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                                                                   Exhibit 10.19


                                 FIFTH AMENDMENT

         This Fifth Amendment is entered and made as of this 17th day of
October, 2002 (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. as amended ("MesaJet" or "Mesa") (the "Agreement").

                                   WITNESSETH:

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

         WHEREAS, US Airways and Mesa have entered into the First Amendment to
the Agreement dated as of November, 24, 1999 (the "First Amendment"); and

         WHEREAS, US Airways and Mesa have entered into the Second Amendment to
the Agreement dated as of October 6, 2000 (the "Second Amendment"); and

         WHEREAS, Mesa has entered into a Consent Agreement dated as of October
6, 2000; and

         WHEREAS, US Airways and Mesa have entered into the Third Amendment to
the Agreement dated as of October 17th, 2002 (the "Third Amendment"); and

         WHEREAS, US Airways and Mesa have entered into the Fourth Amendment to
the Agreement dated as of October 17th, 2002 (the "Fourth Amendment"); and

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

         NOW THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth and for other good and valuable consideration, the receipt
and sufficiency of which is acknowledged, and intending to be legally bound, US
Airways and Mesa hereby agree as follows:

1)       The following Section 2.1(b) is hereby added to the Agreement: SECTION
2.1(B)

         MesaJet will deploy * aircraft, or other similar aircraft subject to
         mutual agreement of the parties, under the Agreement (hereinafter
         referred to as
<PAGE>
         the "Additional Aircraft"), at financing terms and return conditions
         reasonably acceptable to US Airways and in compliance with the
         applicable provisions * protocol as ratified by US Airways ALPA on
         August 8, 2002, based on the delivery schedule attached hereto as
         Exhibit 2.1(b):

2)       Section 5.1 is amended by adding before the word "pursuant" in the
         forth line of the first paragraph "and Additional Aircraft."

3)       Section 5.2(p) "Aircraft Ownership Cost Per Month" is amended by adding
         the following paragraph to the Section:

         The Aircraft Ownership variable for the Additional Aircraft shall be
         the actual monthly lease costs for said aircraft. However, if prior to
         the execution of the documentation procuring Additional Aircraft, US
         Airways is able to arrange for Mesa to receive more favorable financial
         terms from the aircraft owner or lessor for the Additional Aircraft at
         Mesa, the more favorable financial terms will replace those
         contemplated in Section 5.2 of the Agreement (as amended by the Third
         Amendment) for the Additional Aircraft.

4)       Section 5.4(b) "Annual Wages Per Crew - Pilot" is amended by adding the
         following sentence to the Section:

         The Annual Wages Per Crew - Pilot variable will be updated to reflect
         the impact of actual pilot seniority and related pay scales related to
         the Additional Aircraft.

5)       Section 5.4(f) "Annual Wages Per FA" is amended by adding the following
         sentence to the Section:

         The Annual Wages Per FA variable will be updated to reflect the impact
         of actual flight attendant seniority and related pay scales related to
         the Additional Aircraft.

6)       Section 5.4(i) "Maintenance Per Block Hour" is amended by adding the
         following sentence to the Section:

         The Maintenance Per Block Hour variable will be adjusted to reflect
         actual third party maintenance block hour costs related to the
         Additional Aircraft, subject to mutual agreement of the parties, such
         agreement not to be unreasonably withheld by either party.

7)       Section 5.4(q) "Mesa Profit as a Percent of Total" is amended by adding
         the following sentence to the Section:
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         The Mesa Profit as a Percent Total variable for the Additional Aircraft
         shall be *.

8)       Section 5.12, "Reimbursable Expenses" is amended by adding the
         following sentence to the Section:

         For the invoiced amount related to the Additional Aircraft, U.S.
         Airways agrees to pay an administrative fee equal to *.

9)       The following Section 5.17 is hereby added to the Agreement:

         SECTION 5.17 - START-UP CREDIT

         Commencing upon the first business day of the calendar month following
         the later of: (x) the completion of Audit as defined in the Fourth
         Amendment to the Agreement; or (y) US Airways' emergence from Chapter
         11 (the "Payment Start Date"), US Airways shall pay to Mesa (or, in the
         event money is owed to US Airways, Mesa shall pay to US Airways) the
         "Startup Credit" payment, which shall be calculated as the sum of: (z)

         * to be paid by US Airways to Mesa; and (w) the Audit Amount (as
         defined in the Fourth Amendment to the Agreement, and which could
         result in a payment to either party), which Startup Credit payment
         shall be made in twelve (12) equal monthly installments.

10)      The following Section 7.6 is hereby added to the Agreement:

         SECTION 7.6 - TERM AND TERMINATION OF ADDITIONAL AIRCRAFT

         (a)      This Agreement with respect to the Additional Aircraft is
         effective as of the date and year first written above, and Services
         provided hereunder will continue, without interruption until the tenth
         (10th) anniversary of the date the first Additional Aircraft is added
         to Mesa's fleet pursuant to Section 2.1(b) of the Agreement (as amended
         by this Fifth Amendment), unless it is terminated on an earlier date
         pursuant to the provisions in Article 7 of the Agreement or as
         described in (b) as follows. US Airways, at its sole option, may extend
         the Agreement with respect to the Additional Aircraft by two (2) years
         upon written notification to MesaJet at any time up to twelve (12)
         months before the 10th anniversary of the date the first Additional
         Aircraft is added to Mesa's fleet pursuant to Section 2.1(b) of the
         Agreement (as amended by this Fifth Amendment). To accomplish an
         orderly termination of this Agreement with respect to the Additional
         Aircraft, the Parties agree that any termination of this Agreement with
         respect to the Additional Aircraft shall be on an aircraft-by-aircraft
         basis with no more than * Additional Aircraft terminated hereunder and
         returned to MesaJet each month and, to the extent necessary, the
         Parties agree to extend the term of this Agreement (but in no event
         longer than * with respect to
<PAGE>
         the Additional Aircraft to accommodate the orderly termination of the
         Services under this Agreement with respect to the Additional Aircraft.

         (b)      US Airways shall have the right, commencing at the *
                  anniversary of the date the first Additional Aircraft is added
                  to Mesa's fleet pursuant to Section 2.1(b) of the Agreement,
                  to terminate this Agreement with respect to the Additional
                  Aircraft in the event in US Airways' sole discretion subject
                  to its good faith determination that *, at any time upon three
                  hundred sixty five (365) days' prior written notice to Mesa.
                  Termination of this Agreement with respect to the Additional
                  Aircraft will not relieve either party from any obligation or
                  liability accrued hereunder prior to the time of termination.
                  To accomplish an orderly termination of this Agreement with
                  respect to the Additional Aircraft, the parties agree that any
                  such termination shall be on an aircraft-by-aircraft basis
                  with no more than * Additional Aircraft terminated hereunder
                  each month and, to the extent necessary, the parties agree to
                  extend the term of this Agreement (but in no event longer than
                  *) with respect to the Additional Aircraft to accommodate the
                  orderly termination of the Services pursuant to this Agreement
                  with respect to the Additional Aircraft. In the event of such
                  early termination, at Mesa's option, US Airways shall assume
                  payment of Mesa's lease payments for such terminated
                  Additional Aircraft and upon such assumption, may elect to
                  operate such aircraft or to cause such aircraft to be operated
                  by another party, such election to be made at US Airways'
                  discretion, until the expiration of the lease of such
                  terminated Additional Aircraft to Mesa (but in no event longer
                  than the term reviewed by US Airways at the time such aircraft
                  were first placed into the Service in accordance with Section
                  2.1(b); or other term, provided that in the event Mesa
                  undertakes to amend the term or other conditions of the leases
                  of any of the Additional Aircraft subsequent to such aircraft
                  entering the Service, such amendments shall have been approved
                  in writing by US Airways prior to their execution) and shall
                  assume the responsibility to satisfy all return condition
                  obligations pursuant to the lease of such terminated
                  Additional Aircraft to Mesa (but in no event more than the
                  obligations reviewed by US Airways at the time such aircraft
                  were first placed into the Service in accordance with Section
                  2.1(b); or other obligations, provided that in the event Mesa
                  undertakes to amend the return obligations of the leases of
                  any of the Additional Aircraft subsequent to such aircraft
                  entering the Service, such amendments shall have been approved
                  in writing by US Airways prior to their execution).

11)      Article 12 "Option for Additional Aircraft" is hereby deleted in its
         entirety.

Except as reflected above, the Agreement remains unchanged in all other
respects. Upon its execution, this Fifth Amendment, together with the Agreement,
will be the complete
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and binding understanding of the Parties with respect to the terms and
conditions of the Agreement, as amended by the terms set forth herein.

Subject to mutual agreement, Mesa and US Airways agree to enter into a
restatement of the terms and conditions of the Service Agreement, as amended, in
order to substitute Mesa Air Group, Inc. as the signatory party to the
Agreement.

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


MESA AIRLINES, INC.                            US AIRWAYS, INC.



/S/ Michael Lotz                                /S/ N. Bruce Ashby
By:  Michael Lotz                              By:       N. Bruce Ashby
Title:  President                              Title:    Sr. Vice President
                                                         Corporate Development
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                                    EXHIBIT A

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