Exhibit 10.42
                                   CCAIR, INC.
                    DIRECTORS' COMPENSATION STOCK OPTION PLAN


     1. Purpose. The Directors' Compensation Stock Option Plan (the "Plan") of
CCAIR, Inc. (the "Company") is adopted by the Company's Board of Directors on
November 14, 1996. The Plan is designed to compensate the Directors of the
Company for their service as members of the Board of Directors and of committees
in lieu of cash compensation.

     2. Nonqualified Stock Options. Options granted under the Plan shall be
granted an nonqualified stock options under the Internal Revenue Code of 1986,
as amended (the "Code").

     3. Administration. The Plan shall be administered by the Board of Directors
of the Company. No member of the Board of Directors of the Company shall be
liable for any action or determination made in good faith with respect to the
Plan or to any option granted thereunder. In addition, directors shall be
eligible for indemnification from the Company, pursuant to the Company's Bylaws,
for any expenses, judgments or other costs incurred as a result of a lawsuit
filed against them or any of them claiming any rights or remedies due to their
participation in the administration of the Plan.

     4. Formula Grant. Each member of the Board of Directors of the Company upon
the adoption of this Plan shall receive options to purchase 20,000 shares of
Common Stock. Any person becoming a director after the effective date of this
Plan shall receive, on the date of such person's election, options to purchase
shares of Common Stock in accordance with the following formula:

  number of whole months
  prior to the next November   x 20,000 = number of shares
         twelve                                   (rounded to the
                                                   nearest 100)

         As an example, a director is elected to serve on February 10,
1997, the formula would be calculated as follows:

           8   (March - October)       x 20,000 = 13,333.33 (13,300).
         ----
          12

Upon the date of the annual meeting of stockholders of the Company
as established by the bylaws of the Company, each member of the
Board of Directors then serving shall receive options to purchase
20, 000 shares of common stock.

     5. Shares Subject to the Plan. The maximum aggregate number of shares of
Common Stock available pursuant to the Plan, subject to adjustment as provided
in Section 8 shall be 300,000 shares of the Company's Common Stock, par value
$.01 per share ("Common

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Stock"). Shares subject to options may be authorized and unissued shares or
previously issued shares which have been acquired by the Company and are held in
its treasury. Shares subject to options that terminate or expire prior to
exercise shall be available for further option grant hereunder.

     6. Terms and Conditions of Options. Stock options granted under the Plan
shall be evidenced by agreements in such form as the Board of Directors may from
time to time approve, which agreements shall comply with and be subject to the
following terms and conditions as applicable:

                  (a)  Number of Shares.  Each option shall state the
         number of shares to which it pertains.

                  (b)  Option Price.  Each option shall state the option
         price, which shall not be less than the fair market value (as
         hereinafter defined) per share of the Common Stock at the time
         the option is granted.  Fair market value shall be determined
         by the Board of Directors on the basis of such factors as it
         deems appropriate; provided, however, that fair market value
         shall be determined without regard to any restriction other
         than a restriction which, by its terms, will never lapse, and
         further provided, however, that if at the time the
         determination of fair market value is made, the Common Stock
         is admitted to trading on a national securities exchange for
         which sales prices are regularly reported, fair market value
         shall not be less than the mean of the high and low asked or
         closing sales prices reported for the Common Stock on that
         exchange on the day (or most recent trading day preceding the
         day on which the option is granted).  For purposes of this
         Plan, the term "national securities exchange" shall include
         the National Association of Securities Dealers Automated
         Quotation System and the over-the-counter market.

                  (c)  Exercise of Options.  Each option shall be
         exercisable in one or more installments during its term, and
         the right to exercise may be cumulative.  At least one hundred
         shares may be purchased at any one time unless the number
         purchased is the total number that may be purchased under the
         option at that time.  No option may be exercised for any
         fraction of a share of Common Stock.

                  (d)  Written Notice and Payment Required.  An option
         granted pursuant to the terms of this Plan shall be exercised
         when written notice of that exercise has been received by the
         Company at its principal office from the person entitled to
         exercise the option and full payment for the shares with
         respect to which the option is exercised has been received by
         the Company.  The purchase price of any shares purchased shall
         be paid in full in cash or by certified or cashier's check
         payable to the order of the Company or, unless prohibited by

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         the applicable option agreement, by shares of Common Stock or
         by a combination of cash, check, and (unless prohibited by the
         applicable option agreement) shares of Common Stock. If any
         portion of the purchase price is paid in shares of Common
         Stock, those shares shall be tendered at their then fair
         market value as determined in accordance with Section 6(b).

                  (e)  Compliance With Securities Laws.  The options
         granted under the Plan and the shares issuable pursuant to the
         Plan may, at the option of the Company, be registered under
         applicable federal and state securities laws, but the Company
         shall have no obligation to undertake any such registrations.
         Shares of Common Stock shall not be issued with respect to any
         option granted under the Plan unless the exercise of that
         option and the issuance and delivery of those shares pursuant
         to that exercise shall comply with all relevant provisions of
         state and federal law including, without limitation, the
         Securities Act of 1933, as amended, the rules and regulations
         promulgated thereunder, and the requirements of any stock
         exchange upon which the shares may then be listed, and shall
         be further subject to the approval of counsel for the Company
         with respect to such compliance.  The Board of Directors may
         also require an optionee to furnish evidence satisfactory to
         the Company, including a written and signed representation
         letter and consent to be bound by any transfer restriction
         imposed by law, legend, condition, or otherwise, that the
         shares are being purchased only for investment and without any
         present intention to sell or distribute the shares in
         violation of any state or federal law, rule, or regulation.
         Further, each optionee shall consent to the imposition of a
         legend on the shares of Common Stock subject to his or her
         option restricting their transferability as required by law or
         by this Plan.

                  (f)  Options Are Transferable.  Options granted pursuant
         to this Plan may not be sold, pledged, assigned, or
         transferred in any manner otherwise than in accordance with
         this paragraph.  Options may be transferred by gift, by will
         or the laws of descent or distribution to family members or to
         charitable organizations qualifying under Section 501(c)(3) of
         the Code.

                  (g)  Duration of Options.  Each option and all rights
         thereunder granted pursuant to the terms of this Plan shall
         expire on the date specified in the applicable option
         agreement, but in no event shall any option expire later than
         10 years from the date on which the option is granted. In
         addition, each option shall be subject to early termination as
         provided in the Plan or applicable option agreement.

                  (h)  Termination of Services as a Director.  Except as
         otherwise provided in the applicable option agreement, if an

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         optionee ceases to serve as a Director of the Company for any
         reason other than retirement, disability or death, any options
         granted within six months preceding the date that service as
         a Director ceases shall terminate on such date.  All other
         options shall be unaffected and shall remain in full force and
         effect.

                  (i)  Rights as a Stockholder.  An optionee or a permitted
         transferee of an option shall have no rights as a stockholder
         with respect to any shares issuable or deliverable pursuant to
         this Plan until the date of the issuance of a stock
         certificate to him for such shares.  No adjustment shall be
         made for dividends (ordinary or extraordinary, whether in
         cash, securities or other property) or distributions or other
         rights for which the record date is prior to the date such
         stock certificate is issued, except as provided in Section 8.

                  (j)       Option Agreements.  The option agreements
         authorized under the Plan may differ from one another and
         shall contain such other provisions not inconsistent with the
         Plan as applicable as the Board of Directors may in its
         discretion deem advisable from time to time.

     7. Tax Withholding. The exercise of any option granted under the Plan is
subject to the condition that if at any time the Company shall determine, in its
discretion, that the satisfaction of withholding tax or other withholding
liabilities under any state or federal law is necessary or desirable as a
condition of, or in any connection with, such exercise or the delivery or
purchase of shares pursuant thereto, then in such event, the exercise of the
option shall not be effective unless such withholding tax or other withholding
liabilities shall have been satisfied in a manner acceptable to the Company.

     8. Changes in Stock. In the event of a stock dividend, split-up or
combination of shares, recapitalization or merger in which the Company is the
surviving corporation or other similar capital change, an appropriate and
proportionate adjustment shall be made in the maximum number and kind of shares
as to which options may be granted under the Plan. A corresponding adjustment
changing the number or kind of shares allocated to unexercised options granted
prior to such change shall likewise be made. Any adjustment in outstanding
options shall be made without change in the aggregate purchase price applicable
to the unexercised portion of the option, but with a corresponding adjustment in
the price for each share covered by the option. In making any adjustment
pursuant to this section, any fractional shares shall be disregarded. In the
event of a consolidation or a merger in which the Company is not the surviving
corporation, or any other merger in which the stockholders of the Company
exchange their shares of stock in the Company for stock of another corporation,
or in the event of complete liquidation of the Company, or in the case of a

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tender offer accepted by the Board of Directors, all outstanding options shall
thereupon terminate, provided that the Board may, prior to the effective date of
any such consolidation or merger, either (i) make all outstanding options
immediately exercisable, or (ii) authorize a payment to each optionee that
approximates the economic benefit he or she would have realized if his option
were exercised immediately before such effective date, or (iii) arrange to have
the surviving corporation grant to the optionees replacement options on terms
which the Board shall determine to be fair and reasonable.

     9. Effective Date of Plan. This Plan became effective on November 14, 1996,
when it was adopted by the Company's Board of Directors and shall continue to be
effective only so long as there remain outstanding, and only with respect to,
unexercised, nonqualified options issued under the Plan, which are not
surrendered for issuance of replacement nonqualified options under the Plan.

     10. Termination and Amendment of Plan. The Plan may be terminated at any
time by the Board of Directors. Unless sooner terminated the Plan shall
terminate no later than November 14, 1999. No options shall be granted under the
Plan after that date. Subject to the limitation contained in Section 11, the
Board of Directors may at any time amend or revise the terms of the Plan,
including the form and substance of the option agreements to be used hereunder.

     11. Prior Rights and Obligations. No amendment, suspension, or termination
of the Plan shall, without the consent of the optionee, alter or impair any of
that optionee's rights or obligations under any option granted under the Plan
prior to such amendment, suspension, or termination.

     IN WITNESS WHEREOF, this Directors' Compensation Stock Option
Plan is executed on behalf of the Company as of November 14, 1996.

                                                              CCAIR, Inc.


                                                              By:           
                                                                  President
ATTEST:

                        
Assistant Secretary

c:\ccair\stockopt\dir-comp.pln(wrp)

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