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                          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 (FEE REQUIRED)
For the fiscal year ended March 31, 1996
                                          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 __________ to __________
Commission File No. 0-17895
                                MESABA HOLDINGS, INC.
                (Exact name of registrant as specified in its charter)


             Minnesota                                   41-1616499
----------------------------------           ----------------------------------
(State of other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

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

Registrant's telephone number, including area code:  (612) 726-5151

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, par
value $.01

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, 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. [ ]

The aggregate market value of voting stock held by nonaffiliates of the
registrant as of June 20, 1996 was approximately $133,980,000.

As of June 20, 1996, there were 12,760,046 shares of Common Stock of the
registrant issued and outstanding.


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                                  FORM 10-K/A INDEX

                                                              Page
                                                              ----
PART IV . . . . . . . . . . . . . . . . . . . . . . . . . .    1

     Item 14.  EXHIBITS, FINANCIAL STATEMENT 
               SCHEDULES AND REPORTS ON 
               FORM 8-K . . . . . . . . . . . . . . . . . .    1

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . .    2


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                                       PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)       DOCUMENTS FILED WITH THIS REPORT.

         (3)   Exhibits

         10U.  Term Sheet Proposal for the Acquisition of Saab 340 Aircraft by
               Mesaba Aviation, Inc. dated March 7, 1996 (certain portions 
               omitted and filed separately with the Commission pursuant to a 
               confidential treatment request.)

         10V.  Letter Agreement regarding Saab 340BPlus Acquisition Financing
               dated March 7, 1996 (certain portions omitted and filed 
               separately with the Commission pursuant to a confidential 
               treatment request.)

         10W.  Letter Agreement of April 26, 1996 relating to Airline Services
               Agreement between Mesaba Aviation, Inc. and Northwest Airlines,
               Inc. (certain portions omitted and filed separately with the 
               Commission pursuant to a confidential treatment request.)


                                        - 1 -


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                                      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.


Dated:  October 14, 1996               MESABA HOLDINGS, INC.

                                       By /s/ Bryan K. Bedford
                                          ---------------------
                                          Bryan K. Bedford
                                          President and Chief Executive Officer


                                      - 2 -

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                                EXHIBIT INDEX


                                                         
                                                         
EXHIBIT NO.                        EXHIBIT               
-----------                         -------              


10U.  Term Sheet Proposal for the Acquisition of Saab 340 Aircraft by
      Mesaba Aviation, Inc. dated March 7, 1996 (certain portions 
      omitted and filed separately with the Commission pursuant to a 
      confidential treatment request.)

10V.  Letter Agreement regarding Saab 340BPlus Acquisition Financing
      dated March 7, 1996 (certain portions omitted and filed 
      separately with the Commission pursuant to a confidential 
      treatment request.)

10W.  Letter Agreement of April 26, 1996 relating to Airline Services
      Agreement between Mesaba Aviation, Inc. and Northwest Airlines,
      Inc. (certain portions omitted and filed separately with the 
      Commission pursuant to a confidential treatment request.)