<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ------------------------------
                                  FORM 10-K/A
(MARK ONE)

     [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE ACT OF 1934 (NO FEE REQUIRED EFFECTIVE OCTOBER 7, 1996)
          FOR THE FISCAL YEAR ENDED MARCH 31, 1997
                                       OR
     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
          FOR THE TRANSITION PERIOD FROM
                                        ---------------------------

                          COMMISSION FILE NO: 0-26432

                              AIRWAYS CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                               <C>       
                     DELAWARE                                                 59-3315474
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
</TABLE>

                         6280 HAZELTINE NATIONAL DRIVE
                             ORLANDO, FLORIDA 32822
          (Address of principal executive offices, including zip code)
                                 (407) 859-1579
                (Registrant's phone number, including area code)

                           -------------------------

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

        TITLE OF EACH CLASS           NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------------------------  -----------------------------------------
   COMMON STOCK , $.01 PAR VALUE                      N/A

         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 (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.
YES  [X]  NO [ ]

         INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO
ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED,
TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K. [X]

         THE AGGREGATE MARKET VALUE OF VOTING STOCK HELD BY NON-AFFILIATES OF
THE REGISTRANT, COMPUTED BY REFERENCE TO THE LAST REPORTED PRICE AT WHICH THE
STOCK WAS SOLD ON JUNE 17, 1997, WAS $46,318,643. FOR PURPOSES OF THE ABOVE
STATEMENT ONLY, ALL DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ARE
ASSUMED TO BE AFFILIATES.

         THE NUMBER OF SHARES OF THE REGISTRANT'S COMMON STOCK, $.01 PAR VALUE,
OUTSTANDING AS OF JUNE 17, 1997, WAS 9,067,937.



==============================================================================



<PAGE>   2


                              AIRWAYS CORPORATION

                            FORM 10-K ANNUAL REPORT
                       FOR THE YEAR ENDED MARCH 31, 1997


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers and directors of the Company are as follows:

<TABLE>
<CAPTION>
              Name                       Age                                       Position
---------------------------------     -----------     -------------------------------------------------------------------
<S>                                       <C>         <C>                                   
Robert D. Swenson                         43          Chairman of the Board, President and Chief Executive 
                                                      Officer of the Company and AirTran
John K. Ellingboe                         46          Director of the Company and AirTran
Roger T. Munt                             48          Director of the Company and AirTran
Alan R. Stephen                           50          Director of the Company and AirTran
Mark B. Rinder                            40          Vice President, Finance and Chief Financial Officer of 
                                                      the Company and AirTran
Lawrence H. Brinker                       47          Chief Counsel and Company Secretary of the Company 
                                                      and AirTran
Cathy Hoag                                40          Vice President, Sales and Marketing of AirTran
Gustavo A. Carbonell                      32          Vice President, Planning and Scheduling of AirTran
Klaus Goersch                             31          Vice President, Operations of AirTran
Carl L. Millican                          39          Vice President, Maintenance of AirTran
</TABLE>


Robert D. Swenson, a Class III Director, has served as Chairman of the Board and
Chief Executive Officer of the Company since 1995 and as Chairman of the Board
of AirTran since 1994. From 1994 to January 1995, Mr. Swenson was President of
AirTran. On July 10, 1996, the Board of Directors of the Company and AirTran
re-appointed him to the office of President of the Company and President and
Chief Executive Officer of AirTran. Mr. Swenson served as a director, President
and Chief Executive Officer of Mesaba Holdings, Inc. and its subsidiary, Mesaba
Aviation, Inc. from 1981 to 1995 and was Chairman of the Board of Mesaba
Holdings, Inc. and Mesaba Aviation, Inc. from 1986 to 1995. Mr. Swenson also
served as President of Mesaba's predecessor from 1978 until 1981. Mr. Swenson
holds an Airline Transport Pilot certificate with flight instructor privileges
and is type rated in the Fokker F-27 aircraft. Mr. Swenson was a member of the
Board of Directors of the Regional Airline Association from 1985 through 1988
and served as Treasurer of the Association during 1987 and 1988. He was elected
to serve as Vice Chairman of the Board of Directors of the Association for 1992
and was elected Chairman for 1993.

John K. Ellingboe, a Class I Director, has served as a director of the Company
since 1995 and a director of AirTran since 1994. Mr. Ellingboe served as a
director of Mesaba Holdings, Inc. from 1990 to 1995. Since June 1996, Mr.
Ellingboe has been Chief Executive Officer of PMSA Management Group, LLC, a
management consulting firm. From 1993 to May 1996, he was Senior Vice
President, Business Development, General Counsel and Secretary of Fingerhut
Companies, Inc. From 1990 to 1993, he was 



                                       2
<PAGE>   3


Vice President, General Counsel and Secretary of Fingerhut Companies, Inc.
Prior to 1990, he was an attorney in private practice.

Roger T. Munt, a Class II Director, has served as a director of the Company
since 1995 and a director of AirTran since 1994. Mr. Munt served as a director
of Mesaba Holdings, Inc. from 1984 to 1995. Mr. Munt served as Executive Vice
President and Chief Operating Officer of IGM, Inc. from 1994 to 1996 and was
President of Munt & Associates from 1992 to 1994. He served as General Manager
of Helijet U.S., Inc. from 1990 to 1992. He was Vice President of Marketing and
Strategic Planning of Dee Howard Co. from 1988 to 1990, and served as the
Senior Vice President of Marketing for Fairchild Aircraft Corporation, an
aircraft manufacturer, from 1984 to 1988.

Alan R. Stephen, a Class III Director, has served as a director of the Company
since 1995 and a director of AirTran since 1994. Mr. Stephen served as a
director of Mesaba Holdings, Inc. from 1987 to 1995. Mr. Stephen has been
President of Twin Otter International, Ltd. since 1987. From 1978 to 1987, Mr.
Stephen was Executive Vice President of the Regional Airline Association in
Washington, D.C.

Mark B. Rinder has been the Vice President, Finance and Chief Financial Officer
of the Company and AirTran since February 1996. From 1993 through 1995, Mr.
Rinder was Vice President, Finance of Caterair International Corporation, and
from 1991 to 1993 was Vice President, Business Development for Europe and North
America for that company. From 1989 to 1991, Mr. Rinder served Marriott
Corporation and Caterair International Corp. as their Controller for European
operations.

Lawrence H. Brinker has been the Chief Counsel and Company Secretary of the
Company and AirTran since March 1997. Prior to that, he was Counsel to the
Washington, D.C. law firm of Patton Boggs, L.L.P. Mr. Brinker has also been an
Aviation Safety Inspector with the Federal Aviation Administration, Director of
Operations for Mountain Air Cargo, Counsel to the Commander in Chief, United
States Special Operations Command and an instructor pilot with the United States
Air Force.

Cathy Hoag has been Vice President of Sales and Marketing of AirTran since
February 1996. From 1990 to 1996, Ms. Hoag served as Director of Advertising for
The Hertz Corporation and, prior to that, she served in several other
marketing-related positions with The Hertz Corporation.

Gustavo A. Carbonell has served as Vice President of Planning and Scheduling of
AirTran since March 1995. From 1992 to 1994, he served as Director of Planning
and Scheduling for Mesa Air Group. Prior thereto, he was a Manager of Market
Planning and Analysis for Southwest Airlines.

Klaus Goersch has been Vice President of Operations of AirTran since September
1996. From 1989 to 1996, he served as Director of Training for Mesaba Airlines.
From 1986 to 1989 he served as a pilot for Comair, GP Express Airlines
and NMP.

Carl L. Millican has been Vice President of Maintenance and Engineering of
AirTran since December 1996. Prior thereto, he served in several positions
including Director of Technical Services, Director of Maintenance and Director
of Quality Control at Mesaba Airlines from 1986 to 1996. He also served as
Maintenance Chief Supervisor at Pilgrim Airlines from 1980 to 1985.


                                       3
<PAGE>   4


ITEM 11.  EXECUTIVE COMPENSATION

The following compensation table sets forth, for the fiscal year ended March
31, 1997 ("1997"), the cash and certain other compensation paid by the Company
to its Chief Executive Officer and the Company's other executive officers
whose compensation for 1997 exceeded $100,000 (collectively, the "Named
Executive Officers"). No other executive officer earned an annual salary and
bonus in excess of $100,000 during such year.

<TABLE>
<CAPTION>
                                                                                         Long-Term
                                   Annual Compensation                              Compensation Awards
                                 ------------------------                           -------------------
                                                                    Other Annual     Shares Underlying
Name and Principal Position      Year    Salary     Bonus           Compensation         Options
-------------------------------------    ------     -----           ------------    -------------------

<S>                              <C>    <C>        <C>              <C>                   <C>          
Robert D. Swenson                1997   $161,088   $   --           $ 78,100(1)            75,000     
  Chairman and Chief             1996     30,771       --                 --              250,000     
  Executive Officer of the                                                                            
  Company, Chairman of AirTran                                                                         
                                                                                                      
John F. Horn(2)                  1997     42,283       --            115,975(2)                --     
  President of the Company       1996    140,005    1,855                 81              100,000     
  and President and Chief                                                                             
  Executive Officer of AirTran                                                                        
                                                                                                      
Mark B. Rinder                   1997    116,800       --                 --               10,000     
  Vice President, Finance and                                                                         
  Chief Financial Officer of                                                                          
  the Company and AirTran                                                                         
                                                                                                      
Cathy Hoag                       1997    110,284       --                 --               10,000     
  Vice President, Sales and                                                              
  Marketing of AirTran
</TABLE>




--------------------------

(1)      Includes relocation costs for the Swensons ($40,000), rental of the 
         Swensons' home in Orlando, Florida ($ 19,600) and the cost of 
         transporting the Swenson family twice annually to their principal 
         home in Anchorage, Alaska ($ 12,000).

(2)      Mr. Horn retired on July 10, 1996 and the other annual compensation
         includes compensation paid in connection with the post-employment
         period.

OPTION GRANTS IN LAST FISCAL YEAR

The following table shows all grants of options to the Named Executive Officers
of the Company in 1997. The options were granted under the Company's 1995 Stock
Option Plan. Pursuant to SEC rules, 


                                       4
<PAGE>   5

the table also shows the value of the options granted at the end of the option
terms (six years) if the stock price were to appreciate annually by 5% and 10%,
respectively, from the date the options were granted. There is no assurance
that the stock price will appreciate at the rates shown in the table.

<TABLE>
<CAPTION>
                                         Individual Grants
                    -----------------------------------------------------------   Potential Realizable Value
                                        Percent                                    at Assumed Annual Rates of 
                       Number of     of Total Options                              Stock Price Appreciation 
                       Securities      Granted to                                     for Option Term       
                      Underlying      Employees in      Exercise or   Expiration    -------------------------
                    Options Granted  the Fiscal Year    Base Price      DATE           5%          10%
                    ---------------  ---------------   ------------  -----------   ----------  -------------
<S>                     <C>                <C>          <C>          <C>            <C>        <C>       
Robert D. Swenson       75,000             23%          $   5.25      7/25/02       $527,663   $697,552  
Mark B. Rinder           5,000              2%              5.25      7/25/02         35,178     46,503  
Mark B. Rinder           5,000              2%              3.00     12/22/02         20,101     26,573  
Cathy Hoag               5,000              2%              5.25      7/25/02         35,178     46,503  
Cathy Hoag               5,000              2%              3.00     12/22/02         20,101     26,573  
</TABLE> 
                                           

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES

The following table provides information as to options exercised by each of the
Named Executive Officers of the Company during 1997 and the value of options
held by such officers at year end.

<TABLE>
<CAPTION>
                                                     Number of Securities           Value of Unexercisable
                          Shares                   Underlying Unexercised            In-the-Money Options
                         Acquired                    Options at 3/31/97                    3/31/97
                            on         Value     ---------------------------      ---------------------------
Name                     Exercise    Realized    Exercisable   Unexercisable      Exercisable   Unexercisable
----                     --------    --------    -----------   -------------      -----------   -------------
<S>                             <C>        <C>     <C>             <C>             <C>            <C>     
Robert D. Swenson               -          -       325,000             -           $759,375       $      -
Mark B. Rinder                  -          -        30,000         5,000              1,875         13,125
Cathy Hoag                      -          -        30,000         5,000              1,875         13,125
</TABLE>

-------------------
 (1)   The closing sale price of the Common Stock on March 31, 1997 (the last
       trading day of the Company's fiscal year) as reported by NASDAQ was
       $5.625 per share. Value is calculated by multiplying (a) the difference
       between $5.625 and the option exercise price by (b) the number of shares
       of Common Stock underlying the option.




COMPENSATION OF DIRECTORS

Directors who are not employees of the Company receive a fee of $1,500 per
quarter and are reimbursed for out-of-pocket expenses incurred in performing
their duties as directors. Under the 1995 Director Stock Option Plan, an option
to purchase 4,000 shares of common stock is automatically granted to each
non-employee director on April 25 of each year priced at 100% of the fair
market value of the Company's common stock on the date of grant. John K.
Ellingboe, Roger T. Munt and Allan R. Stephen 



                                      5
<PAGE>   6

were each granted options to purchase 4,000 shares of common stock on April 25,
1996. The options have a term of six years and became exercisable on the first
anniversary of the date of grant.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

The following table sets forth, as of July 1, 1997, the number of shares of
Common Stock of the Company which were owned beneficially by (i) each person
who is known by the Company to own beneficially more than 5% of its Common
Stock, (ii) each director and nominee for director, (iii) the Named Executive
Officers (as defined in "Executive Compensation") and (iv) all directors and
executive officers of the Company as a group:


<TABLE>
<CAPTION>
 Name and Address of                        Amount and Nature of             Percentage of
  Beneficial Owner(1)                    Beneficial Ownership(2)(3)(4)    Outstanding Shares(2)
-----------------------                  -----------------------------    ---------------------
<S>                                              <C>                            <C>        
Carl R. Pohlad                                   1,379,310                      15.33%     
 Pohlad Companies                                                                          
 3800 Dean Bosworth Plaza                                                                  
 60 South Street                                                                           
 Minneapolis, MN 55402                                                                     
                                                                                           
Lowell T. Swenson                                                                          
 1020 Centennial Drive                             462,748(6)                   5.10%      
 Thief River Falls, MN 56701                                                               
                                                                                           
Robert D. Swenson                                  707,895(7)                   7.54%      
Alan R. Stephen                                     42,000                        (5)        
John K. Ellingboe                                   29,620                        (5)        
Roger T. Munt                                       10,000                        (5)        
Mark B. Rinder                                      31,000                        (5)        
Cathy Hoag                                          30,000                        (5)        
All directors and executive                                                                
officers as a group (11 persons)                   890,515                      9.37%      
</TABLE>
                                                                                

(1)      Unless otherwise indicated, the address of each beneficial owner is
         Airways Corporation, 6280 Hazeltine National Drive, Orlando, Florida
         32822.

(2)      A person is deemed to be the beneficial owner of securities that can
         be acquired by such person within 60 days from the date hereof upon
         exercise of options and warrants. Each beneficial owner's percentage
         ownership is determined by assuming that options and warrants that are
         held by such person (but not those held by any other person) and that
         are exercisable within 60 days from the date hereof have been
         exercised.

(3)      Includes shares which may be acquired within the next 60 days in the
         following amounts by exercise of stock options: R. D. Swenson --
         325,000; A. Stephen -- 8,000; J. Ellingboe -- 8,000; R. Munt -- 8,000;
         M. Rinder -- 30,000; C. Hoag -- 30,000; and all directors and
         executive officers as a group -- 444,000.

(4)      The shares shown do not include the following shares of common stock
         which are subject to stock options that are not exercisable within the
         next 60 days: A. Stephen -- 4,000; J. Ellingboe -- 4,000; R Munt --
         4,000; M. Rinder -- 5,000; C. Hoag -- 5,000; and all directors and
         executive officers as a group --97,000.



                                       6
<PAGE>   7


(5)      Ownership is less than one percent (1%) of total shares outstanding.

(6)      Includes 100,000 shares of Common Stock for which Mr. Swenson shares
         voting power with his wife.

(7)      Includes (i) 83,220 shares of Common Stock held by Mr. Swenson's wife
         and (ii) 69,720 shares of Common Stock Mr. Swenson holds as custodian
         for his minor children.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In January 1996, AirTran entered into an agreement with MarketLink, Inc., a
Minnesota corporation, pursuant to which MarketLink was retained to provide an
automated telephone system for AirTran, inclusive of hardware, software and
associated accessories. The agreement calls for monthly payments to MarketLink
of $4,400 for services provided under the agreement for a term of 36 months
and $95.00 per hour plus out-of-pocket costs for all development,
programming, testing and installation provided by MarketLink for applications
requested by AirTran for purposes other than specified in the agreement. During
1997, the Company paid MarketLink $4,400. John F. Horn, an executive officer
and director of the Company and AirTran during the year ended March 31, 1996,
was the Chairman of the Board of MarketLink from January 1993 until May 1996.
MarketLink is a publicly traded company of which Mr. Horn is a 5.7% beneficial
owner. The transaction with MarketLink was reviewed and approved by all members
of the Board, except Mr. Horn, who abstained from voting.




                                       7

<PAGE>   8


                                   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.

                                        AIRWAYS CORPORATION
                                        REGISTRANT

                                        By: /S/  Mark B. Rinder
                                            -------------------------------
                                        Mark B. Rinder
                                        Vice President, Finance and
                                        Chief Financial Officer



Date:  July 31, 1997



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