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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549


                                 FORM 10-Q/A



(Mark One)
[ 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     000-21715
                      ----------------------------------------------------------


                           Air South Airlines, Inc.
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            (Exact Name of Registrant as Specified in its Charter)


              Delaware                                       36-3889681
---------------------------------------              ---------------------------
   (State or other Jurisdiction of                         (I.R.S. Employer 
    Incorporation or Organization)                      Identification Number)
                                                                
                                                                 

1800 St. Julian Place - 4th Floor, Columbia, SC                 29204
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(Address of Principle Executive Offices)                      (Zip Code)

Registrant's Telephone Number: (803) 822-0502 EXT. 3207
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                                     N/A
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  (Former Name, Former Address or former Fiscal Year, if Changed Since Last
                                   Report)


     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       No   X   
    ------   ------

                    APPLICABLE ONLY TO ISSUERS INVOLVED IN
                      BANKRUPTCY PROCEEDINGS DURING THE
                             PRECEDING FIVE YEARS

     Indicate by check mark whether the registrant has filed all documents and 
reports required to be filed by Section 12, 13 or 15(d) of the Securities 
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

Yes           No
    --------     ---------

                     APPLICABLE ONLY TO CORPORATE ISSUERS

     Indicate the number of shares outstanding of each of the issuer's classes 
of common stock, as of the latest practicable date.  


     Common Stock, par value, $0.001 per share - 6,967,182 shares were 
outstanding as of August 12, 1997.



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                                   PART II
                              OTHER INFORMATION

Item 1.    Legal Proceedings.

           None; but see Item 6, (b) of this Form 10-Q.

Item 2.    Changes in Securities.

           (a)  Not applicable

           (b)  Not applicable

           (c)  (A)  On April 16, 1997 the Registrant sold $697,000 of
                     Convertible Debentures due April 16, 2000 (the 
                     "Securities").

                (B)  No underwriter was used in the sale of the Securities. The 
                     Securities were sold to a single institutional Accredited
                     Investor as such term is defined in Regulation D 
                     promulgated under the Securities Act of 1933 as amended 
                     (an "Accredited Investor").

                (C)  The Securities were sold for $697,000 in cash.

                (D)  The Securities were sold to a single Accredited Investor
                     in reliance on Rule 506 of Regulation D.  Such Accredited 
                     Investor was a venture capital firm with assets in excess 
                     of $5,000,000.

                (E)  The Securities are convertible into shares of the
                     Registrant's common stock at ten cents ($0.10) per share.

Item 3.    Defaults Upon Senior Securities

           On August 1, 1997 the Registrant defaulted on the payment of
interest for the periods June 1, 1996 through August 1, 1997 which had accrued
and was payable in the amount of $624,000 with regard to the Registrant's
Promissory Note dated August 8, 1994 payable to the order of Lexington County,
South Carolina.

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

           None

Item 5.    Other Information

           None

Item 6.    Exhibits and Reports on Form 8-K

           (a)  Exhibits.

                * Exhibit 27 - Financial Data Schedule.

           (b)  Reports on Form 8-K.

-----------
* Filed herewith

           On June 27, 1997 the Registrant filed a Report on Form 8-K.  Such
report described: (1) a lawsuit against two directors of the Registrant and two
security holders of the Registrant; the Registrant is not a party to the
lawsuit; (ii) a lawsuit against the Registrant and a director of the
Registrant; (iii) the resignation of the Chairman of the Board, President and
Chief executive Officer of the Registrant; and (iv) the termination of a
consulting agreement pursuant to which such Chairman of the Board, President
and Chief Executive Officer and two other persons were employed by the
Registrant; and (v) the election of a new President and Director.



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                                  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.


                                         AIR SOUTH AIRLINES, INC.
                                       ----------------------------
                                              (Registrant)



Date  August 20, 1997                   /s/ John Affeltranger              
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                                            John Affeltranger
                                                President

Date  August 20, 1997                  /s/  George McConnaughey    
    ----------------------             ----------------------------
                                            George McConnaughey
                                             Vice President and
                                      Acting Chief Financial Officer