<PAGE>   1
                                    Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
              [ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1997

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

            For the transition period from ___________ to __________

                        Commission File Number 333-13071

                               ASA Holdings, Inc.
                               ------------------
             (Exact name of registrant as specified in its charter)


           Georgia                                     58-2258221
           -------                                     ----------
  (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                       Identification Number )


  100 Hartsfield Centre Parkway, Suite 800, Atlanta, Georgia    30354
  -------------------------------------------------------------------   
  (Address of principal executive offices)                    (Zip Code)

                                 (404) 766-1400
                                 -------------- 
               (Registrant's telephone number including area code)


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
                                     ---    ---   


As of August 6, 1997 there were 29,809,977 shares of common stock outstanding.




                                       -1-


<PAGE>   2

                               ASA HOLDINGS, INC.
                                     INDEX


<TABLE>   
<CAPTION>        
                                                                                                   Page No.
<S>                                                                                                   <C>
Part I-Financial Information

      Item 1. Condensed Consolidated Financial Statements                                     
         Balance Sheets- June 30, 1997 and December 31, 1996
            Assets                                                                                      3
            Liabilities and Shareholders' Equity                                                        4

         Statements of Income- Three months and six months
            ended June 30, 1997  and June 30, 1996                                                      5

         Statements of Cash Flows- Six months ended
            June 30, 1997 and June 30, 1996                                                             6

         Notes to Condensed Consolidated Financial Statements                                           7

      Item 2. Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                                                     8

Part II-Other Information

      Item 4. Submission of Matters to a Vote of Security Holders                                      15

      Item 6. Exhibits and Reports on Form 8-K                                                         15

Signatures                                                                                             17

Exhibits Index                                                                                         18

Exhibits
               10(a)   Bombardier Purchase Agreement No. P.A.-0372 and related Letter Agreements

                11     Statement Re: Computation of Per Share Earnings

                27     Financial Data Schedule (for SEC use only)
</TABLE>





                                      -2-



<PAGE>   3

Part I- Financial Information
     Item 1. Condensed Consolidated Financial Statements

                               ASA HOLDINGS, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                           (In Thousands of Dollars)

<TABLE>
<CAPTION>
                                                                  June 30,                     December 31,
                                                                    1997                           1996
                                                                  --------                       --------
                                                                 (unaudited)                    (audited)
<S>                                                               <C>                            <C>
Assets
Current Assets
  Cash and cash equivalents                                       $110,544                       $137,469
  Marketable securities                                             61,304                         52,653
  Accounts receivable                                                6,722                          6,553
  Expendable parts                                                   6,051                          8,145
  Other current assets                                               2,464                          2,904
                                                                  --------                       --------
                                                                   187,085                        207,724

Property and Equipment
  Flight equipment                                                 459,171                        456,809
  Other property and equipment                                      15,991                         15,515
  Advance payments on property and equipment                        25,337                            137
                                                                  --------                       --------

                                                                   500,499                        472,461
  Less accumulated depreciation and amortization                   218,096                        203,181
                                                                  --------                       --------
                                                                   282,403                        269,280

Other Assets
  Long-term investments                                             16,225                              -
  Excess of cost over fair value of
    tangible assets acquired                                         2,707                          2,760
  Other assets                                                       6,501                          6,473
                                                                  --------                       --------
                                                                    25,433                          9,233

Total Assets                                                      $494,921                       $486,237
                                                                  ========                       ========
</TABLE>



See notes to condensed consolidated financial statements.




                                       3

<PAGE>   4

                               ASA HOLDINGS, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                           (In Thousands of Dollars)


<TABLE>
<CAPTION>
                                                                          June 30,             December 31,
                                                                            1997                   1996
                                                                          --------               --------
                                                                         (unaudited)            (audited)
<S>                                                                       <C>                    <C>        
Liabilities and Shareholders' Equity                                                
Current Liabilities                                                                 
   Current portion of long-term debt                                      $ 23,053               $ 25,576
   Accounts payable                                                         21,603                 18,403
   Air traffic liability                                                     1,804                  4,346
   Accrued compensation and related expenses                                 9,900                  7,286
   Accrued interest payable                                                  1,166                  1,319
   Other accrued expenses                                                    3,139                  3,075
   Income taxes payable                                                      3,550                    -
                                                                          --------               --------
                                                                            64,215                 60,005
                                                                                    
Long-Term Debt                                                              83,507                 94,618
                                                                                    
Other Non-Current Liabilities                                                1,929                  1,763
                                                                                    
Deferred Income Taxes                                                       69,690                 69,635
                                                                                    
Shareholders' Equity                                                                
   Common stock, $.10 par value; authorized 150,000,000                             
   shares; issued 29,799,977 at 6/30/97 and 29,993,570 at 12/31/96           2,980                  2,999
   Retained earnings                                                       272,574                257,219
   Unrealized holding gain (loss) on investments                                26                     (2)
                                                                          --------               --------
                                                                           275,580                260,216
                                                                          --------               --------
                                                                                    
                                                                                    
                                                                                    
Total Liabilities and Shareholders' Equity                                $494,921               $486,237
                                                                          ========               ========
</TABLE>



See notes to condensed consolidated financial statements.


                                      -4-




<PAGE>   5
                               ASA HOLDINGS, INC.
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
              (In Thousands Except Share and Per Share Amounts)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                               For The Three Months Ended       For The Six Months Ended
                                                                        June 30,                       June 30,        
                                                                ------------------------       ---------------------------
                                                                   1997          1996             1997             1996
<S>                                                             <C>          <C>               <C>              <C>
Operating Revenues:
   Passenger                                                    $   97,899   $   102,091       $  185,630       $  189,307
   Other                                                             1,739         2,147            3,623            4,336
                                                                ----------   -----------       ----------       ----------
Total Operating Revenues                                            99,638       104,238          189,253          193,643

Operating Expenses:
   Flying operations                                                22,322        20,976           43,846           41,345
   Maintenance                                                      16,658        15,219           35,202           30,507
   Passenger service                                                 4,397         4,835            8,818            9,709
   Aircraft and traffic servicing                                   10,607        11,524           21,701           22,514
   Reservation, commission and other                                10,193        11,212           18,710           20,417
   General and administrative                                        6,669         4,745            9,255            9,417
   Depreciation, amortization and obsolescence                       7,411         6,750           14,394           13,518
   Other                                                               147           154              343              330
                                                                ----------   -----------       ----------       ----------
Total Operating Expenses                                            78,404        75,415          152,269          147,757

Income from Operations                                              21,234        28,823           36,984           45,886

Non-Operating (Income) Expense, net:
   Interest income                                                  (2,880)       (2,612)          (5,393)          (5,269)
   Interest expense                                                  1,090         1,486            2,334            3,053
   Other                                                                (3)          (11)             (12)             (79)
                                                                ----------   -----------       ----------       ----------
                                                                    (1,793)       (1,137)          (3,071)          (2,295)

Income before Income Taxes                                          23,027        29,960           40,055           48,181

Income Taxes
   Current                                                           8,232        11,788           14,511           18,694
   Deferred                                                             23          (258)              40             (240)
                                                                ----------   -----------       ----------       ----------
                                                                     8,255        11,530           14,551           18,454


Net Income                                                      $   14,772   $    18,430       $   25,504       $   29,727
                                                                ==========   ===========       ==========       ==========


Net Income per Share                                            $     0.49   $      0.59       $     0.85       $     0.95

Cash Dividends per Share                                        $     0.10   $     0.095       $     0.20       $     0.19

Weighted Number of Shares Outstanding                           30,004,611    31,325,281       30,017,675       31,407,522
</TABLE>

See notes to condensed consolidated financial statements.


                                     -5-

<PAGE>   6


                               ASA HOLDINGS, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (In Thousands of Dollars)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                         For The Six Months Ended
                                                                                 June 30,
                                                                  ---------------------------------------
                                                                    1997                           1996
<S>                                                               <C>                            <C>             
OPERATING ACTIVITIES
Net Income                                                        $ 25,504                       $ 29,727
Adjustments to Reconcile Net Income to Net
   Cash Provided by Operating Activities:
   Depreciation                                                     13,623                         13,043
   Amortization and provision for obsolescence                         771                            475
   Amortization of engine overhauls                                  3,635                          3,231
   Deferred income taxes                                                55                           (384)
   Other                                                               120                           (363)
Changes in Operating Assets and Liabilities:
   Accounts Receivable                                                (229)                         2,730
   Expendable parts                                                  1,642                         (1,322)
   Other assets                                                         23                          1,862
   Accounts payable                                                  3,200                          1,992
   Other liabilities                                                (2,478)                        (2,687)
   Accrued compensation and related liabilities                      2,780                          3,811
   Accrued interest payable                                           (153)                          (437)
   Income taxes payable                                              3,550                          6,606
                                                                  --------                       --------
NET CASH PROVIDED BY OPERATING ACTIVITIES                           52,043                         58,284

INVESTING ACTIVITIES
Purchase of Marketable Securities                                  (79,733)                      (176,356)
Proceeds from Sale of Marketable Securities                         71,125                        131,939
Proceeds from Disposal of Property and Equipment                         -                          4,845
Purchases of Property and Equipment including
   Advance Payments                                                (30,382)                        (9,412)
Increase in Long-Term Investments                                  (16,225)                             -
Other                                                                   80                            414
                                                                  --------                       --------
NET CASH USED IN INVESTING ACTIVITIES                              (55,135)                       (48,570)

FINANCING ACTIVITIES
Principal Payments on Long-Term Debt, net                          (13,634)                       (15,713)
Dividends Paid                                                      (5,983)                        (5,950)
Acquisition of Treasury Stock                                       (4,216)                       (11,633)
                                                                  --------                       --------
NET CASH USED IN FINANCING ACTIVITIES                              (23,833)                       (33,296)

DECREASE IN CASH AND CASH EQUIVALENTS                              (26,925)                       (23,582)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                   137,469                         66,403
                                                                  --------                       --------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                        $110,544                       $ 42,821
                                                                  ========                       ========
</TABLE>

See notes to condensed consolidated financial statements.



                                     -6-

<PAGE>   7
                               ASA HOLDINGS, INC.

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

1.   In the opinion of management, the accompanying unaudited condensed
     consolidated financial statements contain all adjustments necessary to
     present fairly the financial position as of June 30, 1997 and results of
     operations for the six-month periods ended June 30, 1997 and 1996 and cash
     flows for the six-month periods ended June 30, 1997 and 1996. The
     accounting adjustments contained in the financial statements are of a
     normal recurring nature. Certain information and footnote disclosures
     normally included in financial statements prepared in accordance with
     generally accepted accounting principles have been condensed or omitted
     pursuant to the rules and regulations of the Securities and Exchange
     Commission (SEC) for Form 10-Q. It is suggested that these unaudited
     condensed consolidated financial statements be read in conjunction with the
     audited consolidated financial statements and the notes thereto included in
     the 1996 Annual Report on Form 10-K filed by the Company with the SEC under
     the Securities Exchange Act of 1934 on March 31, 1997.

2.   Results of operations for the six-month periods ended June 30, 1997 and
     1996 are not necessarily indicative of the results to be expected for the
     year.

3.   Earnings per share are based on the weighted average number of common and
     common equivalent shares outstanding.

4.   Marketable securities, which consist of investments with maturity dates
     longer than three months, are reported at fair market value.




                                       -7-
<PAGE>   8
Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations

This Item 2 should be read in conjunction with the unaudited condensed
consolidated financial statements included in Item 1 hereto.

Reorganization

         ASA Holdings, Inc. (ASA Holdings) is a holding company the principal
assets of which are the shares of its wholly owned subsidiaries Atlantic
Southeast Airlines, Inc. (ASA) and ASA Investments, Inc. (ASA Investments). ASA
Holdings became the parent holding company for ASA and ASA Investments pursuant
to a corporate reorganization which became effective after the close of business
on December 31, 1996 (the Reorganization). ASA Holdings considers the airline
business of ASA to be its only industry segment. There was no significant impact
on the consolidated financial statements as a result of the Reorganization. All
references to the Company contained in this section refer collectively to ASA
and its subsidiary, ASA Investments, for the period ending June 30, 1996, and to
ASA Holdings and its subsidiaries, ASA and ASA Investments, for the period
ending June 30, 1997. All significant intercompany transactions have been
eliminated.

Liquidity and Capital Resources

         Working capital decreased to $122.9 million with a current ratio of
2.9:1 at June 30, 1997 compared with working capital of $147.7 million and a
current ratio of 3.5:1 at December 31, 1996. At June 30, 1997, the Company had
$16.2 million of long-term investments which were previously invested in
instruments with short-term maturity. During the second quarter, ASA paid $25
million in pre-delivery deposits on certain Canadair Regional Jet aircraft (CRJ)
which it is acquiring from Bombardier, Inc. (Bombardier) as more fully described
below. Without these two factors, working capital would have been $164.1 million
with a current ratio of 3.6:1 at June 30, 1997. Cash, cash equivalents and
investments in marketable securities decreased by $18.3 million primarily due to
a $30.4 million investment in property and equipment ($25 million of which was
CRJ pre-delivery deposits), $16.2 million of long-term investments, a $13.6
decrease in long-term debt, $6.0 of dividends paid and $4.2 million of treasury
stock purchases, offset by $52.0 million in cash provided by operating
activities.

          The Company has an unsecured line of credit totaling $8 million with
one of its banks. As of June 30, 1997, $.7 million of this line was committed to
support a letter of credit. The remainder is available for general working
capital purposes on an as needed basis. As of June 30, 1997, there were no
outstanding amounts against the line of credit.

          On April 21, 1997, ASA announced that it had executed an acquisition
agreement with Bombardier for 30 aircraft with options for an additional 60
aircraft. The CRJ is a 50-passenger jet with four-abreast seating

                                       -8-
<PAGE>   9

that ASA will use to promote growth in new markets as well as replace some
turboprop equipment on existing routes. The value of the 30 aircraft, including
spare parts and spare engines, will be approximately $600 million. Delivery of
these aircraft is scheduled to begin during the second half of 1997 at an
anticipated rate of one aircraft per month.

         The long-term debt to equity ratio was .30:1 at June 30, 1997 compared
with .36:1 at December 31, 1996. Long-term debt decreased to $83.5 million from
$94.6 million at the end of 1996. The current portion of long-term debt
decreased by $2.5 million from December 31, 1996.

         Shareholders' equity per share increased to $9.25 at June 30, 1997 from
$8.68 at the end of 1996. Net worth increased $15.4 million primarily due to net
income of $25.5 million in the first six months of 1997 offset by dividends paid
of $6.0 million and common stock repurchases of $4.2 million. In January 1997,
ASA Holdings announced that its Board of Directors authorized it to repurchase
up to $50.0 million of its common stock on the open market during 1997. The
repurchased shares will be held as treasury stock and used for general corporate
purposes or will be canceled. Repurchases are subject to market conditions.

         For the second quarter of 1997, the Board of Directors declared a
quarterly cash dividend of 10 cents per share compared with 9.5 cents per share
for the similar period of 1996.

         ASA's pilot and flight attendant work force are represented by unions.
In 1995, collective bargaining agreements with both of these unions became
amendable and are currently being renegotiated. The Railway Labor Act, which
governs labor relations for these unions, contains detailed procedures regarding
negotiation, mediation and arbitration that must be exhausted before work
stoppages can occur once a collective bargaining agreement becomes amendable.
Federal mediation between ASA and the pilots and flight attendants has been
ongoing for approximately one and a half years.

         The Company expects to finance its new CRJs as well as other
anticipated capital expenditures through a combination of existing cash
reserves, internally generated funds, and lease and debt financing. With respect
to the CRJs, the Company will utilize manufacturer's assistance and government
loans to the extent possible. Based on information currently available to it,
the Company believes that available resources will be sufficient to fund the
acquisition of the CRJs, other capital expenditures and its existing expenditure
commitments (including current maturities of long-term debt and aircraft lease
payments). The Company believes that financing will be available at acceptable
rates. If the Company is unable to obtain sufficient capital or acceptable
financing terms, it could be required to modify its expansion plans.


New Accounting Standards

         In February 1997, the Financial Accounting Standards Board issued a new
accounting pronouncement, Statement of Financial Accounting Standards No. 128,
"Earnings per Share," which will change the current method of

                                       -9-

<PAGE>   10

computing earnings per share. The new standard requires presentation of "basic
earnings per share" and "diluted earnings per share" amounts, as defined.
Statement No. 128 will be effective for the Company's quarter and year ending
December 31, 1997, and upon adoption, all prior-period earnings per share data
presented shall be restated to conform with the provisions of the new
pronouncement. Application earlier than the Company's quarter ending December
31, 1997 is not permitted. Pro forma basic and diluted earnings per share for
the quarters and six months ending June 30, 1997 and 1996 calculated under the
provisions of Statement No. 128 are as follows:

<TABLE>
<CAPTION>
                                          Quarter Ended June 30,       Six Months Ended June 30,
                                            1997         1996            1997            1996  
                                          --------     --------        --------        -------- 
<S>                                       <C>          <C>             <C>             <C>      
Basic earnings per share                  $   0.50     $   0.59        $   0.85        $   0.95 
                                                                                                
Diluted earnings per share                $   0.49     $   0.59        $   0.85        $   0.95 
</TABLE>


Results of Operations
For the three months ended June 30, 1997 and 1996

         The Company reported net income for the second quarter of $14.8 million
or $.49 per share on 30.0 million weighted average shares outstanding. In
comparison, net income for the second quarter of 1996 was $18.4 million or $.59
per share on 31.3 million weighted average shares outstanding. The decrease in
the average number of shares outstanding was due to the Company's stock
repurchase programs. Net income for the second quarter of 1997 included an
after-tax expense accrual of $1.6 million or $.05 per share related to the
Company's decision to exercise its option for the early return of all BAe-146
aircraft to their lessor during the fourth quarter of 1997 and first quarter of
1998, as well as after-tax expense of $1.9 million or $.07 per share associated
with the cancellation of the Company's outstanding Stock Appreciation Rights
(SARs) and the adoption of a Non-Qualified Stock Option Plan (Option Plan) which
the shareholders approved on May 21, 1997. The Company has canceled all
outstanding SARs and does not intend to incur any additional SARs expense in the
future. The results for the second quarter of 1996 included an after-tax expense
accrual of $.9 million or $.03 per share associated with the Company's SARs
program.

         Total revenues in the second quarter of 1997 were $99.6 million
compared with $104.2 million for the similar period 1996. Factors for the second
quarters of 1997 and 1996 which affect passenger revenue are detailed below:

                                      -10-

<PAGE>   11


<TABLE>
<CAPTION>
                                                 Quarter Ended June 30,
                                             1997                      1996
                                             ----                      ----
<S>                                          <C>                       <C>  
Revenue Passenger Miles (000,000)            242.3                     238.6
Passengers (000)                             992.5                     985.7
Load Factor                                   52.4%                     52.5%
Average Passenger Yield                       40.4(cent)                42.8(cent)
Average Trip Length                          244.2                     242.1
</TABLE>


         Passenger revenue decreased due to a lower yield per revenue passenger
mile which was primarily caused by the re-imposition of the federal ad valorem
ticket tax in March 1997. The Company was not able to completely pass these
charges on to its customers due to price competition in various markets. All
other factors were essentially constant or higher in the second quarter of 1997
compared with the same period of 1996.

          Operating expenses increased 4% to $78.4 million for the quarter ended
June 30, 1997. The Company increased capacity (available seat miles "ASM's") by
2%, and experienced a 2% increase in the cost per ASM flown to 17.0 cents in the
second quarter of 1997 compared with 16.6 cents in the second quarter of 1996.
Excluding (1) pre-tax option compensation/SARs expense of $3.1 million and $1.5
million for the second quarters of 1997 and 1996, respectively and (2) the
pre-tax expense accrual of $2.6 million related to the early return of all
BAe-146 aircraft to their lessor, operating cost per ASM would have been
approximately 15.7 cents and 16.3 cents for the second quarters of 1997 and
1996, respectively.

          The following table compares components of operating cost per ASM and
operating expense as a percentage of total operating expense for the three month
periods ended June 30, 1997 and 1996:

<TABLE>
<CAPTION>
                                                  Cost per ASM                    % Operating Cost
                                                  Quarter Ended                     Quarter Ended
                                                     June 30,                          June 30,
                                             -------------------------------------------------------
                                             1997              1996             1997            1996
                                             -------------------------------------------------------
<S>                                           <C>              <C>               <C>             <C>
Labor and related                             4.7(cent)        4.4(cent)         27%             26%
Fuel                                          1.7              1.8               10              11
Direct maintenance                            2.8              2.5               17              15
Passenger related                             2.1              2.3               12              14
Depreciation and aircraft rent                2.5              2.3               15              14
Other                                         3.2              3.3               19              20
                                             -------------------------------------------------------
Total operating expense                      17.0(cent)       16.6(cent)        100%            100%
</TABLE>


         Labor and related costs increased to $21.5 million for the second
quarter of 1997 compared with $19.9 million for the same period in 1996. The
average number of employees grew 3% from 2,394 to 2,472 as of June 30, 1997. As
mentioned above, the Company's shareholders approved the Option Plan on May 21,
1997. SARs expense of $3.1 million was booked for the second quarter

                                      -11-

<PAGE>   12

of 1997 based on the closing price of the Company's stock on May 21, which had
increased 19% since March 31, 1997. The Company canceled all SARs outstanding on
May 21 and options with exercise prices equal to the base prices of the SARs
were issued in exchange. The SARs expense of $3.1 million was reversed upon
cancellation of the SARs, but an equivalent amount of compensation expense
related to the new options issued was recorded due to the one-time isssuance of
options with an exercise price less than the market price of the Company's stock
on May 21. The second quarter of 1996 included a $1.5 million charge to expense
for SARs due to a 10% increase in the Company's stock price. Labor and related
costs without the option compensation/SARs adjustments would have been 4.0 cents
per ASM for both quarters, and 24% and 25% of total operating expenses for the
second quarters of 1997 and 1996, respectively. By replacing the SARs program
with the Option Plan, the Company expects to eliminate the past earnings
volatility that was related to the SARs compensation program.

         Direct maintenance expense, excluding labor and related costs,
increased 13% to $13.0 million for the quarter ended June 30, 1997. The higher
expense was primarily due to increased maintenance inpections and overhauls of
time controlled components. As with any air carrier, ASA's fleet of aircraft is
aging and requires more frequent maintenance. The leased BAe-146 jet aircraft
are maintenance mature aircraft that are under maintenance plans. Charges for
the BAe 146 are incurred for each hour that the airframe, engines, landing gear,
etc. are flown, and the charges for these maintenance plans are expensed on a
monthly basis. In addition, direct maintenance expense during the second quarter
of 1997 included the one-time expense accrual for complying with maintenance
return conditions related to the Company's decision to exercise its option for
the early return of all BAe-146 aircraft.

         Passenger related expenses decreased $.8 million for the quarter ended
June 30, 1997 compared with the same quarter last year. These expenses, which
include travel agency commissions and reservation fees, were 10% of passenger
revenue for the second quarters of both 1997 and 1996.

         Depreciation and aircraft rent increased 8% to $11.6 million for the
quarter ended June 30, 1997. The increase was due primarily to the one-time
expense accrual for the write-off of assets and additional rents related to the
return of the BAe-146 aircraft.

         Interest expense decreased by 27% to $1.1 million for the quarter ended
June 30, 1997 compared with the same quarter last year. This decrease was due to
lower floating interest rates and less debt outstanding.

         The Company's effective tax rate was lower during the second quarter of
1997 due to a refund of prior years' taxes as a result of favorable resolution
of certain prior year state tax matters.

         The break-even load factor increased to 40.3% for the three months
ended June 30, 1997 compared with 37.4% for the same period last year. This
increase was primarily the result of lower revenue as well as higher


                                      -12-
<PAGE>   13

operating expenses and the adjustments for SARs/options and BAe-146 return as
discussed above.


For the six months ended June 30, 1997 and 1996

         Total revenues for the six months ended June 30, 1997 decreased 2% to
$189.3 million compared with $193.6 million for the same period of 1996.
Passenger revenue decreased 2% to $185.6 million in the first six months of 1997
primarily due to a 3% decrease in the average yield per passenger mile to 41.6
cents from 43.0 cents. The other factors that impact passenger revenue remained
relatively constant or increased compared with the prior year and are detailed
below along with yield information:


<TABLE>
<CAPTION>
                                                    Six Months Ended June 30,
                                                1997                          1996
                                                ----                          ----
<S>                                            <C>                           <C>    
Revenue Passenger Miles (000,000)               446.1                          440.0
Passengers (000)                              1,829.0                        1,822.6
Load Factor                                      49.8%                          49.6%
Average Passenger Yield                          41.6(cent)                     43.0(cent)
Average Trip Length                             243.9                          241.4
</TABLE>


         The Company's net income for the first six months of 1997 decreased 14%
to $25.5 million or $.85 per share on 30.0 million weighted average shares
outstanding. In comparison, net income for the same period of 1996 was $29.7
million or $.95 per share on 31.4 million weighted average shares outstanding.
The decrease in the average number of shares outstanding was due to the
Company's stock repurchase programs. The financial results for 1997 included a
one-time after-tax accrual of $1.6 million or $.05 per share related to the
Company's decision to exercise its option for the early return of all BAe-146
aircraft to their lessor during the fourth quarter of 1997 and first quarter of
1998, as well as after-tax expense of $1.6 million or $.05 per share associated
with the cancellation of the outstanding SARs and the adoption of the Option
Plan during the second quarter of 1997 as described above. The Company has
canceled all outstanding SARs and does not intend to incur any additional SARs
expense in the future. The results for the six months ending June 30, 1996
included an after-tax accrual of $2.2 million or $.07 per share associated with
the Company's SARs program.

         Operating expenses increased 3% during the six month period ended June
30, 1997. The Company increased ASM's by 1% and experienced a 2% increase in the
cost per ASM to 17.0 cents from 16.7 cents. Excluding (1) pre-tax option
compensation/SARs expense of $2.6 million and $3.6 million for the six months
ending June 30, 1997 and 1996, respectively, and (2) the pre-tax expense accrual
of $2.6 million in 1997 related to the early return of all BAe-146 aircraft to
their lessor, operating cost per ASM would have been


                                      -13-


<PAGE>   14

approximately 16.4 and 16.3 cents for 1997 and 1996, respectively.

         The following table compares components of operating cost per ASM and
operating expense as a percentage of total operating expense for the six month
periods ended June 30, 1997 and 1996:

<TABLE>
<CAPTION>
                                                 Cost per ASM                     % Operating Cost
                                                 Year to Date                        Year to Date
                                                    June 30,                           June 30,
                                            --------------------------------------------------------
                                             1997              1996             1997            1996
                                            --------------------------------------------------------
<S>                                          <C>               <C>               <C>             <C>
Labor and related                            4.4(cent)         4.6(cent)         26%             27%
Fuel                                         1.8               1.8               11              11
Direct maintenance                           3.1               2.6               18              15
Passenger related                            2.0               2.1               11              13
Depreciation and aircraft rent               2.5               2.4               15              15
Other                                        3.2               3.2               19              19
                                             -------------------------------------------------------
Total operating expense                     17.0(cent)        16.7(cent)        100%            100%
</TABLE>

         Labor and related costs decreased 2% to $39.6 million for the six
months ended June 30, 1997 from $40.3 million for the six months ended June 30,
1996. The average number of employees grew 4% from 2,371 to 2,474 as of June 30,
1997. As mentioned above, the Company's shareholders approved the Option Plan on
May 21, 1997. During the first six months of 1997, SARs expense of $2.6 million
was booked based on the closing price of the Company's stock on May 21, which
had increased 13% since December 31, 1996. The Company canceled all SARs
outstanding on May 21 and options with exercise prices equal to the base prices
of the SARs were issued in exchange. The SARs expense of $2.6 million was
reversed upon cancellation of the SARs but an equivalent amount of compensation
expense related to the new options issued was recorded due to the one-time
issuance of options with an exercise price less than the market price of the
Company's stock on May 21. The six months ending June 30, 1996 included a $3.6
million charge to expense for SARs due to a 31% increase in the Company's stock
price. Labor and related costs without the option/SARs adjustments would have
been the same for the six months ending June 30, 1997 and 1996: 4.1 cents per
ASM and 25% of total operating costs. By replacing the SARs program with the
Option Plan, the Company expects to eliminate the past earnings volatility that
was related to the SARs compensation program.

         Direct maintenance cost, excluding labor and related expenses,
increased 20% to $27.5 million for the six months ended June 30, 1997. The
higher expense was primarily due to increased maintenance inpections and
overhauls of time controlled components as described in the above "Results of
Operations for the three months ended June 30, 1997 and 1996". The Company
incurred major periodic inspections on the BAe-146 aircraft during the first
quarter of 1997 that were not required during the same quarter of 1996. In
addition, the second quarter of 1997 included the one-time expense accrual for
complying with maintenance return conditions related to the Company's decision
to exercise its option for the early return of all BAe-146 aircraft.


                                      -14-

<PAGE>   15

         Depreciation and aircraft rent increased 5% to $22.6 million for the
six months ended June 30, 1997. This increase was due primarily to the one-time
expense accrual for the write-off of assets and additional rents related to the
return of the BAe-146 aircraft.

         Interest expense decreased by 24% to $2.3 million for the six months
ending June 30, 1997 compared with the same period of 1996. This decrease was
due to lower floating interest rates and less debt outstanding.



Part II- Other Information

Item 4.        Submission of Matters to a Vote of Security Holders.  The Annual
               Meeting of Shareholders of ASA Holdings, Inc. was held on
               Wednesday, May 21, 1997. The first matter submitted to a vote of
               the shareholders at this meeting was the election of directors.
               John W. Beiser; Jean A. Mori; Parker H. Petit; George F. Pickett;
               Alan M. Voorhees; and Ralph W. Voorhees were elected at the
               Annual Meeting by the holders of Common Stock by the following
               vote: (a) Mr. Beiser: 26,289,261 votes for and 338,698 votes
               withheld or abstained, (b) Mr. Mori: 26,324,028 votes for and
               303,931 votes withheld or abstained, (c) Mr. Petit: 26,329,545
               votes for and 298,414 votes withheld or abstained, (d) Mr.
               Pickett: 26,290,143 votes for and 337,816 votes withheld or
               abstained, (e) Mr. Alan Voorhees: 26,293,923 votes for and
               334,036 votes withheld or abstained, and (f) Mr. Ralph Voorhees:
               26,296,439 votes for and 331,520 votes withheld or abstained.
               There are no broker non-votes for purposes of any such votes. The
               second matter submitted to a vote was the adoption and approval
               of the 1997 Non-Qualified Stock Option Plan. The vote was as
               follows: (a) Voting For: 19,798,609 shares, (b) Voting Against:
               4,392,245 shares, (c) Abstentions: 250,714 shares, and (d) Broker
               Non-Vote: 2,186,391 shares.



Item 6.        Exhibits and Reports on Form 8-K

(a)            The following exhibits are filed as part of this report. The
               exhibit number refers to Item 601 of Regulation S-K.

         10(a) Bombardier Purchase Agreement No. P.A.-0372 and related Letter
               Agreements





                                      -15-
<PAGE>   16


         11    Statement Re: Computation of Per Share Earnings

         27    Financial Data Schedule (for SEC use only)

(b)            Reports on Form 8-K. A report on Form 8-K was filed on April 28,
               1997 in which information was reported in Item 5 regarding a
               press release dated April 21, 1997, of ASA Holdings, Inc.
               relating to the announcement by Atlantic Southeast Airlines, Inc.
               that it had executed a purchase agreement with Bombardier to
               acquire aircraft which included a definitive financing commitment
               from the Export Development Corporation of Canada.




                                      -16-


<PAGE>   17

                                   SIGNATURES

Pursuant to the requirements 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.


                                         ASA Holdings, Inc.

                                         /s/ Ronald V. Sapp
                                         ------------------------
                                         Ronald V. Sapp
                                         Chief Financial Officer
                                         Senior Vice President - Finance



Date: August 14, 1997





                                      -17-
<PAGE>   18

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number and Description
               <S>     <C>
               10(a)   Bombardier Purchase Agreement No. P.A.-0372 and related Letter Agreements.
                       Confidential treatment has been applied for with respect to certain provisions
                       in these exhibits.

                11     Statement Re: Computation of Per Share Earnings

                27     Financial Data Schedule (for SEC use only)
</TABLE>





                                      -18-