delaware corporation having its principal place business
at 2345 Crystal Drive, Arlington, Virginia, 22227.

                                    RECITALS

      WHEREAS, Mesa and US Airways are parties to that certain Service Agreement
dated November 11, 1997 (as amended, the "Service Agreement") relating to air
transportation services provided by Mesa to US Airways;

      WHEREAS, the Service Agreement specifically provides that neither Mesa's
nor US Airways' right and obligations established under the Service Agreement
may be assigned, in whole or in part, without prior written consent of the
other;

      WHEREAS, US Airways Group, Inc. (" US Airways Group"), the parent company
of US Airways, has entered into a merger agreement (the "Merger Agreement") with
UAL Corporation ("UAL"), United Airlines, Inc.'s parent corporation, pursuant to
which US Airways Group will merge with a subsidiary of UAL and, in connection
with that Merger Agreement, US Airways Group, UAL and Robert Johnson have
entered into a memorandum of understanding to create a new airline to be called
"DC Air",

       *;
       *;

      NOW, THEREFORE be it known that:
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                                     CONSENT

         Pursuant to Article 13.5 of the Service Agreement, Mesa hereby gives
its consent to the assignment by US Airways of up to *. *.

         This Consent is given in anticipation of the consummation of the Merger
Agreement. In the event such acquisition is not consummated by December 31,
2001, this Consent shall be void and of no effect.

         DATED this 6th day of October, 2000.
MESA AIRLINES, INC.

    /s/ Jonathan Ornstein
By:____________________________
Name:__________________________
Title:___________________________