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                            AMENDED AND RESTATED
                          ARTICLES OF INCORPORATION
                                     OF
                            MESABA HOLDINGS, INC.


                                  ARTICLE I

     The name of this corporation shall be Mesaba Holdings, Inc.

                                 ARTICLE II

     The registered office of this corporation in the State of Minnesota
shall be 7501 26th Avenue South, Minneapolis, Minnesota 55450.

                                 ARTICLE III

     3.01 The aggregate number of shares of Common Stock which this
corporation shall have the authority to issue is fifteen million (15,000,000)
shares of Common Stock each with $.01 par value.  Such shares shall be
designated as this corporation's "Common Stock."

     3.02 The aggregate number of shares of Preferred Stock which this
corporation shall have the authority to issue is one million (1,000,000)
shares, which may be issued in one or more series as determined from time to
time by the Board of Directors.  Such shares shall be designated as the
"Preferred Stock, Series ______________."  The shares of Preferred Stock of
any Series authorized for issuance by the Board of Directors of this
corporation shall be senior to the Common Stock with respect to any
distribution (as such term is defined in Section 302A.011, Subd. 10, of the
Minnesota Statutes) if so designated by the Board of Directors of this
corporation upon issuance of the shares of that Series.  The Board of
Directors is hereby granted the express authority to fix by resolution any
other designations, powers, preferences, rights, qualifications, limitations
or restrictions with respect to any particular Series of Preferred Stock
prior to issuance thereof.

     3.03 Except as otherwise required by law, the holders of the shares of
Common Stock shall have the sole voting rights of this corporation.

     3.04 There shall be no cumulative voting by the holders of the Common
Stock.

     3.05 The shareholders shall take action by the affirmative vote of the
holders of majority of the voting power of the shares represented and voting
at a duly held meeting, except where the affirmative vote of a greater number
or the affirmative vote of a majority of the voting power of all voting
shares is required by statute and except where the holders of a class or
series are


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entitled by statute to vote as a class or series whether or not such holders
are otherwise entitled to vote.

     3.06 The shareholders of this corporation shall have no pre-emptive
right to subscribe for or otherwise acquire any new or additional shares of
stock of this corporation of any class whether now authorized or authorized
hereafter, or any options or warrants to purchase, subscribe for or otherwise
acquire any such new or additional shares of any class, or any shares, bonds,
notes, debentures, or other securities convertible into or carrying options
or warrants to purchase, subscribe for or otherwise acquire any such new or
additional shares of any class.

                                 ARTICLE IV

     In addition to, and not by way of limitation of the powers granted to
the Board of Directors by the Chapter 302A, Minnesota Revised Statutes, the
Board of Directors of this corporation shall have the following powers and
authority:

     4.01 To fix by resolution any designation, power, preference, right,
qualification, limitation or restriction with respect to the issuance of any
Series of the Preferred Stock of this corporation authorized by these
Articles.

     4.02 To issue shares of a class or series to holders of shares of
another class or series to effectuate share dividends, splits, or conversion
of its outstanding shares.

     4.03 To fix the terms, provisions and conditions of and to authorize the
issuance, sale, pledge or exchange of bonds, debentures, notes, or other
evidences of indebtedness of this corporation.

     4.04 To adopt, amend or repeal all or any of the Bylaws of this
corporation by the vote of a majority of its members present at a duly held
meeting, subject to the power of the shareholders to adopt, amend or repeal
such Bylaws.

     4.05 To take any action required or permitted by law or by these
Articles to be taken by the Board of Directors at a duly held meeting by
written action signed by a majority of the members of the Board, except as to
those matters which require shareholder approval, in which case the written
action shall be signed by all members of the Board of Directors.

     4.06 As to any member of the Board, to give advance written consent or
opposition to a resolution stating an action to be taken by the Board.  If
such member is not present at the meeting at which action is taken upon such
resolution, such consent to opposition does not constitute presence for
purposes of determining the existence of a quorum, but shall be counted as a
vote in favor of or against the resolution and shall be entered in the
minutes or


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other record of action taken by the Board at the meeting if the resolution
acted upon by the Board at the meeting is substantially the same or has
substantially the same effect as the resolution to which the member of the
Board has consented or objected.

     4.07 To adopt an indemnity plan and to purchase and maintain insurance
for officers, directors, employees and agents against liability asserted
against them and incurred in any such capacity or arising out of their status
as such to the fullest extent permissible under the provisions of Chapter
302A, Minnesota Revised Statutes.

                                  ARTICLE V

     5.01 The number of directors of this corporation shall not be less than
six (6) or more than twelve (12).

     5.02 The Board of Directors of this corporation shall be divided into
three classes, each class to consist of not less than two (2) nor more than
four (4) members.  The classes shall be designated Class One, Class Two, and
Class Three, respectively.  The terms of office of the initial Class One,
Class Two, and Class Three directors shall expire at the annual meetings of
the shareholders of this corporation to be held during the years 1989, 1990
and 1991, respectively.  At each annual meeting of the shareholders of this
corporation commencing in 1989, and each year thereafter, the successors to
the class of directors whose terms expire at such meeting shall be elected to
serve for terms of three years.  In the event of the death, resignation, or
removal of a director during his elected term of office, his successor shall
be elected to serve only until the expiration of the term of his predecessor.

     5.03 The holders of a majority of the shares entitled to vote at an
election of directors, upon a vote of not less than the majority of the
entire Board of Directors, may remove any director with cause, but may not
remove any director without cause.

                                 ARTICLE VI

     To the fullest extent permitted by the Minnesota Business Corporation
Act, as the same now exists or may hereafter be amended, a director of this
corporation shall not be personally liable to the corporation or its
shareholders for monetary damages for any breach of fiduciary duty as a
director.  No amendment to or repeal of this Article shall apply to or have
any effect on the liability or alleged liability of any director of the
corporation for or with respect to any acts or omissions of a director
occurring prior to such amendment or repeal.


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                                 ARTICLE VII

     This corporation shall be subject to the provisions of Section 302A.671
of the Minnesota Business Corporation Act, as the same now exists or may
hereafter be amended.