ASA HOLDINGS INC, S-4, 1996-09-30

ASA HOLDINGS INC
S-4, 1996-09-30

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<PAGE> 1
As electronically filed with the Securities and Exchange Commission on
September 30, 1996
Registration No. 333____
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ASA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

GEORGIA 4512 58-2258221
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)

100 HARTSFIELD CENTRE PARKWAY
SUITE 800
ATLANTA, GEORGIA 30354
(404) 766-1400
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

JOHN W. BEISER Copy to:
ATLANTIC SOUTHEAST AIRLINES, INC. CRAIG H. KRITZER, ESQ.
100 HARTSFIELD CENTRE PARKWAY ALTMAN, KRITZER & LEVICK, P.C.
SUITE 800 6400 POWERS FERRY ROAD
ATLANTA, GEORGIA 30354 ATLANTA, GEORGIA 30339
(404) 766-1400 (770) 955-3555
(Name, address and telephone number,
including area code, of agent for service)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As soon as possible after this Registration Statement becomes
effective and the transactions described in the enclosed Proxy
Statement/Prospectus have been consummated.

If any of the securities being registered on this Form are being
offered in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box. [ ]

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
TITLE OF EACH CLASS OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) FEE (2)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.10 par 30,688,570 $21.69 $665,635,083.30 $229,529.34
value per share
=======================================================================================================================
</TABLE>
(1) The number of shares of the Registrant's common stock, $0.10 par value
per share being registered hereunder is based upon the maximum number
of such shares required to consummate the transactions described in
the enclosed Proxy Statement/Prospectus. The registrant will remove
from registration by means of a post-effective amendment any shares
being registered hereunder that are not issued in connection with such
transactions.
(2) Pursuant to Rule 457(f)(1) under the Securities Act of 1933, as
amended, the registration fee is computed based on the $21.69 average
of the high and low prices reported on The Nasdaq Stock Market's
National Market for the common stock of Atlantic Southeast Airlines,
Inc. on September 25, 1996.

---------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

================================================================================
<PAGE> 2
ASA HOLDINGS, INC.
CROSS-REFERENCE TABLE

LOCATION IN PROXY STATEMENT/PROSPECTUS OF INFORMATION
REQUIRED BY ITEMS OF FORM S-4

<TABLE>
<CAPTION>
Item Number and Caption Location in Proxy Statement/Prospectus
----------------------- --------------------------------------
<S> <C> <C>
A. INFORMATION ABOUT THE TRANSACTION

1. Forepart of Registration Statement and Outside Front Cover
Page of Prospectus . . . . . . . . . . . . . . . . . . . . Facing Page of the Registration
Statement; Outside Front Cover of Proxy
Statement/Prospectus

2. Inside Front and Outside Back Cover Pages of Prospectus . . Inside Front Cover Page: Available
Information; Incorporation of Certain
Documents by Reference. Outside Back
Cover Page: Table of Contents

3. Risk Factors, Ratio of Earnings to Fixed Charges and Other
Information . . . . . . . . . . . . . . . . . . . . . . . . Summary

4. Terms of the Transaction . . . . . . . . . . . . . . . . . Summary; The Proposed Reorganization;
Effect on Rights of Holders of Airlines
Common Stock; ASA Holdings Capital Stock

5. Pro Forma Financial Information . . . . . . . . . . . . . . Business and Management of Airlines

6. Material Contacts with the Company Being Acquired . . . . . Not Applicable

7. Additional Information Required for Reoffering by Persons
and Parties Deemed to be Underwriters . . . . . . . . . . . Not Applicable

8. Interests of Named Experts and Counsel . . . . . . . . . . Experts; Legal Matters

9. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities . . . . . . . . . . . . . . Business and Management of Airlines;
Business and Management of ASA Holdings

B. INFORMATION ABOUT THE REGISTRANT

10. Information With Respect to S-2 or S-3 Registrants . . . . Not Applicable

11. Incorporation of Certain Information by Reference . . . . . Not Applicable

12. Information With Respect to S-2 or S-3 Registrants . . . . Not Applicable

13. Incorporation of Certain Information by Reference . . . . . Not Applicable
</TABLE>

<PAGE> 3

<TABLE>
<S> <C> <C>
14. Information With Respect to Registrants Other Than S-3 or
S-2 Registrants . . . . . . . . . . . . . . . . . . . . . . Summary; Business and Management of ASA
Holdings; ASA Holdings Capital Stock;
Financial Statements

C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED

15. Information With Respect to S-3 Companies . . . . . . . . . Summary; Airlines Capital Stock and
Principal Holders Thereof; Business and
Management of Airlines; Incorporation of
Certain Documents by Reference

16. Information With Respect to S-2 or S-3 Companies . . . . . Not Applicable

17. Information With Respect to Companies Other Than S-2 or S-3
Companies . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable

D. VOTING AND MANAGEMENT INFORMATION

18. Information if Proxies, Consents or Authorization
are to be Solicited . . . . . . . . . . . . . . . . . . . . Summary; General Information; The Special
Meeting; The Proposed Reorganization,
Airlines Capital Stock and Principal
Holders Thereof; Business and Management
of ASA Holdings

19. Information if Proxies, Consents or Authorizations are not
to be Solicited, or in an Exchange Offer . . . . . . . . . . Not Applicable

</TABLE>

<PAGE> 4

[LOGO]

ATLANTIC SOUTHEAST AIRLINES, INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of Atlantic Southeast Airlines, Inc.:

NOTICE IS HEREBY GIVEN of a Special Meeting of the shareholders of
Atlantic Southeast Airlines, Inc. ("AIRLINES") to be held in Meeting Rooms
117-118 at the Cobb Galleria Centre, Two Galleria Parkway, Atlanta, Georgia,
Thursday, December 19, 1996, at 11:00 a.m., Eastern Standard Time, for the
following purposes:

(1) To consider and vote upon a proposal to approve a corporate
reorganization that will include creation of a parent holding company
for Airlines (the "REORGANIZATION") and to adopt and approve an
Agreement and Plan of Merger, dated September 25, 1996 (the "MERGER
AGREEMENT"), by and among Airlines, ASA Holdings, Inc., a Georgia
corporation ("ASA HOLDINGS"), and Atlantic Southeast Merging Co., a
Georgia corporation ("MERGING CO."). The Merger Agreement provides
for the merger (the "MERGER") of Airlines with Merging Co., with
Airlines being the surviving corporation. ASA Holdings is a newly
formed, wholly owned subsidiary of Airlines organized specifically for
the purpose of becoming the new parent holding company in the
Reorganization. ASA Holdings subsequently formed Merging Co. as a
wholly owned subsidiary specifically to effect the Merger. Upon the
consummation of the Merger, (a) each issued and outstanding share of
Airlines' common stock, $0.10 par value per share ("AIRLINES COMMON
STOCK"), other than shares held by Airlines as treasury shares, will
be automatically deemed converted into one share of ASA Holdings'
common stock, $0.10 par value per share ("HOLDINGS COMMON STOCK"), (b)
each issued and outstanding share of common stock of Merging Co. will
be automatically deemed converted into shares of the surviving
corporation, (c) the shares of Holdings Common Stock owned by Airlines
before the Merger will be canceled and (d) the shares of Airlines
Common Stock held by Airlines as treasury shares before the Merger
will be canceled. Airlines will become a wholly owned subsidiary of
ASA Holdings and the current shareholders of Airlines will
automatically become shareholders of ASA Holdings. The terms of the
Merger Agreement and other transactions being effected as part of the
Reorganization are described in the accompanying Proxy
Statement/Prospectus.

(2) To transact such other business as may properly come before the
meeting or any adjournment thereof.

Your attention is directed to the Proxy Statement/Prospectus submitted
with this Notice. Holders of shares of Airlines Common Stock do not have the
right to dissent with respect to the Reorganization or the Merger and receive
payment for the "fair value" of their shares by following the procedures
prescribed in Article 13 of the Georgia Business Corporation Code for the
reasons summarized under the caption "THE MERGER - DISSENTERS' RIGHTS" in the
enclosed Proxy Statement/Prospectus.

The Board of Directors has fixed the close of business on October 25,
1996 as the record date for the determination of shareholders entitled to
receive notice of and to vote at the Special Meeting and at any adjournment
thereof.

<PAGE> 5

COMMON STOCK. SHARE CERTIFICATES THAT CURRENTLY REPRESENT AIRLINES COMMON
STOCK WILL AUTOMATICALLY BE DEEMED TO REPRESENT HOLDINGS COMMON STOCK AFTER THE
CONSUMMATION OF THE MERGER.

PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL
MEETING. THIS WILL ASSIST US IN PREPARING FOR THE MEETING. IF YOU ATTEND THE
SPECIAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE
PREVIOUSLY RETURNED YOUR PROXY CARD.

BY ORDER OF THE BOARD OF DIRECTORS

John W. Beiser
Secretary
November 1, 1996
Atlanta, Georgia

<PAGE> 6

ATLANTIC SOUTHEAST AIRLINES, INC.
PROXY STATEMENT

Special Meeting of Shareholders To Be Held on December 19, 1996

ASA HOLDINGS, INC.
PROSPECTUS

30,688,570 Shares of Airlines Common Stock, $0.10 par value per share,
to be issued in connection with a proposed holding company reorganization

This Proxy Statement/Prospectus is being furnished to shareholders of
Atlantic Southeast Airlines, Inc. ("AIRLINES") in connection with the
solicitation of proxies on behalf of the Board of Directors of Airlines for use
at the special meeting of shareholders of Airlines to be held on Thursday,
December 19, 1996, and at any adjournment thereof (the "SPECIAL MEETING"). At
the Special Meeting, shareholders of Airlines will be asked to consider and
vote upon a proposal to approve a corporate reorganization that will include
creation of a parent holding company for Airlines (the "REORGANIZATION") and to
adopt and approve an Agreement and Plan of Merger, dated September 25, 1996
(the "MERGER AGREEMENT"), by and among Airlines, ASA Holdings, Inc., a Georgia
corporation ("ASA HOLDINGS"), and Atlantic Southeast Merging Co., a Georgia
corporation ("MERGING CO."). The Merger Agreement provides for the merger (the
"MERGER") of Airlines with Merging Co., with Airlines being the surviving
corporation. ASA Holdings is a newly formed, wholly owned subsidiary of
Airlines organized specifically for the purpose of becoming the new parent
holding company in the Reorganization. ASA Holdings subsequently formed
Merging Co. as a wholly owned subsidiary specifically to effect the Merger.
Upon the consummation of the Merger, (a) each issued and outstanding share of
Airlines' common stock, $0.10 par value per share ("AIRLINES COMMON STOCK"),
other than shares held by Airlines as treasury shares, will be automatically
deemed converted into one share of ASA Holdings' common stock, $0.10 par value
per share ("HOLDINGS COMMON STOCK"), (b) each issued and outstanding share of
common stock of Merging Co. will be automatically deemed converted into shares
of the surviving corporation, (c) the shares of Holdings Common Stock owned by
Airlines before the Merger will be canceled and (d) the shares of Airlines
Common Stock held by Airlines as treasury shares before the Merger will be
canceled. Airlines will become a wholly owned subsidiary of ASA Holdings and
the current shareholders of Airlines will automatically become shareholders of
ASA Holdings. The Articles of Incorporation and Bylaws of ASA Holdings after
the Merger will differ in certain respects from those of Airlines immediately
before the Merger. See "EFFECT ON RIGHTS OF HOLDERS OF AIRLINES COMMON
STOCK" herein.

This Proxy Statement/Prospectus also constitutes a prospectus of ASA
Holdings relating to the issuance of shares of Holdings Common Stock to
shareholders of Airlines pursuant to the terms of the Merger. ASA Holdings has
filed a Registration Statement on Form S-4 (the "REGISTRATION STATEMENT") under
the Securities Act of 1933, as amended (the "SECURITIES ACT"), with the
Securities and Exchange Commission (the "COMMISSION") covering the shares of
Holdings Common Stock to be issued in connection with the Merger.

THE SHARES OF HOLDINGS COMMON STOCK TO BE ISSUED IN THE MERGER HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

THIS PROXY STATEMENT/PROSPECTUS DOES NOT COVER ANY RESALES OF HOLDINGS
COMMON STOCK TO BE RECEIVED BY THE HOLDERS OF AIRLINES COMMON STOCK UPON
CONSUMMATION OF THE PROPOSED MERGER AND NO PERSON IS AUTHORIZED TO MAKE ANY USE
OF THIS PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH ANY SUCH RESALES.

This Proxy Statement/Prospectus and the accompanying form of proxy for
the Special Meeting were first sent or given to Airlines' shareholders on or
about November 1, 1996.

<PAGE> 7
AVAILABLE INFORMATION

ASA Holdings has filed the Registration Statement with the Commission
under the Securities Act with respect to the shares of Holdings Common Stock to
be issued in connection with the Merger. This Proxy Statement/Prospectus does
not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. For further information relating to ASA Holdings and the
shares of Holdings Common Stock offered hereby, reference is hereby made to the
Registration Statement, including the exhibits and schedules thereto, which may
be inspected without charge at the office of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and copies of which may be obtained from
the Commission at prescribed rates. Statements contained in this Proxy
Statement/Prospectus as to the contents of any contract or other document
referred to are not necessarily complete and in each instance reference is made
to the copy of such contract or document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference.

Airlines is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and, in
accordance therewith, files reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information
filed with the Commission by Airlines, and the Registration Statement filed by
ASA Holdings, can be inspected and copied at the office of the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, or at the regional
offices maintained by the Commission at 7 World Trade Center, Suite 1300, New
York, New York 10048, and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661, and copies of such materials can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
also maintains a web site that contains reports, proxy and information
statements and other information regarding Airlines and the Registration
Statement. The address of this web site is http://www.sec.gov.

Airlines Common Stock is traded, and Holdings Common Stock will be
traded, on The Nasdaq Stock Market's National Market. Exchange Act reports,
proxy and information statements and other information regarding Airlines can
also be inspected at the office of The Nasdaq Stock Market, 1735 K Street, NW,
Washington, DC 20006-1506.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents previously filed with the Commission by
Airlines pursuant to the Exchange Act are incorporated by reference into this
Proxy Statement/Prospectus:

(i) Airlines' Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;

(ii) Airlines' Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;

(iii) Airlines' Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996;

(iv) Airlines' Proxy Statement dated April 15, 1996, with respect to
Airlines' Annual Meeting of Shareholders held May 22, 1996; and

(v) The description of Airlines Common Stock in Airlines'
Registration Statement on Form 8-A under the Exchange Act with
respect to such class of securities, and any amendment or
report filed for the purpose of updating such description.

All documents and reports filed by Airlines pursuant to Section 13(a),
13(c) 14 or 15(d) of the Exchange Act after the date of this Proxy
Statement/Prospectus and prior to the date of the Special Meeting shall be
deemed to be incorporated by reference in this Proxy Statement/Prospectus and
to be a part hereof from the dates of filing

<PAGE> 8

of such documents or reports. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Proxy Statement/Prospectus to
the extent that a statement contained herein or in any subsequently filed
document that is or is deemed to be incorporated by reference herein modifies
or supersedes such document. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute any
part of this Proxy Statement/Prospectus.

THIS PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE
WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF THESE
DOCUMENTS (OTHER THAN EXHIBITS TO SUCH DOCUMENTS, UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS) ARE AVAILABLE
WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST, FROM AIRLINES. SUCH REQUESTS
SHOULD BE DIRECTED TO RONALD V. SAPP, VICE PRESIDENT-FINANCE, ATLANTIC
SOUTHEAST AIRLINES, INC., 100 HARTSFIELD CENTRE PARKWAY, SUITE 800, ATLANTA,
GEORGIA 30354; TELEPHONE NUMBER (404) 766-1400. IN ORDER TO ENSURE TIMELY
DELIVERY OF THE DOCUMENTS PRIOR TO THE SPECIAL MEETING OF AIRLINES'
SHAREHOLDERS, ANY SUCH REQUEST SHOULD BE MADE BY DECEMBER 11, 1996, WHICH IS
FIVE (5) BUSINESS DAYS PRIOR TO THE DATE OF THE SPECIAL MEETING.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN AS CONTAINED HEREIN IN CONNECTION WITH THE OFFER OF
HOLDINGS COMMON STOCK TO BE ISSUED IN CONNECTION WITH THE MERGER. IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY ASA HOLDINGS, AIRLINES OR ANY OTHER PERSON. THIS PROXY
STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO PURCHASE HOLDINGS COMMON STOCK IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR IN ANY OTHER CIRCUMSTANCE IN
WHICH IT WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROXY
STATEMENT/PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

<PAGE> 9
SUMMARY

The following is a summary of certain information contained, or
incorporated by reference, elsewhere in this Proxy Statement/Prospectus. This
summary is not intended to be complete and is qualified in its entirety by
reference to, and should be read in conjunction with, the detailed information
and financial statements appearing elsewhere, or incorporated by reference, in
this Proxy Statement/Prospectus.

THE SPECIAL MEETING

At the Special Meeting on December 19, 1996, shareholders of Airlines
will be asked to consider and vote upon a proposal to approve the proposed
Reorganization and to adopt and approve the Merger Agreement. The
Reorganization will include creation of a parent holding company for Airlines.
A copy of the Merger Agreement is attached hereto as Exhibit A. For more
information on the Special Meeting, see "THE SPECIAL MEETING" herein.

Vote Required

The presence in person or by proxy of the holders of a majority of the
shares of Airlines Common Stock outstanding as of the October 25, 1996 record
date is necessary to constitute a quorum at the Special Meeting. If a quorum
is present, the affirmative vote of the holders of a majority of the shares of
Airlines Common Stock outstanding as of the record date is necessary to approve
the Reorganization and the Merger Agreement. As of the record date, the
executive officers and directors (7 persons) of Airlines beneficially owned an
aggregate of _________ shares of Airlines Common Stock, approximately ___% of
the shares of Airlines Common Stock then outstanding. As of the record date,
Delta Airlines Holdings, Inc. owned 7,995,000 shares of Airlines Common Stock,
approximately ____% of the outstanding Airlines Common Stock. ASA Holdings,
the sole shareholder of Merging Co., has approved the Merger Agreement.

DESCRIPTION OF THE PROPOSED REORGANIZATION

General

Airlines' Board of Directors has unanimously approved and recommended
that the shareholders approve the proposed Reorganization and approve and adopt
the Merger Agreement pursuant to which the Reorganization will be effected.
The Reorganization will create a parent holding company for Airlines and
automatically convert Airlines Common Stock into Holdings Common Stock on a
one-for-one basis.

Companies Involved in the Proposed Reorganization

Airlines is a Georgia corporation. The mailing address of the
principal executive offices of Airlines is 100 Hartsfield Centre Parkway, Suite
800, Atlanta, Georgia 30354; and the telephone number at that office is (404)
766-1400.

ASA Investments, Inc., a Delaware corporation ("INVESTMENTS"), is a
wholly owned subsidiary of Airlines. The sole business of Investments has been
to invest certain cash assets contributed to it by Airlines. As of August 31,
1996, Investments had total assets of approximately $149 million.

1
<PAGE> 10

ASA Holdings is a newly formed, wholly owned subsidiary of Airlines
that it organized under the laws of the State of Georgia specifically for the
purpose of becoming the new parent holding company in the Reorganization. Its
executive offices are located at Airlines' principal executive offices referred
to above. ASA Holdings subsequently formed Merging Co. as a wholly owned
subsidiary specifically to effect the Merger. Neither ASA Holdings nor Merging
Co. has any significant assets or capitalization nor has engaged in any
business or prior activities other than in connection with the Reorganization.

The Proposed Reorganization

THE MERGER. The Merger Agreement provides for the merger of Airlines
with Merging Co., with Airlines being the surviving corporation. Upon the
consummation of the Merger, (a) each issued and outstanding share of Airlines
Common Stock (other than shares held by Airlines as treasury shares) will be
automatically deemed converted into one share of Holdings Common Stock, (b)
each issued and outstanding share of common stock of Merging Co. will be
automatically deemed converted into shares of the surviving corporation,
Airlines, (c) the shares of Holdings Common Stock owned by Airlines before the
Merger will be canceled and (d) the shares of Airlines Common Stock held by
Airlines as treasury shares before the Merger will be canceled. After the
consummation of the Merger, Airlines will be a wholly owned subsidiary of ASA
Holdings and the current shareholders of Airlines will become shareholders of
ASA Holdings. Each of Airlines' current shareholders will have exactly the
same proportionate interest in ASA Holdings after the consummation of the
Merger as their proportionate interest in Airlines immediately before the
Merger. For more information regarding the proposed Reorganization, see "THE
PROPOSED REORGANIZATION" herein.

THE SHAREHOLDERS OF AIRLINES IMMEDIATELY BEFORE THE CONSUMMATION OF
THE MERGER WILL AUTOMATICALLY BECOME OWNERS OF HOLDINGS COMMON STOCK UPON THE
CONSUMMATION OF THE MERGER AND THEREAFTER WILL CEASE TO BE OWNERS OF AIRLINES
COMMON STOCK. IT WILL NOT BE NECESSARY FOR AIRLINES' SHAREHOLDERS TO EXCHANGE
THEIR EXISTING CERTIFICATES REPRESENTING AIRLINES COMMON STOCK FOR SHARE
CERTIFICATES REPRESENTING HOLDINGS COMMON STOCK. SHARE CERTIFICATES THAT
CURRENTLY REPRESENT AIRLINES COMMON STOCK WILL AUTOMATICALLY BE DEEMED TO
REPRESENT HOLDINGS COMMON STOCK AFTER THE CONSUMMATION OF THE MERGER. SEE "THE
PROPOSED REORGANIZATION - TERMS OF THE MERGER AGREEMENT - EXCHANGE OF SHARE
CERTIFICATES" HEREIN.

If the Merger Agreement is approved and adopted by Airlines'
shareholders and the other conditions to the Merger are satisfied or waived and
if the Merger Agreement is not otherwise amended or terminated, the Merger will
become effective upon the later of (a) the filing of a certificate of merger
relating thereto with the Secretary of State of the State of Georgia, (b) at
11:59 p.m., Eastern Standard Time, December 31, 1996, or (c) such other time as
may be set forth in the certificate of merger. The Merger Agreement provides
that the parties thereto will cause such certificate of merger to be filed on
the date that each of the conditions to the consummation of the Merger has been
satisfied or waived.

For a description of the terms and conditions of the Merger, see "THE
PROPOSED REORGANIZATION - TERMS OF THE MERGER AGREEMENT" herein.

OTHER REORGANIZATION TRANSACTIONS. Immediately after the consummation
of the Merger, Airlines will effect a dividend to ASA Holdings of all of the
shares of Investments' capital stock held by Airlines ("AIRLINES' INVESTMENTS
DIVIDEND"). After the Reorganization is completed, Airlines and Investments
will each be wholly owned subsidiaries of ASA Holdings. SHAREHOLDER APPROVAL OF
THE REORGANIZATION CONSTITUTES APPROVAL OF AIRLINES' INVESTMENTS DIVIDEND.

2
<PAGE> 11

Upon the completion of the Reorganization, ASA Holdings will have the
same consolidated assets, liabilities and shareholders' equity (other than the
canceled treasury shares described above) and the same directors and executive
officers as Airlines had immediately before the Merger. See "THE PROPOSED
REORGANIZATION - OTHER REORGANIZATION TRANSACTIONS" herein. There will be no
difference in the state of incorporation of Airlines and ASA Holdings.
Modifications have been made to the Articles of Incorporation and Bylaws of ASA
Holdings as compared to those of Airlines. However, there have been no
material changes made to the Articles of Incorporation and Bylaws of ASA
Holdings other than that Airlines is authorized to issue up to 50,000,000
shares of Airlines Common Stock, whereas ASA Holdings is authorized to issue up
to 150,000,000 shares of Holdings Common Stock. These additional shares may be
utilized for a variety of corporate purposes, including, without limitation,
(a) to effect stock splits, (b) in connection with future public offerings to
raise additional capital or (c) to facilitate corporate acquisitions. See
"EFFECT ON RIGHTS OF HOLDERS OF AIRLINES COMMON STOCK" herein. After the
Merger, ASA Holdings expects to continue Airlines' current quarterly dividend
policy. See "ASA HOLDINGS CAPITAL STOCK - MARKETS FOR SECURITIES AND
DIVIDENDS" herein.

For a description of other Reorganization transactions, see "THE
PROPOSED REORGANIZATION - OTHER REORGANIZATION TRANSACTIONS" herein.

Reasons for the Proposed Reorganization

Airlines' Board of Directors believes the proposed Reorganization will
provide greater flexibility to ASA Holdings and its subsidiaries than is
available to Airlines with its current corporate structure. The holding
company structure will make available to ASA Holdings and its subsidiaries a
greater selection of financing, acquisition and organizational alternatives.
The holding company structure will provide greater flexibility by permitting
ASA Holdings to acquire additional businesses directly rather than through
Airlines, thereby permitting these businesses to remain independent of
Airlines' present operations and free from any direct constraints on Airlines
imposed by credit agreements, regulatory requirements or otherwise. ASA
Holdings will not be subject to the restrictive covenants in Airlines' credit
agreements and lease arrangements. Airlines' dividend of all of the shares of
Investment's capital stock to ASA Holdings after the Merger (see "TERMS OF THE
PROPOSED REORGANIZATION - OTHER REORGANIZATION TRANSACTIONS" herein) also will
provide ASA Holdings with approximately $149 million of assets that are free of
such covenants. Airlines' material lenders and lessors have consented to the
Reorganization where the credit agreements and lease arrangements make such
consent necessary.

AIRLINES' BOARD OF DIRECTORS HAS DETERMINED THAT THE REORGANIZATION IS
IN THE BEST INTERESTS OF AIRLINES AND ITS SHAREHOLDERS, HAS APPROVED THE
REORGANIZATION, HAS APPROVED AND ADOPTED THE MERGER AGREEMENT AND RECOMMENDS
THAT AIRLINES' SHAREHOLDERS VOTE FOR THE PROPOSAL TO APPROVE THE REORGANIZATION
AND APPROVE AND ADOPT THE MERGER AGREEMENT.

For more information regarding the reasons for the proposed
Reorganization, see "THE PROPOSED REORGANIZATION - REASONS FOR THE PROPOSED
REORGANIZATION" herein.

3
<PAGE> 12

Dissenters' Rights

Holders of shares of Airlines Common Stock do not have the right to
dissent with respect to the Reorganization or the Merger and receive payment
for the "fair value" of their shares under the Georgia Business Corporation
Code (the "GBCC") for the reasons summarized under the caption "THE PROPOSED
REORGANIZATION - DISSENTERS' RIGHTS" herein.

Certain Federal Income Tax Consequences

Airlines has received an opinion from Ernst & Young LLP regarding the
federal income tax consequences of the proposed Reorganization. If management
of ASA Holdings and Airlines deem it to be appropriate, Ernst & Young LLP will
update its opinion as of the effectiveness of the Airlines' Investments
Dividend. Ernst & Young LLP is under no obligation to update its opinion for
changes in facts or law occurring after the effectiveness of the Airlines'
Investments Dividend. See "THE PROPOSED REORGANIZATION - CERTAIN FEDERAL INCOME
TAX CONSEQUENCES" herein.

Regulatory Requirements

Airlines is aware of no federal or state regulatory requirements that
must be complied with or approvals that must be obtained prior to the
completion of the Reorganization. See "THE PROPOSED REORGANIZATION -
REGULATORY REQUIREMENTS" herein.

EFFECT ON RIGHTS OF HOLDERS OF AIRLINES COMMON STOCK

The Merger will result in the shareholders of Airlines becoming
shareholders of ASA Holdings. The rights and privileges of holders of Holdings
Common Stock do not differ in any material respect from those now applicable to
holders of Airlines Common Stock. However, Airlines is authorized to issue up
to 50,000,000 shares of Airlines Common Stock, whereas ASA Holdings is
authorized to issue up to 150,000,000 shares of Holdings Common Stock. These
additional shares may be utilized for a variety of corporate purposes,
including, without limitation, (a) to effect stock splits, (b) in connection
with future public offerings to raise additional capital or (c) to facilitate
corporate acquisitions.

For further information regarding the differences between Airlines
Common Stock and Holdings Common Stock, see "EFFECTS ON RIGHTS OF HOLDERS OF
AIRLINES COMMON STOCK" and "ASA HOLDINGS CAPITAL STOCK - GENERAL."

4
<PAGE> 13

MARKET FOR SECURITIES, MARKET PRICES AND DIVIDENDS

Airlines Common Stock

Airlines Common Stock is traded on The Nasdaq Stock Market's National
Market under the symbol "ASAI."

The following table sets forth the reported high and low closing sales
price for Airlines Common Stock for the fiscal quarters (or portions thereof)
indicated as reported in The Nasdaq National Market System. The quotations
reflect actual sales prices without retail mark-up, mark-down or commissions.

<TABLE>
<CAPTION>
Fiscal year ended
December 31, 1996 (to date) High Low
--------------------------- ---- ---

<S> <C> <C>
Quarter Ended March 31, 1996 $28.50 $17.88
Quarter Ended June 30, 1996 $29.38 $22.00
July 1, 1996 through September 26, 1996 $28.38 $21.50

Fiscal year ended
December 31, 1995 High Low
----------------- ---- ---

Quarter Ended March 31, 1995 $21.00 $15.25
Quarter Ended June 30, 1995 $30.75 $18.00
Quarter Ended September 30, 1995 $34.25 $21.75
Quarter Ended December 31, 1995 $27.88 $20.75
</TABLE>

Airlines paid cash dividends on outstanding Airlines Common Stock of
9.5 cents per share during each of the first two quarters of 1996. For more
information on Airlines Common Stock, see "AIRLINES CAPITAL STOCK AND PRINCIPAL
HOLDERS THEREOF" herein.

Holdings Common Stock

There has been and there will be no public market for Holdings Common
Stock prior to the consummation of the Merger. Effective upon the consummation
of the Merger, Holdings Common Stock will be registered under Section 12(g) of
the Exchange Act and will be traded on The Nasdaq Stock Market's National
Market under the symbol "ASAI." Airlines Common Stock will be simultaneously
delisted from The Nasdaq Stock Market's National Market.

No cash dividends have ever been declared by ASA Holdings on Holdings
Common Stock. Holders of Holdings Common Stock are entitled to receive such
dividends as from time to time may be declared by ASA Holdings' Board of
Directors. ASA Holdings expects to pay quarterly cash dividends with respect
to Holdings Common Stock at the same rates and on the same dates and terms as
those last approved by Airlines' Board of Directors with respect to its
Airlines Common Stock. Airlines paid cash dividends on the outstanding
Airlines Common Stock of 9.5 cents per share during each of the first two
quarters of 1996. However, ASA Holdings' Board of Directors will reconsider
the declaration and the amount of cash dividends periodically, in its sole
discretion, and there can be no assurance as to the declaration or the timing,
amount or other terms of dividends

5
<PAGE> 14

to be paid in the future. The payment of dividends in the future may depend
upon the results of operations, the financial condition of ASA Holdings and
other factors which ASA Holdings' Board of Directors deems relevant.

For more information on Holdings Common Stock, see "ASA HOLDINGS
CAPITAL STOCK" herein.

BUSINESS AND MANAGEMENT OF ASA HOLDINGS

Business

ASA Holdings will not have conducted any business operations prior to
the effective date of the Merger. Subsequent to that date, ASA Holdings
expects to engage in business operations only through its subsidiaries.
Immediately after the consummation of the Reorganization, Airlines and
Investments will be the sole subsidiaries of ASA Holdings. See "BUSINESS AND
MANAGEMENT OF ASA HOLDINGS" herein.

The consolidated financial statements of Airlines immediately before
the formation of ASA Holdings, the Merger and other aspects of the
Reorganization will not be materially different than the consolidated financial
statements of ASA Holdings immediately after the Reorganization. Pursuant to
the Reorganization there will be no change in the total assets, total
liabilities, total shareholders' equity or any components of the statements of
operations. Only the components of shareholders' equity in ASA Holdings'
consolidated balance sheet will change as a result of the cancellation of
Airlines' treasury shares. See "BUSINESS AND MANAGEMENT OF AIRLINES -
FINANCIAL STATEMENTS" herein.

Management

The executive officers and directors of ASA Holdings after the Merger
will be the same as those for Airlines immediately before the effective date of
the Merger. It is not expected that the aggregate compensation of the officers
and directors of ASA Holdings will change in connection with the Reorganization
from the compensation that was payable to them as Airlines' executive officers
and directors before the Merger. See "BUSINESS AND MANAGEMENT OF ASA HOLDINGS
- - MANAGEMENT" herein.

BUSINESS AND MANAGEMENT OF AIRLINES

Airlines is a certificated air carrier providing regularly scheduled,
high frequency airline service between (i) Hartsfield Atlanta International
Airport in Atlanta, Georgia (the "ATLANTA HUB") and 36 other airports in
Alabama, Florida, Georgia, Indiana, Kentucky, Louisiana, Mississippi, North
Carolina, South Carolina, Tennessee, Virginia and West Virginia and (ii)
Dallas/Fort Worth International Airport in Dallas, Texas (the "DALLAS/FORT
WORTH HUB") and 24 other airports in Arkansas, Kansas, Louisiana, Mississippi,
Oklahoma and Texas. Airlines' flights are utilized primarily by business and
military passengers to make connections with flights operated by Delta Air
Lines, Inc. ("DELTA") and other carriers from the Atlanta and Dallas/Fort
Worth hubs. See "BUSINESS AND MANAGEMENT OF AIRLINES" herein.

6
<PAGE> 15

Selected Financial Data

The following selected financial data for the five years ended
December 31, 1995 are derived from the audited consolidated financial
statements of Airlines. The financial data for the six months ended June 30,
1996 are derived from unaudited financial statements. The unaudited financial
statements include all adjustments, consisting of normal recurring accruals,
which Airlines considers necessary for a fair presentation of the financial
position and the results of operations for these periods. Operating results
for the six months ended June 30, 1996 are not necessarily indicative of the
results that may be expected for the entire year ending December 31, 1996. The
data set forth below should be read in conjunction with the consolidated
financial statements, related notes thereto and other financial information
appearing or incorporated by reference in Airlines' Annual Report on Form 10-K
for the year ended December 31, 1995, and Airlines' Quarterly Reports on Form
10-Q for the quarters ended March 31, 1996, and June 30, 1996, each of which
were filed with the Commission and are incorporated herein by reference (see
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" herein).

ATLANTIC SOUTHEAST AIRLINES, INC.
SELECTED FINANCIAL DATA
(Dollars in thousands except per share amounts)

<TABLE>
<CAPTION>
Six Months Ended Year Ended December 31 (audited)
June 30, 1996 --------------------------------------------------------
(unaudited) 1995 1994 1993 1992 1991
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Income Statement Data

Total Operating Revenues $193,643 $328,725 $312,090 $288,463 $235,579 $221,916
Income from Operations 45,886 75,875 84,272 77,620 60,814 52,528
Income before Taxes and Accounting 48,181 80,774 85,620 77,422 59,317 51,596
Change
Income Taxes 18,454 29,637 32,964 31,090 22,250 19,093
Cumulative Effect of Change in - - - 4,212 - -
Accounting for Income Taxes
Net Income $29,727 $51,137 $52,656 $50,544 $37,067 $32,503
Net Income per Share * $0.95 $1.55 $1.54 $1.47 $1.09 $0.95

Balance Sheet Data
Working Capital $154,859 $141,677 $140,391 $126,975 $93,372 $78,721
Total Assets 517,800 512,699 519,684 474,599 430,752 377,603
Long-Term Debt, excluding current 109,008 120,210 152,610 135,963 145,804 139,356
portion
Total Liabilities 253,032 259,844 272,214 249,512 252,013 229,683
Shareholders' Equity 264,768 252,855 247,470 225,087 178,738 147,910

Shareholders' Equity per Share * $8.49 $7.98 $7.45 $6.55 $5.23 $4.35
Cash Dividends Declared per Share * $0.19 $0.34 $0.32 $0.28 $0.24 $0.20
</TABLE>

* Adjusted for stock splits on November 26, 1991 and February 18, 1993.

7
<PAGE> 16

GENERAL INFORMATION

This Proxy Statement/Prospectus is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of Airlines to be
voted at a Special Meeting of Airlines' Shareholders to be held on December 19,
1996, and any adjournment or adjournments thereof, for the purpose set forth in
the accompanying Notice of Special Meeting of Shareholders.

This Proxy Statement/Prospectus also constitutes the Prospectus of ASA
Holdings with respect to the shares of Holdings Common Stock to be issued in
the Merger.

THE PROPOSED REORGANIZATION

GENERAL

Airlines' Board of Directors has proposed a corporate reorganization
that will include creation of a parent holding company for Airlines pursuant to
the Merger. The Merger will be effected pursuant to the Merger Agreement, a
copy of which is attached hereto as Exhibit A and hereby incorporated herein by
reference. At the Special Meeting, shareholders of Airlines will be asked to
consider and vote upon a proposal to approve the Reorganization and to adopt
and approve the Merger Agreement.

COMPANIES INVOLVED IN THE PROPOSED REORGANIZATION

Airlines was incorporated under the laws of the State of Georgia.
Investments, a Delaware corporation, is a wholly owned subsidiary of Airlines
the sole business of which has been to invest certain cash assets contributed
to it by Airlines. As of August 31, 1996, Investments had total assets of
approximately $149 million. ASA Holdings is a newly formed, wholly owned
subsidiary of Airlines organized under the laws of the State of Georgia
specifically for the purpose of becoming the new parent holding company in the
Reorganization. Its executive offices are located at Airlines' principal
executive offices referred to below. ASA Holdings subsequently formed Merging
Co. as a wholly owned subsidiary specifically to effect the Merger. Neither
ASA Holdings nor Merging Co. has any significant assets or capitalization nor
has engaged in any business or prior activities other than in connection with
the Reorganization.

The mailing address of the principal executive offices of Airlines is
100 Hartsfield Centre Parkway, Suite 800, Atlanta, Georgia 30354; and the
telephone number at that office is (404) 766-1400.

THE MERGER

The Merger Agreement provides for the merger of Airlines with Merging
Co., with Airlines being the surviving corporation. Upon the consummation of
the Merger, (a) each issued and outstanding share of Airlines Common Stock
(other than shares held by Airlines as treasury shares) will be automatically
deemed converted into one share of Holdings Common Stock, (b) each issued and
outstanding share of common stock of Merging Co. will be automatically deemed
converted into shares of the surviving corporation, Airlines, (c) the shares of
Holdings Common Stock owned by Airlines before the Merger will be canceled and
(d) the shares of Airlines Common Stock held by Airlines as treasury shares
before the Merger will be canceled. After the consummation of the Merger,
Airlines will become a wholly owned subsidiary of ASA Holdings and the current
shareholders of Airlines will automatically become shareholders of ASA
Holdings. Each of Airlines' current shareholders will

8
<PAGE> 17

have exactly the same proportionate interest in ASA Holdings after the
consummation of the Merger as their proportionate interest in Airlines
immediately before the Merger.

OTHER REORGANIZATION TRANSACTIONS

Immediately after the consummation of the Merger, Airlines will effect
a dividend to ASA Holdings of all the shares of Investments' capital stock held
by Airlines. SHAREHOLDER APPROVAL OF THE REORGANIZATION CONSTITUTES APPROVAL
OF AIRLINES' DIVIDEND. After the Reorganization is completed, Airlines and
Investments will each be wholly owned subsidiaries of ASA Holdings as depicted
below:

CURRENT STRUCTURE
-----------------
Shareholders

Atlantic Southeast Airlines, Inc.
(Georgia corporation)

ASA Investments, Inc.
(Delaware corporation)

POST-REORGANIZATION
-------------------
Shareholders

ASA Holdings, Inc.
(Georgia corporation)

Atlantic Southeast Airlines, Inc. ASA Investments, Inc.
(Georgia corporation) (Delaware corporation)

Upon the completion of the Reorganization, ASA Holdings will have the
same consolidated assets, liabilities and shareholders equity and the same
directors and executive officers as Airlines had immediately prior to the
Merger. Only the components of shareholders' equity in ASA Holdings'
consolidated balance sheet will change as a result of the cancellation of
Airlines' treasury shares. See "BUSINESS AND MANAGEMENT OF AIRLINES -
FINANCIAL STATEMENTS" and "BUSINESS AND MANAGEMENT OF ASA HOLDINGS - FINANCIAL
STATEMENT" herein. Modifications have been made to the Articles of
Incorporation and Bylaws of ASA Holdings as compared to those of Airlines.
However, there have been no material changes made to the Articles of
Incorporation and Bylaws of ASA Holdings other than that Airlines is authorized
to issue up to 50,000,000 shares of Airlines Common Stock, whereas ASA Holdings
is authorized to issue up to 150,000,000 shares of Holdings Common Stock.
These additional shares may be utilized for a variety of corporate purposes,
including, without limitation, (a) to effect stock splits, (b) in connection
with future public offerings to raise additional capital or (c) to facilitate
corporate acquisitions. See "EFFECT ON RIGHTS OF HOLDERS OF AIRLINES COMMON
STOCK" herein. ASA Holdings also expects to continue Airlines' current
quarterly dividend policy. See "ASA HOLDINGS CAPITAL STOCK - MARKET FOR
SECURITIES AND DIVIDENDS" herein.

REASONS FOR THE PROPOSED REORGANIZATION

Airlines' Board of Directors believes that the proposed Reorganization
will provide greater flexibility to ASA Holdings and its subsidiaries than is
available to Airlines with its current corporate structure. The

9
<PAGE> 18

holding company structure will make available to ASA Holdings and its
subsidiaries a greater selection of financing, acquisition and organizational
alternatives. The holding company structure will provide greater flexibility
by permitting ASA Holdings to acquire additional businesses directly rather
than through Airlines, thereby permitting these businesses to remain
independent of Airlines' present operations and free from any direct
constraints on Airlines imposed by credit agreements, regulatory requirements
or otherwise.

The proposed holding company structure will provide additional
flexibility primarily because (a) any new subsidiaries formed by ASA Holdings
will be insulated from the liabilities of and risks associated with Airlines'
operation of a commercial airline; (b) Airlines will be better insulated from
the liabilities of any risks associated with the operation of businesses by
other subsidiaries of ASA Holdings; (c) ASA Holdings and its other
subsidiaries will not be restricted by debt agreements that have been or may be
entered into by Airlines that include restrictive covenants; (d) ASA Holdings
and its other subsidiaries will not be constrained by the other contracts that,
from time to time, are binding on Airlines; (e) Airlines will not be
constrained by the debt agreements or other contracts entered into by ASA
Holdings' subsidiaries and (f) depending on the business conducted by the
company, ASA Holdings and its other subsidiaries may be free from certain
direct constraints on Airlines imposed by regulatory requirements.

Management believes that, after the Reorganization, borrowings from
banks, other financial institutions or the securities markets will be available
to ASA Holdings on substantially the same terms as are currently available to
Airlines. After the Reorganization, ASA Holdings also could borrow money
directly and use it internally or contribute it to Airlines or any other
subsidiary. In addition, any of the subsidiaries could borrow money
independently.

ASA Holdings will not be subject to the restrictive covenants in
Airlines' credit agreements and lease arrangements. The Airlines' Investments
Dividend (see "TERMS OF THE PROPOSED REORGANIZATION - OTHER REORGANIZATION
TRANSACTIONS" herein) also will provide ASA Holdings with approximately $149
million of assets that are free of the restrictive covenants in Airlines'
credit agreements and lease arrangements. Airlines' material lenders and
lessors have consented to the Reorganization where the credit agreements and
lease arrangements make such consent necessary.

There is no agreement currently in effect, nor are there any currently
ongoing negotiations, relating to the acquisition of any company by ASA
Holdings or Airlines. In addition, there are no pending discussions relating
to investments in Airlines or ASA Holdings by any other company. Furthermore,
ASA Holdings does not have any current plans or pending proposals to issue
additional shares of Holdings Common Stock other than pursuant to Airlines'
existing SAR Plan. See "THE PROPOSED REORGANIZATION - EMPLOYEE BENEFIT PLANS"
herein. Both before and after the proposed Reorganization is completed, the
Airlines Board of Directors has been able, and ASA Holdings' Board of Directors
will be able, to approve the issuance of additional shares of capital stock
without shareholder approval. Any such issuances of additional shares would
result in dilution of the current equity interest of existing shareholders.
The issuance of such additional securities will be subject to certain
limitations imposed by the rules of The Nasdaq Stock Market and by general
fiduciary principles. See "EFFECTS ON RIGHTS OF HOLDERS OF AIRLINES COMMON
STOCK" herein.

10
<PAGE> 19

TERMS OF THE MERGER AGREEMENT

GENERAL. The Merger Agreement provides that, following approval of
the Merger Agreement by the shareholders of Airlines and the satisfaction or
waiver of the other conditions to the Merger, at the Effective Time of the
Merger (as defined below), Airlines will be merged with Merging Co., with
Airlines being the surviving corporation. Upon the Effective Time of the
Merger, the following transactions will occur:

(a) each issued and outstanding share of Airlines Common Stock
(other than shares held by Airlines as treasury shares) will
be automatically deemed converted into one share of Holdings
Common Stock;

(b) immediately after the conversion referred to in paragraph (a)
above, each issued and outstanding share of common stock of
Merging Co. will be automatically deemed converted into shares
of Airlines Common Stock;

(c) contemporaneously with the conversion referred to in paragraph
(b) above, the shares of Holdings Common Stock owned by
Airlines immediately prior to the Effective Time of the Merger
will be canceled;

(c) contemporaneously with the cancellation referred to in
paragraph (c) above, the shares of Airlines Common Stock held
by Airlines as treasury shares immediately prior to the
Effective Time of the Merger will be canceled; and

(e) any outstanding stock appreciation rights ("SARS") that
Airlines may have granted pursuant to its SAR Plan shall,
pursuant to the terms of the SAR Plan and the Merger
Agreement, automatically become SARs relating to Holdings
Common Stock upon the same terms.

Pursuant to the Merger, Airlines will become a wholly owned subsidiary
of ASA Holdings and the current shareholders of Airlines will become
shareholders of ASA Holdings. After the consummation of the Merger, each of
the current shareholders of Airlines will have exactly the same proportionate
interest in ASA Holdings as their proportionate interest in Airlines.

CONDITIONS TO THE MERGER. In addition to approval of the
Reorganization and the Merger Agreement by the shareholders of Airlines,
consummation of the Merger is subject to the satisfaction or waiver of, among
others, the following conditions: (i) approval of the listing of Holdings
Common Stock for quotation on The Nasdaq Stock Market's National Market, (ii)
effectiveness of the Registration Statement covering the shares of Holdings
Common Stock into which shares of Airlines Common Stock will be converted in
the Merger and (iii) receipt of an opinion of Ernst & Young LLP, independent
certified public accountants for Airlines and ASA Holdings, with respect to the
federal income tax consequences of the Reorganization. See "THE PROPOSED
REORGANIZATION - CERTAIN FEDERAL INCOME TAX CONSEQUENCES" herein.

EFFECTIVE TIME OF THE MERGER. If the Merger Agreement is approved
and adopted by Airlines' shareholders and the other conditions to the Merger
are satisfied or waived and if the Merger Agreement is not otherwise amended or
terminated, the Merger will become effective upon the later of (a) the filing
of a certificate of merger relating thereto with the Secretary of State of the
State of Georgia, (b) at 11:59 p.m., Eastern Standard Time, December 31, 1996,
or (c) such other time as may be set forth in the certificate of merger (the
"EFFECTIVE TIME OF THE MERGER"). The Merger Agreement provides that the
parties thereto will cause such certificate of

11
<PAGE> 20

merger to be filed on the date that each of the conditions to the consummation
of the Merger has been satisfied or waived.

AMENDMENT. The Merger Agreement may be amended by mutual agreement of
the parties thereto without shareholder approval at any time after its approval
by Airlines' shareholder's provided that no such amendment is made that, by
law, requires further approval by Airlines' shareholders. Any amendment to the
Merger Agreement must be in writing and signed by the parties to the Merger
Agreement.

TERMINATION. The Merger Agreement may be terminated at any time prior
to the Effective Time of the Merger by the Board of Directors of either
Airlines and ASA Holdings, whether before or after shareholder approval of the
Reorganization.

EXCHANGE OF SHARE CERTIFICATES. THE SHAREHOLDERS OF AIRLINES BEFORE
THE CONSUMMATION OF THE MERGER WILL AUTOMATICALLY BECOME OWNERS OF HOLDINGS
COMMON STOCK UPON THE CONSUMMATION OF THE MERGER AND THEREAFTER WILL CEASE TO
BE OWNERS OF AIRLINES COMMON STOCK. IT WILL NOT BE NECESSARY FOR AIRLINES'
SHAREHOLDERS TO EXCHANGE THEIR EXISTING CERTIFICATES REPRESENTING AIRLINES
COMMON STOCK FOR SHARE CERTIFICATES REPRESENTING HOLDINGS COMMON STOCK. SHARE
CERTIFICATES THAT CURRENTLY REPRESENT AIRLINES COMMON STOCK WILL AUTOMATICALLY
BE DEEMED TO REPRESENT HOLDINGS COMMON STOCK AFTER THE CONSUMMATION OF THE
MERGER. THEREAFTER, WHEN ANY SHAREHOLDER TRANSFERS SHARES OF HOLDINGS COMMON
STOCK, THE SHAREHOLDER SHOULD DELIVER THE CERTIFICATE THAT PREVIOUSLY
REPRESENTED AIRLINES COMMON STOCK TO THE TRANSFER AGENT (PROPERLY ENDORSED AND
IN PROPER FORM FOR TRANSFER), AND THE TRANSFEREE WILL RECEIVE A CERTIFICATE
REPRESENTING HOLDINGS COMMON STOCK FOR THE NUMBER OF SHARES TRANSFERRED. ANY
SHARES REMAINING AFTER THE TRANSFER WILL BE RETURNED TO THE TRANSFEROR ON A
CERTIFICATE REPRESENTING HOLDINGS COMMON STOCK.

If any shareholder desires to transfer any certificate that previously
represented shares of Airlines Common Stock, it will be a condition to such
transfer that the certificate surrendered shall be properly endorsed and
otherwise in proper form for transfer and the person requesting such transfer
shall either:

(i) pay ASA Holdings or its agents any taxes or other
governmental charges required by reason of the issuance of certificates
representing shares of Holdings Common Stock in a name other than that of the
registered holder of the certificate so surrendered; or

(ii) establish to the satisfaction of ASA Holdings or its
agents that such taxes or governmental charges have been paid.

RECOMMENDATION OF AIRLINES' BOARD OF DIRECTORS

12
<PAGE> 21

EMPLOYEE BENEFIT PLANS

ASA Holdings has agreed to assume the obligations as a plan sponsor
under the SAR Plan and Airlines' Supplemental Executive Retirement Plan
("SERP"). Further, Airlines' employee benefit plans (other than the SAR Plan)
will be amended, as necessary, to cover any eligible employees of ASA Holdings.
Each of Airlines' employee benefit plans that currently holds or provides for
distributions of Airlines Common Stock will be amended to provide that Holdings
Common Stock will be substituted for Airlines Common Stock as of the Effective
Date of the Merger.

ACCOUNTING TREATMENT

The proposed Reorganization involves the reorganization of interests
under common control and will be accounted for at historical cost in a manner
similar to that of a pooling of interests. The consolidated financial
statements of ASA Holdings after the Reorganization will reflect all of the
consolidated results of operations, consolidated assets and liabilities of
Airlines before the Reorganization and the results of operations, assets and
liabilities of Airlines and Investments after the Reorganization.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following summary is based upon the opinion of Ernst & Young LLP
as to the federal income tax consequences of the Reorganization set forth
below. That opinion is based on the provisions of the Internal Revenue Code of
1986, as amended (the "CODE"), the Treasury Regulations promulgated thereunder,
and administrative and judicial interpretations thereof, all as in effect as of
the date hereof. Such laws or interpretations may differ at the Effective Time
of the Merger, and relevant facts also may differ. If management of ASA
Holdings and Airlines deem it to be appropriate, Ernst & Young LLP will update
its opinion as of the effectiveness of the Airlines' Investments Dividend.
Ernst & Young LLP is under no obligation to update its opinion for changes in
facts or law occurring after the effectiveness of the Airlines' Investments
Dividend.

Airlines has obtained from Ernst & Young LLP certain opinions,
including the following, on the basis of representations provided by
management, that under current federal tax statutes, regulations and prevailing
Internal Revenue Service ("IRS") determinations, it is their opinion that the
following results will apply with respect to the Reorganization:

1. No gain or loss will be recognized by the holders of Airlines
Common Stock upon the conversion of Airlines Common Stock into
Holdings Common Stock pursuant to the Merger;

2. The tax basis of the Holdings Common Stock to be received by
each holder of Airlines Common Stock pursuant to the Merger
will be the same as the tax basis of the Airlines Common Stock
that is converted into Holdings Common Stock pursuant to the
Merger;

3. The holding period of the Holdings Common Stock to be received
by each holder of Airlines Common Stock pursuant to the Merger
will include the period during which such holder held the
Airlines Common Stock that was converted into Holdings Common
Stock pursuant to the Merger provided that the Airlines Common
Stock was held as a capital asset on the Effective Date of the
Merger;

13
<PAGE> 22

4. No gain or loss will be recognized by Airlines, ASA Holdings,
Merging Co. or Investments in connection with the Merger; and

5. No gain or loss will be recognized by ASA Holdings,
Investments or the holders of Airlines Common Stock as a
result of the Airlines' Investments Dividend.

THE DISCUSSION SET FORTH ABOVE DOES NOT ADDRESS THE STATE, LOCAL OR
FOREIGN TAX ASPECTS OF THE REORGANIZATION. THE DISCUSSION IS BASED ON
CURRENTLY EXISTING PROVISIONS OF THE CODE, EXISTING AND PROPOSED TREASURY
REGULATIONS THEREUNDER AND CURRENT ADMINISTRATIVE RULINGS AND COURT DECISIONS.
ALL OF THE FOREGOING ARE SUBJECT TO CHANGE AND ANY SUCH CHANGE COULD AFFECT THE
CONTINUING VALIDITY OF THIS DISCUSSION. EACH HOLDER OF AIRLINES COMMON STOCK
SHOULD CONSULT HIS OR HER OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX
CONSEQUENCES OF THE REORGANIZATION TO HIM OR HER, INCLUDING THE APPLICATION AND
EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS.

DISSENTER'S RIGHTS

Holders of shares of Airlines Common Stock do not have the right to
dissent with respect to the Merger (or the other transactions in the
Reorganization) and receive payment for the "fair value" of their shares under
the GBCC. The GBCC provides that there shall be no right of dissent in favor
of the holder of shares of any class or series which, at the record date fixed
to determine the shareholders entitled to receive notice of and to vote at a
meeting at which a plan of merger or share exchange or a sale or exchange of
property or an amendment of the articles of incorporation is to be acted on,
were either listed on a national securities exchange or held of record by more
than 2,000 shareholders, unless:

(1) In the case of a plan of merger or share exchange, the
holders of shares of the class or series are required under the plan
of merger or share exchange to accept for their shares anything except
shares of the surviving corporation or another publicly held
corporation which at the effective date of the merger or share
exchange are either listed on a national securities exchange or held
of record by more than 2,000 shareholders, except for scrip or cash
payments in lieu of fractional shares; or

(2) The articles of incorporation or a resolution of the board
of directors approving the transaction provides otherwise.

Airlines Common Stock is traded on The Nasdaq Stock Market's National
Market, which for purposes of the GBCC is a national securities exchange and
qualifies Airlines for the exception from the dissenter's rights provisions of
the GBCC.

VOTE REQUIRED

The sole shareholder of Merging Co. must approve the Merger Agreement
and the shareholders of Airlines must approve the Reorganization (including the
Merger). ASA Holdings, the sole shareholder of Merging Co., has approved the
Merger Agreement.

Airlines' shareholders will vote on the proposal to adopt and approve
the Reorganization and the Merger Agreement at the Special Meeting. The
presence in person or by proxy of the holders of a majority of the shares

14
<PAGE> 23

of Airlines Common Stock outstanding as of the October 25, 1996, record date is
necessary to constitute a quorum at the Special Meeting. The affirmative vote
of the holders of a majority of the shares of Airlines Common Stock outstanding
as of the record date is necessary to approve the Reorganization and the Merger
Agreement. As of the record date, the executive officers and directors (7
persons) of Airlines beneficially owned an aggregate of _________ shares of
Airlines Common Stock, approximately ___% of the shares of Airlines Common
Stock then outstanding. As of the record date, Delta Airlines Holdings, Inc.,
a subsidiary of Delta, owned 7,995,000 shares of Airlines Common Stock,
approximately ____% of the outstanding Airlines Common Stock.

For more information regarding the Special Meeting, see "THE SPECIAL
MEETING" herein.

REGULATORY REQUIREMENTS

Airlines is aware of no federal or state regulatory requirements that
must be complied with or approvals that must be obtained prior to the
completion of the Reorganization.

EFFECT ON RIGHTS OF HOLDERS OF AIRLINES COMMON STOCK

Both before and after the proposed Reorganization is completed,
Airlines' Board of Directors has been able, and ASA Holdings' Board of
Directors will be able, to approve the issuance of additional shares of capital
stock without shareholder approval. Any such issuances of additional shares
would result in dilution of the current equity interest of existing
shareholders. Airlines and ASA Holdings do not have any current plans or
pending proposals to issue additional shares of Airlines Common Stock or
Holdings Common Stock other than pursuant to Airlines' existing SAR Plan. The
issuance of such additional securities will be subject to certain limitations
imposed by the rules of The Nasdaq Stock Market and by general fiduciary
principles. Generally, Nasdaq requirements include the requirement that
shareholders approve, among others things, (a) the issuance of common stock
(or securities convertible into common stock) resulting in a change in control,
(b) the sale or issuance of common stock (or securities convertible into common
stock), other than in a public offering, at less than the greater of book or
market value when the aggregate amount of shares sold equal 20% or more of the
number of shares or voting power of the common stock outstanding before the
transaction or (c) an acquisition effected by the issuance of common stock (or
securities convertible into common stock) in exchange for stock

15
<PAGE> 24

or assets where either (i) both (A) the stock or assets are owned by directors,
officers or holders of 5% or more of the outstanding common stock any of whom
has a 5% or greater interest individually, or 10% in the aggregate, in the
company or assets being acquired and (B) the common stock or convertible
securities issued in the transaction would result in a 5% or more increase in
outstanding common stock or (ii) the amount of shares or voting power of the
common stock to be issued (or which has the potential to be issued), other than
in a public offering for cash, will equal or exceed 20% of the number of shares
or voting power of the common stock outstanding before the issuance.

THE SPECIAL MEETING

TIME, DATE AND PLACE

The Special Meeting will be held in Meeting Rooms 117-118 at the Cobb
Galleria Centre, Two Galleria Parkway, Atlanta, Georgia, on Thursday, December
19, 1996, at 11:00 a.m. Eastern Standard Time. This proxy statement and
accompanying form of proxy were first sent or given to Shareholders on or about
November 1, 1996.

RECORD DATE AND SHARES ENTITLED TO VOTE

Only holders of record of shares of Airlines Common Stock at the close
of business on October 25, 1996 (the "RECORD DATE") are entitled to notice of
and to vote at the Special Meeting. As of such date, there were __________
shares of Airlines Common Stock issued and outstanding held by ________ holders
of record. Holders of record of Airlines Common Stock on the Record Date are
entitled to one vote per share on any matter that may properly come before the
Special Meeting.

VOTE REQUIRED; SECURITY OWNERSHIP OF MANAGEMENT

The only class of securities entitled to vote at the Special Meeting
is Airlines Common Stock. Each share of Airlines Common Stock is entitled to
one vote at the Special Meeting. Airlines' Board of Directors, pursuant to
Airlines' Bylaws, fixed October 25, 1996, at the close of business, as the
Record Date for the determination of holders of Airlines Common Stock entitled
to notice of and to vote at the Special Meeting or at any adjournment or
adjournments thereof. As of the Record Date, there were __________ shares of
Airlines Common Stock outstanding and entitled to be voted at the Special
Meeting (excluding any treasury stock).

The presence in person or by proxy of the holders of a majority of the
shares of Airlines Common Stock outstanding as of the Record Date is necessary
to constitute a quorum at the Special Meeting. Abstentions will be counted as
shares that are present and entitled to vote for purposes of determining the
presence of quorum at the Special Meeting. If a quorum is present the
affirmative vote of the holders of a majority of the shares of Airlines Common
Stock outstanding as of the Record Date is necessary to approve the
Reorganization and the Merger Agreement. At this time, Airlines' management
knows of no matter to be presented for action at the Special Meeting other than
those mentioned herein. If, however, any other matters properly come before
the Special Meeting, generally, if a quorum is present, a proposal will pass if
the votes cast favoring the action exceed the votes cast opposing the action.
Abstentions and broker nonvotes with respect to the proposal to approve the
Reorganization and the Merger Agreement or any other matters to be voted on at
the Special Meeting will not count as either a vote for or against such
proposal at the Special Meeting.

16
<PAGE> 25

As of the Record Date, the executive officers and directors (7
persons) of Airlines beneficially owned an aggregate of _________ shares of
Airlines Common Stock or approximately ____ of the shares of Airlines Common
Stock then outstanding. As of the Record Date, Delta Airlines Holdings, Inc.,
a subsidiary of Delta, owned 7,995,000 shares of Airlines Common Stock,
approximately ____% of the outstanding Airlines Common Stock.

ASA Holdings, the sole shareholder of Merging Co., has approved the
Reorganization and the Merger Agreement.

PROXIES

A form of proxy is enclosed with this Proxy Statement/Prospectus. All
shares of Airlines Common Stock represented by properly executed proxies,
unless such proxies have been previously revoked, will be voted in accordance
with the instructions indicated on such proxies. If no instructions are
indicated, such shares will be voted for approval of the Reorganization and the
Merger Agreement and, in the discretion of the proxy holder, as to any other
matter that may properly come before the Special Meeting.

SOLICITATION OF PROXIES

Proxies for the Special Meeting will be solicited by mail. Proxies
may also be solicited by directors, officers and regular employees of Airlines
personally or by telephone, but such persons will not be specially compensated
for such services. Airlines' regularly retained investor relations firm,
Corporate Communications, Inc., may also solicit proxies by telephone and mail.
Corporate Communications, Inc. will not receive a separate fee for any such
solicitations. Banks, brokers, nominees and other custodians and fiduciaries
will be reimbursed for their reasonable out-of-pocket expenses in forwarding
soliciting material to beneficial owners of Airlines Common Stock. The expense
of preparing, assembling, printing, mailing and soliciting proxies will be
borne by Airlines.

ACTION TO BE TAKEN UNDER THE PROXIES

When a proxy in the enclosed form is properly executed and timely
returned, the shares of Airlines Common Stock represented thereby will be voted
at the Special Meeting in the manner specified therein.

PROPOSED REORGANIZATION. Unless instructed otherwise in the space
provided in the proxy form, all properly executed proxies received by Airlines
will be voted at the Special Meeting "FOR" the proposal to approve the
Reorganization and to adopt and approve the Merger Agreement.

OTHER MATTERS. At this time, Airlines' management knows of no matter
to be presented for action at the Special Meeting other than those mentioned
herein. If, however, any other matters properly come before the Special
Meeting, it is intended that the properly executed proxies delivered to
Airlines will be voted in accordance with the judgment of the person or persons
voting such proxies. If a broker indicates on a proxy that it does not have
discretionary authority as to certain shares of Airlines Common Stock to vote
on a particular matter, those shares will not be voted on that matter.

REVOCATION OF PROXIES. Any holder of Airlines Common Stock who
properly executes and delivers a proxy may revoke it at any time prior to it
being exercised. A proxy may be revoked either by (i) filing with the Secretary
of Airlines prior to the Special Meeting, at Airlines' principal executive
offices, either a written

17
<PAGE> 26

revocation of such proxy or a duly executed proxy bearing a later date or (ii)
attending the Special Meeting and voting in person, regardless of whether a
proxy has previously been given. Presence at the Special Meeting will not
revoke a shareholder's proxy unless such shareholder votes in person.

ASA HOLDINGS CAPITAL STOCK

GENERAL

The following is a summary of certain provisions set forth in ASA
Holdings' Articles of Incorporation and Bylaws, which are attached as exhibits
to the Registration Statement of which this Proxy Statement/Prospectus is a
part and are hereby incorporated by reference. This summary is not intended to
be complete and is qualified in its entirety by reference to, and should be
read in conjunction with, ASA Holdings' Articles of Incorporation and Bylaws.

COMMON STOCK

The securities of ASA Holdings to be registered under the Exchange Act
consist of the 150,000,000 shares of Holdings Common Stock, $0.10 par value per
share, of which 1,000 shares are issued and outstanding as of September 26,
1996. Holders of Holdings Common Stock have no preemptive rights.

Holders of Holdings Common Stock are entitled to receive such
dividends as from time to time may be declared by ASA Holdings' Board of
Directors and to share ratably in all assets available for distribution in the
event of a liquidation, dissolution or winding-up, either voluntary or
involuntary, of ASA Holdings. The shares of Holdings Common Stock are neither
redeemable nor convertible nor are there any sinking fund provisions relating
to the Holdings Common Stock.

VOTING RIGHTS

Holders of Holdings Common Stock are entitled to one vote per share on
all matters upon which shareholders have the right to vote. A majority of
shares of Holdings Common Stock, represented in person or by proxy, is required
to constitute a quorum at any meeting of shareholders. If a quorum is present,
the affirmative vote of the holders of a majority of the shares of Holdings
Common Stock represented at the meeting is required to act on any matter
submitted for a vote at the meeting. With respect to any election of
directors, at a meeting at which a quorum is present, any nominee receiving a
plurality of the votes entitled to be cast at the meeting will be elected.
Pursuant to the GBCC, certain proposed actions presented to the holders of
Holdings' Common Stock will pass only if the proposal receives a majority of
all the votes entitled to be cast at the meeting. Such actions include mergers
and share exchanges, a sale of all or substantially all of the assets of ASA
Holdings, amendments to Holdings' Articles of Incorporation that affect the
rights of the shareholders in any substantive way, and voluntary dissolution.
There is no difference in these voting requirements between Airlines Common
Stock and Holdings Common Stock. Holders of Holdings Common Stock have no
cumulative voting rights. See "AIRLINES CAPITAL STOCK AND PRINCIPAL HOLDERS
THEREOF - VOTING RIGHTS" herein.

CERTAIN EFFECTS OF AUTHORIZED BUT UNISSUED STOCK

Under ASA Holdings' Articles of Incorporation, after the
Reorganization there will be approximately 119,311,430 shares of Holdings
Common Stock available for future issuance without shareholder approval. These
additional shares may be utilized for a variety of corporate purposes including
(a) to effect stock splits,

18
<PAGE> 27

(b) in connection with future public offerings to raise additional capital or
(c) to facilitate corporate acquisitions. See "EFFECTS ON RIGHTS OF HOLDERS OF
AIRLINES COMMON STOCK" herein.

REGISTRANT AND TRANSFER AGENT

SunTrust Bank, Atlanta, the transfer agent and registrar for Airlines
Common Stock, will also serve as transfer agent and registrar for Holdings
Common Stock.

MARKET FOR SECURITIES AND DIVIDENDS

There has been and there will be no public market for Holdings Common
Stock prior to the Effective Time of the Merger. At the Effective Time of the
Merger, Holdings Common Stock will be registered under Section 12(g) of the
Exchange Act and will be traded on The Nasdaq Stock Market's National Market
under the symbol "ASAI." Airlines Common Stock will be simultaneously delisted
from The Nasdaq Stock Market's National Market.

THE SHAREHOLDERS OF AIRLINES IMMEDIATELY BEFORE THE EFFECTIVE TIME OF
THE MERGER WILL AUTOMATICALLY BECOME OWNERS OF HOLDINGS COMMON STOCK UPON THE
EFFECTIVE TIME OF THE MERGER AND THEREAFTER WILL CEASE TO BE OWNERS OF AIRLINES
COMMON STOCK. IT WILL NOT BE NECESSARY FOR AIRLINES' SHAREHOLDERS TO EXCHANGE
THEIR EXISTING CERTIFICATES REPRESENTING AIRLINES COMMON STOCK FOR SHARE
CERTIFICATES REPRESENTING HOLDINGS COMMON STOCK. SHARE CERTIFICATES THAT
CURRENTLY REPRESENT AIRLINES COMMON STOCK WILL AUTOMATICALLY BE DEEMED TO
REPRESENT HOLDINGS COMMON STOCK AFTER THE EFFECTIVE TIME OF THE MERGER. SEE
"THE PROPOSED REORGANIZATION - TERMS OF THE MERGER AGREEMENT - EXCHANGE OF
SHARE CERTIFICATES" HEREIN.

No cash dividends have ever been declared by ASA Holdings on Holdings
Common Stock. See "AIRLINES CAPITAL STOCK AND PRINCIPAL HOLDERS THEREOF -
MARKET FOR SECURITIES AND DIVIDENDS" herein. After the Merger, ASA Holdings
expects to pay quarterly cash dividends with respect to Holdings Common Stock
at the same rates and on the same dates and terms as those last approved by
Airlines' Board of Directors with respect to Airlines Common Stock. Airlines
paid cash dividends on the outstanding Airlines Common Stock of 9.5 cents per
share during each of the first two quarters of 1996. However, ASA Holdings'
Board of Directors will reconsider the declaration and the amount of cash
dividends periodically, in its sole discretion, and there can be no assurance
as to the declaration or the timing, amount or other terms of dividends to be
paid in the future. The payment of dividends in the future may depend upon the
results of operations, the financial condition of ASA Holdings and other
factors which ASA Holdings' Board of Directors deems relevant.

SHAREHOLDER AGREEMENT

Pursuant to the terms of a Stock Purchase Agreement dated May 28, 1986
(the "STOCK PURCHASE AGREEMENT"), Delta has the right to nominate up to two
directors to Airlines' Board of Directors if Delta continues to own (directly
or indirectly) at least 10% of the outstanding Airlines Common Stock. As of
September 26, 1996, Delta (through a wholly owned subsidiary) owned
approximately 26% of the outstanding Airlines Common Stock. See "AIRLINES
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF - SECURITY OWNERSHIP OF
MANAGEMENT AND CERTAIN BENEFICIAL OWNERS" herein.

19
<PAGE> 28

AIRLINES CAPITAL STOCK AND PRINCIPAL HOLDERS THEREOF

GENERAL

The following is a summary of certain provisions set forth in
Airlines' Articles of Incorporation and Bylaws, which are incorporated by
reference in Airlines' Annual Report on Form 10-K for the year ended December
31, 1995, which is incorporated herein by reference (see "INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE" herein). This summary is not intended to be
complete and is qualified in its entirety by reference to, and should be read
in conjunction with, Airlines' Articles of Incorporation and Bylaws.

COMMON STOCK

The securities of Airlines registered under the Exchange Act consist
of the 50,000,000 shares of authorized Airlines Common Stock, $0.10 par value
per share of which 30,688,570 shares were issued and outstanding as of
September 26, 1996. All outstanding shares of Airlines Common Stock are duly
authorized, fully paid and nonassessable. Holders of Airlines Common Stock
have no preemptive rights.

Holders of Airlines Common Stock are entitled to receive such
dividends as from time to time may be declared by Airlines' Board of Directors
and to share ratably in all assets available for distribution in the event of a
liquidation, dissolution or winding-up, either voluntary or involuntary, of
Airlines. The shares of Airlines Common Stock are neither redeemable nor
convertible nor are there any sinking fund provisions relating to the Airlines
Common Stock.

VOTING RIGHTS

Holders of Airlines Common Stock are entitled to one vote per share on
all matters upon which shareholders have the right to vote. A majority of
shares of Airlines Common Stock, represented in person or by proxy, is required
to constitute a quorum at any meeting of shareholders. If a quorum is present,
the affirmative vote of the holders of a majority of the shares of Airlines
Common Stock entitled to vote at the meeting is required to act on any matter
submitted for a vote at the meeting. Holders of Airlines Common Stock have no
cumulative voting rights. With respect to any election of directors, at a
meeting at which a quorum is present, any nominee receiving a plurality of the
votes entitled to be cast at the meeting will be elected. Pursuant to the
GBCC, certain proposed actions presented to the holders of Airlines Common
Stock will pass only if the proposal receives a majority of all the votes
entitled to be cast at the meeting. Such actions include mergers and share
exchanges, a sale of all or substantially all of the assets of Airlines,
amendments to Airlines' Articles of Incorporation that affect the rights of the
shareholders in any substantive way, and voluntary dissolution. There is no
difference in these voting requirements between Airlines Common Stock
and Holdings Common Stock. See "ASA HOLDINGS CAPITAL STOCK - VOTING RIGHTS"
herein.

CERTAIN EFFECTS OF AUTHORIZED BUT UNISSUED STOCK

Under Airlines' Articles of Incorporation, there will be approximately
19,311,430 shares of Airlines Common Stock available for future issuance
without shareholder approval. See "EFFECTS ON RIGHTS OF HOLDERS OF AIRLINES
COMMON STOCK" herein.

20
<PAGE> 29

REGISTRAR AND TRANSFER AGENT

The transfer agent and registrar for Airlines Common Stock is SunTrust
Bank, Atlanta.

MARKET FOR SECURITIES AND DIVIDENDS

Airlines Common Stock is traded on The Nasdaq Stock Market's National
Market under the symbol "ASAI." Effective upon the consummation of the Merger,
Airlines Common Stock will be delisted from The Nasdaq Stock Market's National
Market.

<TABLE>
<CAPTION>
Fiscal year ended
December 31, 1996 (to date) High Low
--------------------------- ---- ---
<S> <C> <C>
Quarter Ended March 31, 1996 $28.50 $17.88
Quarter Ended June 30, 1996 $29.38 $22.00
July 1, 1996 through September 26, 1996 $28.38 $21.50

<CAPTION>
Fiscal year ended
December 31, 1995 High Low
----------------- ---- ---
Quarter Ended March 31, 1995 $21.00 $15.25
Quarter Ended June 30, 1995 $30.75 $18.00
Quarter Ended September 30, 1995 $34.25 $21.75
Quarter Ended December 31, 1995 $27.88 $20.75
</TABLE>

Airlines paid cash dividends on the outstanding Airlines Common Stock
of 9.5 cents per share during each of the first two quarters of 1996. More
information regarding Airlines' payment of dividends is contained in its Annual
Report on Form 10-K for the year ended December 31, 1995, and its quarterly
reports on Form 10-Q for the quarters ended March 31, 1996 and June 30, 1996,
each of which were filed with the Commission and are incorporated herein by
reference (See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" herein).

21
<PAGE> 30

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information with respect to
Airlines Common Stock owned beneficially as of September 26, 1996, by each
Director, by each Executive Officer, by all Executive Officers and Directors as
a group and by each person known by Airlines to be a beneficial owner of more
than 5% of the outstanding Airlines Common Stock:

<TABLE>
<CAPTION>
Percentage of
Number of Shares Common Stock
Name of Beneficial Owner Owned Beneficially (1) (1)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Delta Air Lines Holdings, Inc. (2) 7,995,000 26.0%
FMR Corp. (3) 3,090,000 (3) 10.0%
George F. Pickett 609,397 (4)(5) 2.0%
John W. Beiser 420,148 (5)(6) 1.4%
Ronald V. Sapp 12,714 (5) *
Jean A. Mori 860 (7) *
Parker H. Petit 0 -
Alan M. Voorhees 430,630 (8) 1.4%
Ralph W. Voorhees 51,774 (9) *
All Executive Officers and Directors as a group 1,525,523 (4)(5)(6)(7)(8)(9) 5.0%
(7 persons)
</TABLE>

- ------------------------
* Less than 1%.

(1) Information with respect to beneficial ownership is based upon
information furnished by each owner. As of September 26, 1996, there
were 30,688,570 shares of Airlines Common Stock outstanding (excluding
any treasury shares).

(2) The address of this beneficial owner is Suite 1300, 1105 North Market
Street, Wilmington, DE 19801.

(3) The address of this beneficial owner is 82 Devonshire Street, Boston,
MA 02109-3614. FMR Corp. advised Airlines as of March 14, 1996 that
shares owned beneficially by it include the following shares of
Airlines Common Stock: (a) 1,353,200 shares (4.3%) beneficially owned
by Fidelity Management and Research Company ("FMRC"), a wholly owned
subsidiary of FMR Corp., as a result of FMRC serving as investment
adviser to various investment companies registered under Section 8 of
the Investment Company Act of 1940, and serves as investment adviser
to certain other funds which are generally offered to limited groups
of investors; (b) 1,493,700 shares (4.8%) beneficially owned by
Fidelity Management Trust Company, a wholly owned subsidiary of FMR
Corp. ("FMTC"), as a result of FMTC serving as trustee or managing
agent for various private investment accounts, primarily employee
benefit plans, and serving as investment adviser to certain other
funds which are generally offered to limited groups of investors; and
(c) 243,100 shares (less than 1%) ]beneficially owned by Fidelity
International Limited, a wholly owned subsidiary of FMR Corp. ("FIL"),
as a result of FIL serving as investment adviser to various non-U.S.
investment companies. FMR Corp. advised Airlines that FMR Corp. has
sole voting power with respect to 888,700 shares (2.8%) and sole
dispositive power with respect to 2,846,900 shares

22
<PAGE> 31

(9.1%). FMR Corp. advised Airlines as of March 14, 1996 that FIL has
sole voting and dispositive power with respect to all the shares it
beneficially owns. FMR Corp. also advised Airlines that neither
Edward C. Johnson 3d, Chairman of FMR Corp., nor FMR Corp., as a
parent holding company, has been required to file under Section 16(a)
of the Securities and Exchange Act for the period of January 1, 1995
throughout December 31, 1995. Finally, FMR Corp. advised Airlines
that FMR Corp. has bought and sold shares of Airlines Common Stock
during the ordinary course of business for investment purposes only.
FMR Corp. has not made available to Airlines any information updating
the foregoing.

(4) Includes 118,650 shares (less than 1%) held by the wife of George F.
Pickett, with respect to which Mr. Pickett disclaims any beneficial
ownership interest.

(5) Includes shares that the individual named on the table has the right
to acquire, on or before November 25, 1996 (60 days after September
26, 1996), through the exercise of SARs granted under the SAR Plan as
follows: George F. Pickett-9,460 shares; John W. Beiser-8,345
shares; Ronald V. Sapp-2,825 shares; and all Executive Officers and
Directors as a group (7 persons)- 20,630 shares. For purposes of
calculating the number of shares that would be acquired if the
individual named in the table exercised all of the SARs that could be
exercised on or before November 25, 1996, $21.75 is assumed to be the
exercise price for all such SARs on September 26, 1996 (based on the
closing price per share on September 25, 1996), whether or not all
such SARs were exercisable on September 26, 1996. However, some of
these SARs could not be exercised because the grant price of $36.75 is
greater than the assumed exercise price and no appreciation would be
realized.

(6) Includes 200,000 shares (less than 1%) held by the wife of John W.
Beiser, with respect to which Mr. Beiser disclaims any beneficial
ownership interest.

(7) Includes 130 shares (less than 1%) held by the wife of Jean A. Mori,
with respect to which Mr. Mori disclaims any beneficial ownership
interest.

(8) Includes 405,630 shares (1.4%) held by irrevocable trusts created for
the benefit of the adult children of Alan M. Voorhees, with respect to
which Mr. Alan Voorhees disclaims any beneficial ownership interest.

(9) Includes 26,200 shares (less than 1%) held by the wife of Ralph W.
Voorhees, with respect to which Mr. Ralph Voorhees disclaims any
beneficial ownership interest.

- ------------------

23
<PAGE> 32

BUSINESS AND MANAGEMENT OF AIRLINES

GENERAL

Airlines, a Georgia corporation, is a certificated air carrier
providing regularly scheduled, high frequency airline service between (i)
Hartsfield Atlanta International Airport in the Atlanta hub and 36 other
airports in Alabama, Florida, Georgia, Indiana, Kentucky, Louisiana,
Mississippi, North Carolina, South Carolina, Tennessee, Virginia and West
Virginia and (ii) Dallas/Fort Worth International Airport in the Dallas/Fort
Worth hub and 24 other airports in Arkansas, Kansas, Louisiana, Mississippi,
Oklahoma and Texas. Airlines' flights are utilized primarily by business and
military passengers to make connections with flights operated by Delta and
other carriers from the Atlanta and Dallas/Fort Worth hubs.

As of September 26, 1996, Airlines' operating fleet consisted of 75
turboprop airplanes, 12 of which seat 66 passengers and the remaining 63 of
which seat 30 passengers, and 5 jets which seat 88 passengers each.

On July 15, 1986, Investments was incorporated in the State of
Delaware as a wholly-owned subsidiary of Airlines. The sole business of
Investments has been to invest certain cash assets contributed to it by
Airlines. For a description of the effect to the Reorganization on
Investments, see "THE PROPOSED REORGANIZATION - OTHER REORGANIZATION
TRANSACTIONS" herein.

A more detailed description of Airlines' business, together with
certain financial statements and selected financial information, is contained
in its Annual Report on Form 10-K for the year ended December 31, 1995, and its
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996 and June
30, 1996, each of which were filed with the Commission and are incorporated
herein by reference (see "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE"
herein). Information with respect to the principal shareholders and management
of Airlines is contained in its Proxy Statement dated April 15, 1996, with
respect to Airlines' Annual Meeting of Shareholders held May 22, 1996, which
Proxy Statement was filed with the Commission and portions thereof are
incorporated by reference into the Form 10-K referenced above.

FINANCIAL STATEMENTS

24
<PAGE> 33

of operations. Only the components of shareholders' equity in ASA Holdings'
consolidated balance sheet will change as a result of the cancellation of
Airlines' treasury shares as illustrated below:

<TABLE>
<CAPTION>
June 30, 1996
-----------------------------------------
(unaudited)
(dollars in thousands, except per share
amounts)
ASA Holdings
Airlines and and Subsidiaries
Subsidiaries (Pro forma)
--------------- ----------------
<S> <C> <C>
Shareholders' Equity:

Common stock, $0.10 par; authorized - 50,000,000
shares and 150,000,000 shares (pro forma);
outstanding - 34,386,670 shares and 31,173,570
shares (pro forma) $ 3,439 $ 3,117
Capital in excess of par 45,887 -
Retained earnings 282,635 261,810
Unrealized holding loss on investments (159) (159)
--------- ---------
331,802 264,768

Less treasury stock at cost - 3,213,100 shares
and 0 shares (pro forma) (67,034) -
--------- ---------
Total Shareholders' Equity $ 264,768 $ 264,768
========= =========
</TABLE>

For information on the financial statements of ASA Holdings, see
"BUSINESS AND MANAGEMENT OF ASA HOLDINGS - FINANCIAL STATEMENT" and "FINANCIAL
STATEMENT" herein.

MANAGEMENT

For information regarding the executive officers and directors of
Airlines, see Airlines' Proxy Statement dated April 15, 1996, with respect to
Airlines' Annual Meeting of Shareholders held May 22, 1996, which Proxy
Statement was filed with the Commission and portions thereof are incorporated
by reference into Airlines' Form 10-K for the year ended December 31, 1995,
which was filed with the Commission and is incorporated herein by reference
(see "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" herein). Effective
September 1, 1996, Julius P. Gwin retired as a member of the Airlines' Board of
Directors.

LIMITATION ON LIABILITY AND INDEMNIFICATION OF DIRECTORS

Airlines' Articles of Incorporation provide that directors of Airlines
will not be personally liable for monetary damages to Airlines or its
shareholders for certain breaches of their fiduciary duty as directors to the
fullest extent allowable by Georgia law. Under current Georgia law, such a
provision may eliminate or limit the liability of a director of the corporation
or its shareholders for monetary damages for any action taken, or any failure
to take any action, as a director, except liability for: (i) any appropriation,
in violation of their duties, of any business opportunity of the corporation;
(ii) acts or omissions that involve intentional misconduct or a knowing
violation of law; (iii) approval of certain unlawful distributions to
shareholders in excess of amounts legally available for such distributions; and
(iv) any transaction from which the director received an improper personal
benefit. In appropriate circumstances, equitable remedies or nonmonetary
relief, such as an injunction,

25
<PAGE> 34

will remain available to a shareholder seeking redress from any such violation.
In addition, the provision applies only to claims against a director arising
out of his role as a director and not in any other capacity (such as an officer
or employee of Airlines).

Airlines' Bylaws and the GBCC provide that Airlines will indemnify its
directors and officers, and persons serving at the request of Airlines as a
director or officer of another corporation, partnership, joint venture, trust
or other enterprise, against all expenses (including attorneys' fees) and all
obligations to pay judgments, fines, and amounts paid in a settlement actually
and reasonably incurred by any such person in connection with threatened,
pending or completed actions, suits or proceedings, whether civil, criminal,
administrative or investigative, to which such person becomes subject by having
served in such role. Such indemnification shall be made if such person acted
in a manner that he reasonably believed to be in or not opposed to the best
interests of Airlines and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement or conviction,
or upon a plea of nolo contendere or its equivalent, will not, of itself,
create a presumption that such person did not so act and did not have such
reasonable cause to believe. With respect to actions by or on behalf of
Airlines, the foregoing indemnification pursuant to the Bylaws shall not be
paid for judgments, fines or amounts paid in settlement, but shall be paid for
reasonable expenses (including attorneys' fees) incurred in connection with
such actions, suits or proceedings.

Pursuant to the GBCC, indemnification is mandatory with respect to a
director or officer who is successful, on the merits or otherwise, with respect
to any claim, action, suit or proceeding of the character described above or
any issue or matter therein. In other cases, pursuant to Airlines' Bylaws and
the GBCC, Airlines will indemnify the persons discussed in the immediately
preceding paragraph only when (a) Airlines' Board of Directors by a majority
vote of a quorum consisting of directors who are not parties to the action,
suit or proceeding, (b) if such a quorum is not obtainable, a committee,
consisting of two or more directors who are not parties to the actions, suit or
proceeding designated by the Board of Directors (in which designation
interested directors may participate), by a majority vote, or (c) special legal
counsel selected by the Board of Directors or its committee in the manner
described in (a) or (b) above, or, if a quorum of the Board of Directors cannot
be obtained, by a majority vote of the full Board of Directors (in which
selection interested directors may participate), or (d) the shareholders, by
the affirmative vote of a majority of the shares entitled to vote thereon,
determine that indemnification is proper in the circumstances because the
person has met the applicable standard of conduct discussed in the immediately
preceding paragraph. However, if authorized by (a) Airlines' Board of
Directors by a majority vote of a quorum consisting of directors who are not
parties to the action, suit or proceeding, or (b) the shareholders, expenses
shall be paid by Airlines as they are incurred and in advance of the final
disposition of the relevant case, upon receipt of an undertaking by the
director or officer to repay such amounts if it shall ultimately be determined
that he or she is not entitled to be indemnified.

Pursuant to Airlines' Bylaws and the GBCC, if any amounts are paid by
way of indemnification, other then pursuant to a court order or action by the
shareholders or by an insurance carrier pursuant to insurance maintained by
Airlines, then Airlines is required to send notice to all shareholders of
record of the person paid, the amounts paid and the status at the time of such
payment of the litigation or threatened litigation.

Airlines maintains a directors' and officers' liability insurance
policy covering certain losses arising from claims made against them by reason
of wrongful acts (with certain exceptions) committed by them in their
capacities as directors and officers. The insurer's limit of liability under
the policy is $10 million per policy year, subject to the exceptions and other
limitations set forth therein. Airlines also maintains a directors' and
officers' excess liability insurance policy covering certain losses arising
from claims made against them by reason of

26
<PAGE> 35

wrongful acts (with certain exceptions) committed by them in their capacities
as directors and officers. The insurer's limit of liability under this policy
is also $10 million per policy year, subject to the exceptions and other
limitations set forth therein.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
Airlines pursuant to the foregoing provisions, the Commission requires
disclosure that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, in their
opinion, therefore unenforceable.

BUSINESS AND MANAGEMENT OF ASA HOLDINGS

GENERAL

ASA Holdings was incorporated under the laws of the State of Georgia
on September 20, 1996. The sole business purpose of ASA Holdings is to become
the parent holding company for Airlines and its subsidiaries as described in
this Proxy Statement/Prospectus. Prior to the Effective Time of the Merger,
ASA Holdings will not have conducted any business activities.

FINANCIAL STATEMENT

A consolidated audited balance sheet of ASA Holdings as of September
25, 1996, the independent auditor's report thereon and the related notes are
included as a part of this Proxy Statement/Prospectus. The consolidated
financial statements of Airlines immediately before the formation of ASA
Holdings, the Merger and the other aspects of the Merger will not be materially
different than the consolidated financial statements of ASA Holdings
immediately after the Reorganization. Pursuant to the Reorganization, there
will be no change in the total assets, total liabilities, total shareholders'
equity or any components of the statements of operations. Only the components
of shareholders' equity in ASA Holdings' consolidated balance sheet will change
as a result of the cancellation of Airlines treasury shares. See "BUSINESS AND
MANAGEMENT OF AIRLINES - FINANCIAL STATEMENTS" herein.

MANAGEMENT

The executive officers and directors of ASA Holdings after the Merger
will be the same as those for Airlines immediately before the Effective Time of
the Merger. It is not expected that the aggregate compensation of the officers
and directors as of ASA Holdings will change in connection with the
Reorganization from the compensation that was payable to them as Airlines'
executive officers and directors before the Merger. See "BUSINESS AND
MANAGEMENT OF AIRLINES - MANAGEMENT" herein.

It is contemplated that the Stock Purchase Agreement between Airlines
and Delta will be amended as a result of the Reorganization to substitute the
right to nominate two directors to ASA Holdings' Board of Directors if Delta
continues to own (directly or indirectly) at least 10% of the outstanding
Holdings Common Stock after the Merger. See "BUSINESS AND MANAGEMENT OF
AIRLINES - MANAGEMENT" herein. As of September 26, 1996, Delta (through a
wholly owned subsidiary) owned approximately 26.0% of the outstanding Airlines
Common Stock. See "AIRLINES VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF -
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS" herein.

27
<PAGE> 36

LIMITATION ON LIABILITY AND INDEMNIFICATION OF DIRECTORS

With respect to limitation of liability and indemnification of
directors, the Articles of Incorporation and Bylaws of ASA Holdings are
substantially identical to those of Airlines. See "BUSINESS AND MANAGEMENT OF
AIRLINES - LIMITATION ON LIABILITY AND INDEMNIFICATION OF DIRECTORS" herein.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
ASA Holdings pursuant to the foregoing provisions, the Commission requires
disclosure that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, in their
opinion, therefore unenforceable.

EXPERTS

The consolidated financial statements of Airlines and related
financial statement schedule appearing in Airlines' Annual Report on Form 10-K
for the year ended December 31, 1995, which is incorporated herein by reference
(see "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" herein), have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
report included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.

ASA Holdings' consolidated balance sheet at September 25, 1996,
appearing in this Proxy Statement/Prospectus and Registration Statement has
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon appearing elsewhere herein, and is included in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.

LEGAL MATTERS

The legality of the shares of Holdings Common Stock being issued will
be passed upon for ASA Holdings by Altman, Kritzer & Levick, P.C., Atlanta,
Georgia.

OTHER MATTERS

ACTION ON OTHER MATTERS AT THE SPECIAL MEETING

At this time, Airlines does not know of any other matters to be
presented for action at the Special Meeting other than those mentioned in the
Notice of Special Meeting of Shareholders and referred to in this Proxy
Statement/Prospectus. If any other matter comes before the meeting, it is
intended that the proxies will be voted in respect thereof in accordance with
the judgment of the persons voting the proxies.

SHAREHOLDERS' PROPOSALS FOR 1997 ANNUAL MEETING

Airlines (or if the Reorganization is completed, ASA Holdings) plans
to hold its 1997 Annual Meeting of its shareholders during the month of May
(the "1997 ANNUAL MEETING"). Any proposal of a shareholder intended to be
presented at the 1997 Annual Meeting must be received by the Secretary of
Airlines (or if the Reorganization is completed, ASA Holdings) for inclusion in
the proxy statement and form of proxy for that meeting no later than December
17, 1996. Such proposals must meet the requirements of the regulations

28
<PAGE> 37

promulgated by Airlines (or if the Reorganization is completed, ASA Holdings)
to be eligible for inclusion in the 1997 proxy materials.

SHAREHOLDERS ARE URGED TO DATE, SIGN AND RETURN PROMPTLY THE ENCLOSED
PROXY IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES. YOUR COOPERATION WILL BE APPRECIATED. YOUR PROXY WILL BE
VOTED, WITH RESPECT TO THE MATTERS IDENTIFIED THEREON, IN ACCORDANCE WITH ANY
SPECIFICATIONS ON THE PROXY.

BY ORDER OF THE BOARD OF DIRECTORS

29
<PAGE> 38

FINANCIAL STATEMENT

INDEX TO FINANCIAL STATEMENT

ASA HOLDINGS, INC.

<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
Financial Statement:
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2
Consolidated Balance Sheet as of September 25, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3
Notes to Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4
</TABLE>

F-1
<PAGE> 39

REPORT OF INDEPENDENT AUDITORS

The Shareholder and Board of Directors
ASA Holdings, Inc.

We have audited the accompanying consolidated balance sheet of ASA
Holdings, Inc. and subsidiary as of September 25, 1996. This consolidated
balance sheet is the responsibility of the Company's management. Our
responsibility is to express an opinion on this balance sheet based on our
audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the balance sheet. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall balance sheet
presentation. We believe that our audit of the balance sheet provides a
reasonable basis for our opinion.

In our opinion, the consolidated balance sheet referred to above
presents fairly, in all material respects, the consolidated financial position
of ASA Holdings, Inc. and subsidiary at September 25, 1996, in conformity with
generally accepted accounting principles.

/s/ Ernst & Young LLP

Atlanta, Georgia
September 25, 1996

F-2
<PAGE> 40

ASA HOLDINGS, INC. AND SUBSIDIARY

Consolidated Balance Sheet
September 25, 1996

<TABLE>
<S> <C>
ASSETS $ -
-----------
TOTAL ASSETS $ -
===========
LIABILITIES AND SHAREHOLDER'S EQUITY

Total Liabilities $ -

Shareholder's Equity
Common stock, $.10 par; authorized - 150,000,000 shares;
issued - 1,000 shares 100
Capital in excess of par 900
Note receivable from Airlines (1,000)
-----------
Retained earnings -
-----------
Total Shareholder's Equity -
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ -
===========
</TABLE>

F-3
<PAGE> 41
ASA HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED BALANCE SHEET

September 25, 1996

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

ASA Holdings, Inc. ("ASA Holdings") was incorporated on September 20, 1996 by
Atlantic Southeast Airlines, Inc. ("Airlines") as its wholly owned subsidiary.
The sole purpose of ASA Holdings is to become the holding company for Airlines
and its subsidiaries. As a result, ASA Holdings has not conducted any business
activities to date.

ASA Holdings formed Atlantic Southeast Merging Co. ("Merging Co."), as its
wholly-owned subsidiary. Pursuant to the Agreement and Plan of Merger, Merging
Co. will be merged into Airlines (the "Merger"), with Airlines being the
surviving corporation. In connection with the Merger, each outstanding share
of common stock of Airlines, $0.10 par value per share ("Airlines Common
Stock"), other than existing treasury shares, will be converted into one share
of common stock of ASA Holdings, $0.10 par value per share ("Holdings Common
Stock"), and the shares of common stock of Merging Co. owned by ASA Holdings
will be converted into shares of Airlines Common Stock. The shares of Holdings
Common Stock currently owned by Airlines will be canceled. The shares of
Airlines Common Stock held by Airlines as treasury shares will be canceled.
After the Merger, the current shareholders of Airlines will be shareholders of
ASA Holdings and Airlines will be a wholly owned subsidiary of ASA Holdings.
Each of the current shareholders of Airlines will have exactly the same
proportionate interest in ASA Holdings after the Merger as they currently have
in Airlines.

Principles of Consolidation

The consolidated balance sheet includes the accounts of ASA Holdings and its
wholly-owned subsidiary Merging Co. All significant intercompany accounts have
been eliminated in consolidation.

NOTE RECEIVABLE

The note receivable from Airlines is an unsecured, non-interest bearing demand
note for $1,000.

SHAREHOLDERS' EQUITY

There are 150,000,000 authorized shares of Holdings Common Stock. At September
25, 1996, 1,000 shares of Holdings Common Stock were issued and outstanding.
(See "Description of Business" above.)

USE OF ESTIMATES

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results inevitably will differ from those
estimates, and such differences may be material to the financial statements.

F-4
<PAGE> 42

EXHIBIT A

AGREEMENT AND PLAN OF MERGER
AMONG
ASA HOLDINGS, INC.
AND
ATLANTIC SOUTHEAST AIRLINES, INC.
AND
ATLANTIC SOUTHEAST MERGING CO.

THIS AGREEMENT AND PLAN OF MERGER (THIS "AGREEMENT") IS ENTERED INTO
THIS 25TH DAY OF SEPTEMBER, 1996, BY AND AMONG ASA HOLDINGS, INC., A GEORGIA
CORPORATION ("HOLDINGS"), ATLANTIC SOUTHEAST AIRLINES, INC., A GEORGIA
CORPORATION ("AIRLINES"), AND ATLANTIC SOUTHEAST MERGING CO., A GEORGIA
CORPORATION ("MERGING CO.").

W I T N E S S E T H :

WHEREAS, THE RESPECTIVE BOARDS OF DIRECTORS OF HOLDINGS, MERGING CO.
AND AIRLINES HAVE APPROVED THE MERGER OF MERGING CO. WITH AND INTO AIRLINES
(THE "MERGER") UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS
AGREEMENT, WHEREBY EACH ISSUED AND OUTSTANDING SHARE OF COMMON STOCK ("AIRLINES
COMMON STOCK"), PAR VALUE $0.10 PER SHARE, OF AIRLINES (WHICH SHALL NOT INCLUDE
TREASURY SHARES) WILL BE CONVERTED INTO THE RIGHT TO RECEIVE ONE (1) SHARE OF
COMMON STOCK, PAR VALUE $0.10 PER SHARE OF HOLDINGS ("HOLDINGS COMMON STOCK");

WHEREAS, THE MERGER REQUIRES THE APPROVAL OF THE HOLDERS OF A MAJORITY
OF THE OUTSTANDING SHARES OF THE AIRLINES COMMON STOCK ENTITLED TO VOTE THEREON
AT A MEETING OF HOLDERS OF AIRLINES COMMON STOCK TO BE CALLED THEREFOR (THE
"AIRLINES SHAREHOLDER APPROVAL") AND THE APPROVAL OF THE SOLE SHAREHOLDER OF
MERGING CO.; AND

WHEREAS, FOR FEDERAL INCOME TAX PURPOSES, IT IS INTENDED THE MERGER
SHALL QUALIFY AS AN EXCHANGE WITHIN THE MEANING OF SECTION 351(a) OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND A REORGANIZATION
WITHIN THE MEANING OF SECTION 368(a)(1)(B) OF THE CODE.

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE MUTUAL
AGREEMENTS OF THE PARTIES CONTAINED HEREIN AND IN ACCORDANCE WITH THE LAWS OF
THE STATE OF GEORGIA, THE PARTIES HERETO, INTENDING TO BE LEGALLY BOUND, DO
HEREBY AGREE AS FOLLOWS:

ARTICLE ONE

THE MERGER

SECTION 1.01. THE MERGER. UPON THE TERMS AND SUBJECT TO THE
CONDITIONS SET FORTH IN THIS AGREEMENT, AND IN ACCORDANCE WITH THE GEORGIA
BUSINESS CORPORATION CODE (THE "GBCC"), MERGING CO. SHALL BE MERGED WITH AND
INTO AIRLINES AT THE EFFECTIVE TIME (AS DEFINED BELOW). FOLLOWING THE
EFFECTIVE

<PAGE> 43

TIME, THE SEPARATE CORPORATE EXISTENCE OF MERGING CO. SHALL CEASE AND AIRLINES
SHALL CONTINUE AS THE SURVIVING CORPORATION (THE "SURVIVING CORPORATION") AND
SHALL SUCCEED TO AND ASSUME ALL THE RIGHTS AND OBLIGATIONS OF MERGING CO. IN
ACCORDANCE WITH THE GBCC.

SECTION 1.02. CLOSING. THE CLOSING OF THE MERGER (THE "CLOSING")
WILL TAKE PLACE AT 10:00 A.M. ON A DATE TO BE SPECIFIED BY THE PARTIES (THE
"CLOSING DATE"), WHICH SHALL BE NO LATER THAN THE SECOND BUSINESS DAY AFTER
SATISFACTION OF THE CONDITIONS SET FORTH IN SECTION 4.01, AT THE OFFICES OF
ALTMAN, KRITZER & LEVICK, 6400 POWERS FERRY ROAD, ATLANTA, GEORGIA 30339,
UNLESS ANOTHER DAY OR PLACE IS AGREED TO IN WRITING BY THE PARTIES HERETO.

SECTION 1.03. EFFECTIVE TIME. SUBJECT TO THE PROVISIONS OF THIS
AGREEMENT, ON OR AFTER THE CLOSING DATE THE PARTIES SHALL FILE A CERTIFICATE OF
MERGER OR OTHER APPROPRIATE DOCUMENTS (IN ANY SUCH CASE, THE "CERTIFICATE OF
MERGER") EXECUTED IN ACCORDANCE WITH THE RELEVANT PROVISIONS OF THE GBCC AND
SHALL MAKE ALL OTHER FILINGS OR RECORDINGS REQUIRED UNDER THE GBCC. THE MERGER
SHALL BECOME EFFECTIVE AFTER THE CLOSE OF BUSINESS ON DECEMBER 31, 1996 AT
11:59 P.M., OR AT SUCH OTHER TIME AS MAY BE SPECIFIED IN THE CERTIFICATE OF
MERGER (THE TIME THE MERGER BECOMES EFFECTIVE BEING HEREINAFTER REFERRED TO AS
THE "EFFECTIVE TIME").

SECTION 1.04. EFFECT OF THE MERGER. THE MERGER SHALL HAVE THE
EFFECT SET FORTH IN SECTION 14-2-1106 OF THE GBCC.

SECTION 1.05. ARTICLES OF INCORPORATION AND BYLAWS.

(A) ARTICLES OF INCORPORATION. THE ARTICLES OF
INCORPORATION OF MERGING CO., AS IN EFFECT AT THE EFFECTIVE TIME, SHALL BE THE
ARTICLES OF INCORPORATION OF THE SURVIVING CORPORATION FOLLOWING THE MERGER
UNTIL AMENDED AS PROVIDED BY LAW.

(B) BYLAWS. THE BYLAWS OF MERGING CO., AS IN EFFECT AT
THE EFFECTIVE TIME, SHALL BE THE BYLAWS OF THE SURVIVING CORPORATION UNTIL
AMENDED AS PROVIDED BY LAW.

SECTION 1.06. DIRECTORS. THE DIRECTORS OF MERGING CO. AT THE
EFFECTIVE TIME SHALL BE THE DIRECTORS OF THE SURVIVING CORPORATION, UNTIL THE
EARLIER OF THEIR RESIGNATION OR REMOVAL OR UNTIL THEIR RESPECTIVE SUCCESSORS
ARE DULY ELECTED AND QUALIFIED, AS THE CASE MAY BE.

SECTION 1.07. OFFICERS. THE OFFICERS OF AIRLINES AT THE EFFECTIVE
TIME SHALL BE THE OFFICERS OF THE SURVIVING CORPORATION, UNTIL THE EARLIER OF
THEIR RESIGNATION OR REMOVAL OR UNTIL THEIR RESPECTIVE SUCCESSORS ARE DULY
ELECTED AND QUALIFIED, AS THE CASE MAY BE.

ARTICLE TWO

EFFECT ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES

SECTION 2.01. EFFECT ON CAPITAL STOCK. AS OF THE EFFECTIVE TIME,
BY VIRTUE OF THE MERGER AND WITHOUT ANY ACTION ON THE PART OF THE HOLDER OF ANY
SHARES OF AIRLINES COMMON STOCK OR THE HOLDER OF ANY SHARES OF CAPITAL STOCK OF
MERGING CO.:

A-2
<PAGE> 44

(A) CAPITAL STOCK OF MERGING CO. EACH ISSUED AND
OUTSTANDING SHARE OF CAPITAL STOCK OF MERGING CO. SHALL BE CONVERTED INTO AND
BECOME ONE FULLY PAID AND NON-ASSESSABLE SHARE OF COMMON STOCK, PAR VALUE $0.10
PER SHARE, OF THE SURVIVING CORPORATION. THE NUMBER OF SHARES OF COMMON STOCK
OF THE SURVIVING CORPORATION OUTSTANDING AFTER THE EFFECTIVE TIME SHALL BE THE
SAME AS THE NUMBER OF SHARES OF CAPITAL STOCK OF MERGING CO. OUTSTANDING
IMMEDIATELY PRIOR TO THE EFFECTIVE TIME, AND ALL OF SUCH SHARES OF OUTSTANDING
COMMON STOCK OF THE SURVIVING CORPORATION SHALL BE HELD BY HOLDINGS.
CONTEMPORANEOUSLY WITH THE CONVERSION OF THE SHARES OF MERGING CO. COMMON
STOCK, THE PROMISSORY NOTE MADE BY HOLDINGS IN CONNECTION WITH THE ACQUISITION
OF SUCH SHARES SHALL BE CANCELLED.

(B) CANCELLATION OF AIRLINES-OWNED STOCK. EACH SHARE OF
HOLDINGS COMMON STOCK AND AIRLINES COMMON STOCK THAT IS OWNED BY AIRLINES SHALL
AUTOMATICALLY BE CANCELED AND RETIRED AND SHALL CEASE TO EXIST, AND NO HOLDINGS
COMMON STOCK OR OTHER CONSIDERATION SHALL BE DELIVERED IN EXCHANGE FOR SUCH
CANCELED AND RETIRED HOLDINGS COMMON STOCK OR AIRLINES COMMON STOCK.
CONTEMPORANEOUSLY WITH THE CANCELLATION OF THE SHARES OF HOLDINGS COMMON STOCK
OWNED BY AIRLINES, THE PROMISSORY NOTE MADE BY AIRLINES IN FAVOR OF HOLDINGS IN
CONNECTION WITH THE ACQUISITION OF SUCH SHARES SHALL BE CANCELLED.

(C) CONVERSION OF AIRLINES COMMON STOCK. EXCEPT AS
PROVIDED IN SECTION 2.01(b), EACH ISSUED AND OUTSTANDING SHARE OF AIRLINES
COMMON STOCK SHALL BE CONVERTED INTO THE RIGHT TO RECEIVE ONE FULLY PAID AND
NON-ASSESSABLE SHARE OF HOLDINGS COMMON STOCK. AS OF THE EFFECTIVE TIME, ALL
SUCH SHARES OF AIRLINES COMMON STOCK SHALL NO LONGER BE OUTSTANDING AND SHALL
AUTOMATICALLY BE CANCELED AND RETIRED AND SHALL CEASE TO EXIST, AND EACH HOLDER
OF A CERTIFICATE REPRESENTING ANY SUCH SHARES OF AIRLINES COMMON STOCK SHALL
CEASE TO HAVE ANY RIGHTS WITH RESPECT THERETO, EXCEPT THE RIGHT (AS PROVIDED IN
THIS SECTION 2.01(c), TO RECEIVE THE SHARES OF HOLDINGS COMMON STOCK TO BE
ISSUED IN CONSIDERATION THEREFOR UPON SURRENDER OF SUCH CERTIFICATE IN
ACCORDANCE WITH SECTION 2.02, WITHOUT INTEREST.

(D) SARS. EACH ISSUED AND OUTSTANDING STOCK APPRECIATION
RIGHT ("SAR") GRANTED PURSUANT TO THE 1990 STOCK APPRECIATION RIGHTS PLAN OF
AIRLINES (THE "PLAN") SHALL PERTAIN TO AND APPLY TO THE SAME NUMBER AND KIND OF
SHARES OF HOLDINGS COMMON STOCK TO WHICH THE HOLDER OF THE SAR COULD HAVE BEEN
ENTITLED HAD HE ON THE RECORD DATE OF THE MERGER BEEN THE RECORD HOLDER OF THE
NUMBER OF SHARES OF AIRLINES COMMON STOCK SUBJECT TO THE SAR. IT WILL NOT BE
NECESSARY FOR THE HOLDER OF ANY SUCH SAR TO DELIVER THE AWARD (AS DEFINED IN
THE PLAN) PERTAINING THERETO TO HOLDINGS FOR AMENDMENT OR MODIFICATION IN ANY
RESPECT. AT THE EFFECTIVE TIME, AS A RESULT OF HOLDINGS BECOMING THE PARENT OF
AIRLINES, HOLDINGS SHALL (i) BECOME A SPONSOR OF THE PLAN, WHICH SHALL CONTINUE
TO PROVIDE THAT ONLY EMPLOYEES OF AIRLINES SHALL BE QUALIFIED PARTICIPANTS OF
THE PLAN, AND (ii) ASSUME THE PLAN AND ALL OF THE OBLIGATIONS OF AIRLINES UNDER
THE PLAN. THE PLAN SHALL BE AMENDED TO REFLECT THE IMPLEMENTATION OF THE
PRECEDING SENTENCE, AS WELL AS ANY OTHER CHANGES APPROPRIATE AS A RESULT OF THE
MERGER.

SECTION 2.02. EXCHANGE OF CERTIFICATES.

(A) STOCK CERTIFICATE. FOLLOWING THE EFFECTIVE TIME,
EACH HOLDER OF AN OUTSTANDING CERTIFICATE OR CERTIFICATES THERETOFORE
REPRESENTING SHARES OF AIRLINES COMMON STOCK MAY, BUT SHALL NOT BE REQUIRED TO,
SURRENDER THE SAME TO HOLDINGS FOR CANCELLATION OR TRANSFER, AND EACH SUCH
HOLDER OR TRANSFEREE WILL BE ENTITLED TO RECEIVE CERTIFICATES REPRESENTING THE
SAME NUMBER OF SHARES OF HOLDINGS COMMON STOCK AS THE SHARES OF AIRLINES COMMON
STOCK PREVIOUSLY REPRESENTED BY THE STOCK CERTIFICATES SURRENDERED. IF ANY
CERTIFICATE REPRESENTING SHARES OF HOLDINGS COMMON STOCK IS TO BE ISSUED IN A
NAME OTHER THAN THAT IN WHICH THE CERTIFICATE THERETOFORE REPRESENTING THE
AIRLINES COMMON STOCK SURRENDERED IS REGISTERED, IT SHALL BE A CONDITION TO
SUCH ISSUANCE THAT THE CERTIFICATES SURRENDERED SHALL BE PROPERLY

A-3
<PAGE> 45

ENDORSED AND OTHERWISE IN PROPER FORM FOR TRANSFER AND THE PERSON REQUESTING
SUCH ISSUANCE SHALL EITHER:

(I) PAY HOLDINGS OR ITS AGENTS ANY TAXES OR OTHER
GOVERNMENTAL CHARGES REQUIRED BY REASON OF THE ISSUANCE OF CERTIFICATES
REPRESENTING SHARES OF HOLDINGS COMMON STOCK IN A NAME OTHER THAN THAT OF THE
REGISTERED HOLDER OF THE CERTIFICATE SO SURRENDERED; OR

(II) ESTABLISH TO THE SATISFACTION OF HOLDINGS OR
ITS AGENTS THAT SUCH TAXES OR GOVERNMENTAL CHARGES HAVE BEEN PAID.

UNTIL SO SURRENDERED OR PRESENTED FOR TRANSFER, EACH OUTSTANDING CERTIFICATE
WHICH, PRIOR TO THE EFFECTIVE TIME, REPRESENTED AIRLINES COMMON STOCK SHALL BE
DEEMED AND TREATED FOR ALL CORPORATE PURPOSES TO REPRESENT THE OWNERSHIP OF THE
SAME NUMBER OF SHARES OF HOLDINGS COMMON STOCK AS THOUGH SUCH SURRENDER OR
TRANSFER OR EXCHANGE HAD TAKEN PLACE.

(B) NO FURTHER OWNERSHIP RIGHTS IN AIRLINES COMMON STOCK.
ALL SHARES OF HOLDINGS COMMON STOCK ISSUED IN ACCORDANCE WITH THE TERMS OF THIS
ARTICLE TWO SHALL BE DEEMED TO HAVE BEEN ISSUED (AND PAID) IN FULL SATISFACTION
OF ALL RIGHTS PERTAINING TO THE SHARES OF AIRLINES COMMON STOCK THERETOFORE
REPRESENTED BY SUCH CERTIFICATE, SUBJECT, HOWEVER, TO THE SURVIVING
CORPORATION'S OBLIGATION TO PAY DIVIDENDS OR MAKE ANY OTHER DISTRIBUTIONS WITH
A RECORD DATE PRIOR TO THE EFFECTIVE TIME WHICH MAY HAVE BEEN DECLARED OR MADE
BY AIRLINES ON SUCH SHARES OF AIRLINES COMMON STOCK PRIOR TO THE DATE OF THIS
AGREEMENT AND WHICH REMAIN UNPAID AT THE EFFECTIVE TIME. THERE SHALL BE NO
FURTHER REGISTRATION OF TRANSFERS ON THE STOCK TRANSFER BOOKS OF THE SURVIVING
CORPORATION OF THE SHARES OF AIRLINES COMMON STOCK, WHICH WERE OUTSTANDING
IMMEDIATELY PRIOR TO THE EFFECTIVE TIME.

ARTICLE THREE

CONDITIONS PRECEDENT

SECTION 3.01. CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE
MERGER. THE RESPECTIVE OBLIGATIONS OF EACH PARTY TO EFFECT THE MERGER ARE
SUBJECT TO THE SATISFACTION OR WAIVER ON OR PRIOR TO THE CLOSING DATE OF THE
FOLLOWING CONDITIONS:

(A) SHAREHOLDER APPROVAL. THE AIRLINES SHAREHOLDER
APPROVAL AND THE APPROVAL OF THE SOLE SHAREHOLDER OF HOLDINGS SHALL HAVE BEEN
OBTAINED.

(B) FORM S-4. THE REGISTRATION STATEMENT ON FORM S-4
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY HOLDINGS IN CONNECTION
WITH THE ISSUANCE OF HOLDINGS COMMON STOCK IN THE MERGER SHALL HAVE BECOME
EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND SHALL NOT BE THE
SUBJECT OF ANY STOP ORDER OR PROCEEDINGS SEEKING A STOP ORDER.

(C) TAX OPINION. AIRLINES SHALL HAVE RECEIVED FROM ERNST
& YOUNG, LLP, AIRLINES' CERTIFIED PUBLIC ACCOUNTING FIRM AN OPINION STATING THE
MERGER WILL BE TREATED FOR FEDERAL INCOME TAX PURPOSES AS AN EXCHANGE WITHIN
THE MEANING OF SECTION 351(a) OF THE CODE AND A REORGANIZATION WITHIN THE
MEANING OF SECTION 368(a)(1)(B) OF THE CODE.

A-4
<PAGE> 46

(D) NASDAQ/NMS APPROVAL. THE SHARES OF HOLDINGS COMMON
STOCK TO BE ISSUED IN THE MERGER SHALL HAVE BEEN APPROVED FOR LISTING ON THE
NASDAQ STOCK MARKET'S NATIONAL MARKET SYSTEM.

ARTICLE FOUR

TERMINATION, AMENDMENT AND WAIVER

SECTION 4.01. TERMINATION. THIS AGREEMENT MAY BE TERMINATED AT ANY
TIME PRIOR TO THE EFFECTIVE TIME, WHETHER BEFORE OR AFTER THE AIRLINES
SHAREHOLDER APPROVAL, BY THE BOARD OF DIRECTORS OF EITHER AIRLINES OR HOLDINGS.

SECTION 4.02. EFFECT OF TERMINATION. IN THE EVENT OF TERMINATION
OF THIS AGREEMENT AS PROVIDED IN SECTION 4.01, THIS AGREEMENT SHALL FORTHWITH
BECOME VOID AND HAVE NO EFFECT, WITHOUT ANY LIABILITY OR OBLIGATION ON THE PART
OF HOLDINGS, MERGING CO. OR AIRLINES.

SECTION 4.03. AMENDMENT. THIS AGREEMENT MAY BE AMENDED BY THE
PARTIES HERETO AT ANY TIME BEFORE OR AFTER THE AIRLINES SHAREHOLDER APPROVAL;
PROVIDED, HOWEVER, THAT AFTER ANY SUCH AIRLINES SHAREHOLDER APPROVAL, THERE
SHALL BE MADE NO AMENDMENT THAT BY LAW REQUIRES FURTHER APPROVAL BY THE
AIRLINES SHAREHOLDERS WITHOUT THE FURTHER APPROVAL OF SUCH SHAREHOLDERS. THIS
AGREEMENT MAY NOT BE AMENDED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED ON
BEHALF OF EACH OF THE PARTIES.

SECTION 4.04. WAIVER. AT ANY TIME PRIOR TO THE EFFECTIVE TIME, ANY
PARTY HERETO MAY WAIVE COMPLIANCE BY ANY OTHER PARTY OR PARTIES HERETO WITH ANY
OF THE AGREEMENTS OR CONDITIONS CONTAINED IN THIS AGREEMENT. ANY AGREEMENT ON
THE PART OF A PARTY TO ANY SUCH WAIVER SHALL BE VALID ONLY IF SET FORTH IN AN
INSTRUMENT IN WRITING SIGNED ON BEHALF OF SUCH PARTY. THE FAILURE OF ANY PARTY
TO THIS AGREEMENT TO ASSERT ANY OF ITS RIGHTS UNDER THE AGREEMENT OR OTHERWISE
SHALL NOT CONSTITUTE A WAIVER OF SUCH RIGHTS.

ARTICLE FIVE

GENERAL PROVISIONS

SECTION 5.01. NOTICES. ALL NOTICES, REQUESTS, CLAIMS, DEMANDS AND
OTHER COMMUNICATIONS UNDER THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE
DEEMED GIVEN IF DELIVERED PERSONALLY, TELECOPIED (WHICH IS CONFIRMED) OR SENT
BY OVERNIGHT COURIER (PROVIDING PROOF OF DELIVERY) TO EACH OF THE PARTIES
DELIVERED TO ATLANTIC SOUTHEAST AIRLINES, INC., 100 HARTSFIELD CENTRE PARKWAY,
SUITE 800, ATLANTA, GEORGIA 30354 TO THE ATTENTION OF JOHN W. BEISER (OR TO
SUCH OTHER ADDRESS FOR A PARTY AS SHALL BE SPECIFIED BY LIKE NOTICE).

SECTION 5.02. ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES.
THIS AGREEMENT (i) CONSTITUTES THE ENTIRE AGREEMENT, AND SUPERSEDES ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS, BOTH WRITTEN AND ORAL, AMONG THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT AND (ii) EXCEPT FOR THE
PROVISIONS OF ARTICLE TWO, ARE NOT INTENDED TO CONFER UPON ANY PERSON OTHER
THAN THE PARTIES HERETO ANY RIGHTS OR REMEDIES.

SECTION 5.03. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA, REGARDLESS
OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF
CONFLICTS OF LAWS THEREOF.

A-5
<PAGE> 47

IN WITNESS WHEREOF, HOLDINGS, MERGER CO. AND AIRLINES HAVE CAUSED THIS
AGREEMENT TO BE SIGNED BY THEIR RESPECTIVE OFFICERS THEREUNTO DULY AUTHORIZED,
ALL AS OF THE DATE FIRST ABOVE WRITTEN.

SWORN TO, SIGNED, SEALED AND DELIVERED ASA HOLDINGS, INC.
BEFORE ME, THIS 25 DAY OF SEPTEMBER,
1996, IN THE PRESENCE OF:

/s/ R. Mark Bole BY: /s/ George F. Pickett
- --------------------------------- ------------------------------
WITNESS

/s/ Debora L. Nash
- ---------------------------------
NOTARY PUBLIC

MY COMMISSION EXPIRES: Notary Public, Fayette County, Georgia
My Commission Expires June 9, 2000

(Notarial Seal)

SWORN TO, SIGNED, SEALED AND DELIVERED ATLANTIC SOUTHEAST AIRLINES, INC.
BEFORE ME, THIS 25 DAY OF SEPTEMBER,
1996, IN THE PRESENCE OF:

/s/ R. Mark Bole BY: /s/ George F. Pickett
- --------------------------------- ------------------------------
WITNESS

/s/ Debora L. Nash
- ---------------------------------
NOTARY PUBLIC

MY COMMISSION EXPIRES: Notary Public, Fayette County, Georgia
My Commission Expires June 9, 2000

(Notarial Seal)

(SIGNATURES CONTINUED ON NEXT PAGE)

A-6
<PAGE> 48

(SIGNATURES CONTINUED FROM PREVIOUS PAGE)

SWORN TO, SIGNED, SEALED AND DELIVERED ATLANTIC SOUTHEAST MERGING CO.
BEFORE ME, THIS 25 DAY OF SEPTEMBER,
1996, IN THE PRESENCE OF:

/S/ R. Mark Bole BY: /s/ John W. Beiser
- --------------------------------- ------------------------------
WITNESS

/s/ Debra L. Nash
- ---------------------------------
NOTARY PUBLIC

MY COMMISSION EXPIRES: Notary Public, Fayette County, Georgia
My Commission Expires June 9, 2000

(Notarial Seal)

A-7
<PAGE> 49

[back cover]
TABLE OF CONTENTS

<TABLE>
<S> <C>
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
THE PROPOSED REORGANIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Companies Involved in the Proposed Reorganization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Other Reorganization Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Reasons for the Proposed Reorganization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Terms of the Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Recommendation of Airlines' Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Certain Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Dissenter's Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Vote Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Regulatory Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
EFFECT ON RIGHTS OF HOLDERS OF AIRLINES COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
THE SPECIAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Time, Date and Place . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Record Date and Shares Entitled to Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Vote Required; Security Ownership of Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Solicitation of Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Action to be Taken Under the Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
ASA HOLDINGS CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Certain Effects of Authorized But Unissued Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Registrant and Transfer Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Market for Securities and Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Shareholder Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
AIRLINES CAPITAL STOCK AND PRINCIPAL HOLDERS THEREOF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Certain Effects of Authorized but Unissued Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Registrar and Transfer Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Market for Securities and Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Security Ownership of Management and Certain Beneficial Owners . . . . . . . . . . . . . . . . . . . . . . . 22
BUSINESS AND MANAGEMENT OF AIRLINES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Limitation on Liability and Indemnification of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . 25
BUSINESS AND MANAGEMENT OF ASA HOLDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Financial Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Limitation on Liability and Indemnification of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . 28
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Action on Other Matters at the Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Shareholders' Proposals for 1997 Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
FINANCIAL STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
</TABLE>
<PAGE> 50

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant's Articles of Incorporation provide that directors of
the Registrant will not be personally liable for monetary damages to the
Registrant or its shareholders for any action taken, or any failure to take any
action, as directors to the fullest extent permitted by the GBCC. Under
current Georgia law, directors would remain liable for: (i) any appropriation,
in violation of his duties, of any business opportunity of the corporation;
(ii) acts or omissions that involve intentional misconduct or a knowing
violation of law; (iii) approval of certain unlawful distributions to
shareholders in excess of amounts legally available for such distributions; and
(iv) any transaction from which the director received an improper personal
benefit. In appropriate circumstances, equitable remedies or nonmonetary
relief, such as an injunction, will remain available to a shareholder seeking
redress from any such violation. In addition, the provision applies only to
claims against a director arising out of his role as a director and not in any
other capacity (such as an officer or employee of the Registrant).

The Bylaws of the Registrant and the GBCC provide that the Registrant
will indemnify its directors and officers, and persons serving at the request
of the Registrant as a director, officer, partner, trustee, employee or agent
of another domestic or foreign corporation, partnership, joint venture, trust,
employee benefit plan or other entity, against all obligations to pay expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by any such person in connection with
threatened, pending or completed actions, suits or proceedings, whether civil,
criminal, administrative or investigative and whether formal or informal, to
which such person becomes subject by having served in such role. Such
indemnification shall be made if such person acted in good faith and he
reasonably believed (x) in the case of conduct in his official capacity, that
such conduct was in the best interest of the Registrant, (y) in all other cases
that such conduct was at least not opposed to the best interests of the
Registrant and, (2) with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. An individual's conduct with
respect to an employee benefit plan for a purpose he believed in good faith to
be in the interests of the participants and the beneficiaries is conduct that
meets the above standard. The termination of any action, suit or proceeding by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, will not, of itself, be determinative that such person did not
meet the above standard. With respect to actions by or on behalf of the
Registrant, the foregoing indemnification pursuant to the Bylaws shall not be
paid for judgments, fines, or amounts paid in settlement, but shall be paid for
reasonable expenses (including attorneys' fees) actually incurred in connection
with such actions, suits or proceedings. Notwithstanding the foregoing, no
indemnification shall be made in respect of any claim, issue or matter as to
which any person shall have been adjudged to be liable to the Registrant unless
and only to the extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability
but in view of all relevant circumstances, it is fair and reasonable to
indemnify such person for such expenses which the court shall deem proper.

II-1
<PAGE> 51

disinterested directors of the Registrant, a resolution adopted by a majority
vote of all disinterested directors of the Registrant (a majority of whom shall
for such purpose constitute a quorum) or by a majority of a committee of two or
more disinterested directors appointed by such a vote, or if such a quorum of
disinterested directors can not be obtained, by independent counsel in a
written opinion, (c) a resolution adopted by a majority in the interest of the
shares of the Registrant entitled to vote at any meeting, but shares owned by
or voted under the control of a director who at the time does not qualify as a
disinterested director may not be voted on the determination, or (d) order of
any court having jurisdiction over the Registrant. A majority of the members
of the Board of Directors of the Registrant who were not parties to such
action, suit or proceeding or a majority in interest of the shares of the
Registrant entitled to vote shall be authorized to pay to any person entitled
to indemnification all actual expenses incurred in connection with such action,
suit or proceeding during the pendency thereof.

Pursuant to Registrant's Bylaws and the GBCC, if any amounts are paid
by way of indemnification, other then pursuant to a court order or action by
the shareholders or by an insurance carrier pursuant to insurance maintained by
Registrant, then Registrant is required to send notice to all shareholders of
record of the person paid, the amounts paid and the status at the time of such
payment of the ligation or threatened litigation.

The Registrant maintains a directors' and officers' liability
insurance policy covering certain losses arising from claims made against them
by reason of wrongful acts (with certain exceptions) committed by them in their
capacities as directors and officers. The insurer's limit of liability under
the policy is $10 million per policy year, subject to the exceptions and other
limitations set forth therein. The Registrant also maintains a directors' and
officers' excess liability insurance policy covering certain losses arising
from claims made against them by reason of wrongful acts (with certain
exceptions) committed by them in their capacities as directors and officers.
The insurer's limit of liability under this policy is also $10 million per
policy year, subject to the exceptions and other limitations set forth therein.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
Registrant pursuant to the foregoing provisions, the Commission requires
disclosure that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, in their
opinion, therefore unenforceable.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(A) EXHIBIT INDEX

2 Agreement and Plan of Merger (Attached as Exhibit A to the
Proxy Statement/Prospectus forming a part of this Registration
Statement)
3(a) Articles of Incorporation
3(b) Bylaws
4 Instruments defining the rights of security holders, including
indentures. See Exhibits 3(a) and 3(b).
5 Opinion of Altman, Kritzer & Levick, P.C.
8 Tax Opinion of Ernst & Young LLP
21 List of Subsidiaries of the Registrant
23(a) Consent of Altman, Kritzer & Levick, P.C. (included in
Exhibit 5)
23(b) Consent of Ernst & Young LLP
24 Powers of Attorney (included on signature page of this
registration statement)

II-2
<PAGE> 52

(B) THE FINANCIAL STATEMENT SCHEDULES FILED AS PART OF THIS
REGISTRATION STATEMENT ARE AS FOLLOWS:

None.

Schedules other than any listed above have been omitted because they
are not applicable or required under the accounting regulations and related
instructions of the Securities and Exchange Commission.

ITEM 22. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(b) The undersigned Registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered hereunder through
use of a prospectus which is a part of this Registration Statement, by any
person or party who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.

(c) The Registrant undertakes that every prospectus (i) that is
filed pursuant to the immediately preceding paragraph, or (ii) that purports to
meet the requirements of section 10(a)(3) of the Act and is used in connection
with an offering of securities subject to Rule 415, will be filed as a part of
an amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

(e) The undersigned Registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the prospectus
pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other

II-3
<PAGE> 53

equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the Registration Statement through the date
of responding to the request.

(f) The undersigned Registrant hereby undertakes to supply by
means of a post-effective amendment all information concerning a transaction,
and the company being acquired involved therein, that was not the subject of
and included in the Registration Statement when it became effective.

II-4
<PAGE> 54

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized on September 30, 1996.

ASA HOLDINGS, INC.

By: /s/ George F. Pickett
------------------------------
George F. Pickett
Chairman of the Board and Chief
Executive Officer (Principal
Executive Officer)

II-5
<PAGE> 55

We, the undersigned officers and directors of ASA Holdings, Inc.,
hereby severally constitute George F. Pickett and John W. Beiser and each of
them singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names in the capacities indicated below,
any and all amendments to this registration statement, and generally do all
such things in our name and behalf in such capacities to enable ASA Holdings,
Inc. to comply with the applicable provisions of the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission, and
we hereby ratify and confirm our signatures as they may be signed by our said
attorneys, or either of them, to any and all such amendments.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:

<TABLE>
<S> <C>
/s/ George F. Pickett September 30, 1996
- ----------------------------------------
George F. Pickett, Chairman of the Board
and Chief Executive Officer (Principal
Executive Officer) and Director

/s/ John W. Beiser September 30, 1996
- ----------------------------------------
John W. Beiser, President, Secretary
and Director

/s/ Ronald V. Sapp September 30, 1996
- ----------------------------------------
Ronald V. Sapp, Vice President Finance
and Treasurer (Principal Financial and
Accounting Officer)

/s/ Jean A. Mori September 30, 1996
- ----------------------------------------
Jean A. Mori, Director

/s/ Parker H. Petit September 30, 1996
- ----------------------------------------
Parker H. Petit, Director

/s/ Ralph W. Voorhees
- ---------------------------------------- September 30, 1996
Ralph W. Voorhees, Director

/s/ Alan M. Voorhees September 30, 1996
- ----------------------------------------
Alan M. Voorhees, Director
</TABLE>

II-6
<PAGE> 56

EXHIBIT INDEX

Exhibit Number and Description

2 Agreement and Plan of Merger (Attached as Exhibit A to the
Proxy Statement/Prospectus forming a part of this Registration
Statement).
3(a) Articles of Incorporation
3(b) Bylaws
4 Instruments defining the rights of security holders, including
indentures. See Exhibits 3(a) and 3(b).
5 Opinion of Altman, Kritzer & Levick, P.C.
8 Tax Opinion of Ernst & Young LLP
21 List of Subsidiaries of Registrant
23(a) Consent of Altman, Kritzer & Levick, P.C. (included in
Exhibit 5)
23(b) Consent of Ernst & Young LLP
24 Powers of Attorney (included on signature page of this
registration statement)

<PAGE> 57

APPENDIX A

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD DECEMBER 19, 1996

ATLANTIC SOUTHEAST AIRLINES, INC.

The undersigned hereby appoints John W. Beiser and George F. Pickett,
or either of them, as Proxies, each with the power to appoint his substitute
and hereby authorizes them to represent and to vote, as designated on the
reverse side, all the shares of common stock of Atlantic Southeast Airlines,
Inc. held of record on October 25,1996, at the Special Meeting of the
Shareholders to be held on Thursday, December 19, 1996, at 11:00 A.M. at the
Cobb Galleria Centre, Meeting Rooms 117-118, Two Galleria Parkway, Atlanta,
Georgia or any adjournment thereof.

(Continued and to be signed on the reverse side)

THIS PROXY, DULY EXECUTED, WILL BE VOTED Please mark your votes
AS SPECIFIED. IF NO DIRECTION IS MADE, as indicated in
THIS PROXY WILL BE VOTED FOR PROPOSAL 1. this example /X/

1. Adoption and approval of the proposed reorganization of the corporate
structure of Atlantic Southeast Airlines, Inc., including the formation of a
holding company, and the adoption and approval of the Agreement and Plan of
Merger dated September 25, 1996, among Atlantic Southeast Airlines, Inc., ASA
Holdings, Inc. and Atlantic Southeast Merging Co.

FOR AGAINST ABSTAIN
/ / / / / /

2. In their discretion, the Proxies are authorized
to vote upon such other business as may come before
the meeting or adjournment thereof. I PLAN TO ATTEND / /

The undersigned hereby acknowledges
receipt of the Proxy Statement and
Notice of Annual Meeting to be held
December 19, 1996.

Dated:_______________________, 1996

______________________________(Seal)

(Please sign exactly as your name
appears hereon. If shares are
registered in more than one name,
each holder should sign. When signing
as an attorney, administrator,
executor, guardian, conservator,
receiver or trustee, please add your
title as such. If executed by a
corporation, the proxy should be signed
by a duly authorized officer or agent.)

PLEASE SIGN, DATE AND PROMPTLY RETURN
THIS PROXY IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.

<PAGE> 1

EXHIBIT 3(a)

ARTICLES OF INCORPORATION
OF
ASA HOLDINGS, INC.

THE NAME OF THE CORPORATION IS "ASA HOLDINGS, INC." (THE
"CORPORATION").

II.

THE CORPORATION SHALL BE AUTHORIZED TO ISSUE NOT MORE THAN ONE HUNDRED
FIFTY MILLION (150,000,000) SHARES OF COMMON STOCK WITH A PAR VALUE OF $0.10
PER SHARE.

III.

NO SHAREHOLDER OF THE CORPORATION SHALL HAVE ANY PREEMPTIVE RIGHT TO
SUBSCRIBE FOR OR TO PURCHASE ANY SHARES OF COMMON STOCK OR ANY OTHER SECURITIES
ISSUED BY THE CORPORATION.

IV.

THE CORPORATION SHALL HAVE THE FULL POWER TO PURCHASE AND OTHERWISE
ACQUIRE, AND DISPOSE OF, ITS OWN SHARES AND SHARES SO ACQUIRED SHALL CONSTITUTE
TREASURY SHARES UNLESS OTHERWISE PROVIDED BY RESOLUTION OF THE BOARD OF
DIRECTORS OF THE CORPORATION.

THE STREET ADDRESS OF THE INITIAL REGISTERED OFFICE OF THE CORPORATION
IS 6400 POWERS FERRY ROAD, N.W., SUITE 224, ATLANTA, GEORGIA 30339. THE
INITIAL REGISTERED AGENT OF THE CORPORATION AT SUCH ADDRESS IS CRAIG H.
KRITZER.

VI.

THE MAILING ADDRESS OF THE INITIAL PRINCIPAL OFFICE OF THE CORPORATION
IS 100 HARTSFIELD CENTRE PARKWAY, SUITE 800, ATLANTA, GEORGIA 30354.

VII.

THE NAME AND ADDRESS OF THE INCORPORATOR ARE CRAIG H. KRITZER, ALTMAN,
KRITZER & LEVICK, P.C., 6400 POWERS FERRY ROAD, N.W., SUITE 224, ATLANTA,
GEORGIA 30339.

VIII.

THE INITIAL BOARD OF DIRECTORS SHALL CONSIST OF THREE (3) MEMBERS WHO
SHALL BE AND WHOSE ADDRESSES ARE:

<PAGE> 2

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------
NAME ADDRESS
- ------------------------------------------------------------------------
<S> <C>
GEORGE F. PICKETT, JR. ATLANTIC SOUTHEAST AIRLINES, INC.
SUITE 800
100 HARTSFIELD CENTRE PARKWAY
ATLANTA, GEORGIA 30354
- ------------------------------------------------------------------------
JOHN W. BEISER ATLANTIC SOUTHEAST AIRLINES, INC.
SUITE 800
100 HARTSFIELD CENTRE PARKWAY
ATLANTA, GEORGIA 30354
- ------------------------------------------------------------------------
RONALD V. SAPP ATLANTIC SOUTHEAST AIRLINES, INC.
SUITE 800
100 HARTSFIELD CENTRE PARKWAY
ATLANTA, GEORGIA 30354
- ------------------------------------------------------------------------
</TABLE>

IX.

NO DIRECTOR OF THE CORPORATION SHALL BE PERSONALLY LIABLE TO THE
CORPORATION OR ITS SHAREHOLDERS FOR MONETARY DAMAGES FOR ANY ACTION TAKEN, OR
ANY FAILURE TO TAKE ANY ACTION, AS A DIRECTOR; PROVIDED, HOWEVER, THAT THIS
PROVISION SHALL ELIMINATE OR LIMIT THE LIABILITY OF A DIRECTOR ONLY TO THE
EXTENT PERMITTED FROM TIME TO TIME BY THE GEORGIA BUSINESS CORPORATION CODE OR
ANY SUCCESSOR, LAW OR LAWS. ANY AMENDMENT OR OTHER MODIFICATION OF THIS
ARTICLE THAT LIMITS OR OTHERWISE ADVERSELY AFFECTS ANY RIGHT OF A DIRECTOR OF
THE CORPORATION SHALL APPLY ONLY TO ACTIONS, EVENTS OR OMISSIONS OCCURRING
AFTER SUCH AMENDMENT OR OTHER MODIFICATION AND AFTER DELIVERY OF NOTICE OF SUCH
AMENDMENT OR MODIFICATION TO THE AFFECTED DIRECTOR AND SHALL NOT AFFECT ANY
ACTION, SUIT OR PROCEEDING BASED ON ACTIONS, EVENTS OR OMISSIONS OCCURRING
PRIOR TO THE DATE OF SUCH NOTICE.

IN WITNESS WHEREOF, THE UNDERSIGNED HAS EXECUTED THESE ARTICLES OF
INCORPORATION THIS 20TH DAY OF SEPTEMBER, 1996.

/s/ Craig H. Kritzer
------------------------------
CRAIG H. KRITZER, INCORPORATOR

<PAGE> 1

EXHIBIT 3(b)

BYLAWS
OF
ASA HOLDINGS, INC.

ARTICLE ONE

OFFICES

Section 1.1 Registered Office and Agent. The Corporation shall
maintain a registered office in metropolitan Atlanta, Georgia, and shall have a
registered agent whose business office is identical with such registered
office.

Section 1.2 Other Offices. The Corporation may have offices at
such place or places, within or without the State of Georgia, where the
Corporation is qualified to do business, as the Board of Directors may, from
time to time, appoint or as the business of the Corporation may require or make
desirable.

ARTICLE TWO

CAPITAL STOCK

Section 2.1 Issuance and Notice. Certificates of each class of
common stock shall be numbered consecutively in the order in which they are
issued. They shall be signed by the Chief Executive Officer and Secretary and
the seal of the Corporation shall be affixed thereto. In an appropriate place
in the corporate records shall be entered the name of the person owning the
shares, the number of shares and the date of issue. Certificates of stock
exchanged or returned shall be canceled. Facsimile signatures may be utilized
in accordance with Section 2.2 of this Article.

Section 2.2 Transfer Agents and Registrars. The Board of
Directors of the Corporation may appoint a transfer agent or agents and a
registrar or registrars of transfer other than the Corporation itself or an
employee

<PAGE> 2

thereof for shares of stock of the Corporation and may require that all stock
certificates bear the signature of such transfer agent or registrar. In the
event such a transfer agent or registrar is thus appointed, any share
certificate may be signed by the facsimile of the signature of either or both
of the Chief Executive Officer and Secretary and printed thereon. If the same
is countersigned by the transfer agent of the Corporation, the certificates
bearing the facsimile of such Officers and printed thereon shall be valid in
all respects as if such person or persons were still in office, even though
such Officer or Officers shall have died or otherwise ceased to be Officers.

Section 2.3 Transfer. Upon the surrender to the Corporation or
the transfer agent of the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of assignment or authority to transfer, it
shall be the duty of the Corporation or the transfer agent to cancel the
surrendered certificate and issue a certificate to the person entitled thereto
and otherwise record the transaction upon the books of the Corporation.

Section 2.4 Lost Certificates. Any person claiming a certificate
of stock to be lost or destroyed shall make an affidavit or affirmation of that
fact and shall, if the Corporation so requires, comply with such other
conditions applicable to the circumstances as the Corporation may require,
including the delivery of a bond of indemnity, in form with one or more
sureties satisfactory to the Corporation, in at least double in value of the
stock represented by said certificates; whereupon a new certificate may be
issued of the same tenor and for the same number of shares as the one alleged
to be lost or destroyed.

Section 2.5 Shareholders of Record. The Corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder thereof in fact and shall not be bound to recognize any equitable or
other claim to or interest in such shares on the part of any other person,
whether or not the Corporation shall have express or other notice thereof,
except as otherwise expressly provided by law.

Section 2.6 Determining Shareholders of Record. The Board of
Directors shall have the power to close the stock transfer books of the
Corporation for a period not exceeding seventy (70) days preceding the date of
any meeting of Shareholders or the date for payment of any dividend. Such date
shall serve as the record date

2
<PAGE> 3

for the determination of the Shareholders entitled to notice of and to vote at
such meeting or to receive payment of such dividend. When a record date is so
fixed, only Shareholders of record on that date shall be entitled to notice of
and to vote at the meeting or to receive payment of any dividend,
notwithstanding any transfer of any shares on the books of the Corporation
after the record date.

ARTICLE THREE

SHAREHOLDERS' MEETINGS

Section 3.1 Place of Meetings. All meetings of the Shareholders
shall be held at the registered office of the Corporation, or at such other
place either within or without the State of Georgia as the Board of Directors
may from time to time designate.

Section 3.2 Annual Meeting. The annual meeting of the
Shareholders shall be held each year on such hour and such date between April 1
and June 30 of each year as the Board of Directors shall designate. At such
annual meeting, the Shareholders shall elect a Board of Directors and transact
such other business as may properly come before the meeting, regardless of
whether notice of such matter has been given.

Section 3.3 Special Meetings.

A. Calling of Special Meetings. Upon request in writing to the
Chief Executive Officer or Secretary, sent by registered mail or delivered to
such Officer in person, by any of the persons entitled to call a meeting of
Shareholders, as provided in Section 3.3(B) below, such Officer shall forthwith
cause notice to be given to the Shareholders entitled to vote at such meeting.
If the notice is not given within thirty (30) days after the date of delivery
of the request, the persons calling the meeting may fix the time of meeting and
give the notice in the manner provided in these By-laws.

B. Persons Entitled to Call Special Meetings. Special meetings
of the Shareholders, for any purpose whatsoever, may be called at any time by
any of the following: (1) the Chief Executive Officer, (2) a

3
<PAGE> 4

majority of the Board of Directors in office; and (3) Shareholders holding not
less than twenty-five percent (25%) of the voting power of the Corporation.

C. Permissible Matters. Business transacted at all special
meetings shall be confined to the objects stated in the call.

Section 3.4 Notice.

A. Notice of Meetings. Notice of all meetings of Shareholders
shall be given in writing to Shareholders entitled to vote signed by the
Secretary or an Assistant Secretary or other person charged with that duty, or,
in case of his neglect or refusal, or if there is no person charged with the
duty of giving notice, by any Director or Shareholder.

B. Method of Notice. A notice may be given by the Corporation to
any Shareholder, either personally or by mail or other means of written
communication, charges prepaid, addressed to the Shareholder at his address
appearing on the books of the Corporation.

C. Time of Notice. Notice of meeting of Shareholders shall be
sent to each Shareholder entitled thereto not less than ten (10) days nor more
than sixty (60) days before the meeting, except in the case of a meeting for
the purpose of approving a merger or consolidation agreement in which case the
notice must be given not less than twenty (20) days prior to the date of the
meeting.

D. Contents of Notice. Notice of any meeting of Shareholders
shall specify the place, the day and the hour of the meeting, and in the case
of a special meeting, the purpose for calling the meeting.

Section 3.5 Waiver of Notice. Notice of a meeting need not be
given to any Shareholder who signs a waiver of notice, in person or by proxy,
either before or after the meeting; and a Shareholder's waiver shall be deemed
the equivalent of giving notice. Neither the business transacted nor the
purpose of the meeting need be specified in the waiver, except as may be
otherwise required by the Georgia Business Corporation Code.

4
<PAGE> 5

Section 3.6 Quorum.

A. What Constitutes a Quorum. The majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at any meeting of Shareholders. If a quorum is present, the affirmative vote
of the majority of shares represented at the meeting and entitled to vote on
the subject matter shall be the act of the Shareholders, except as may be
otherwise required by the Georgia Business Corporation Code.

B. Loss of Quorum. The Shareholders present at a duly called or
held meeting at which a quorum is present may continue to do business until
adjournment notwithstanding the withdrawal of enough Shareholders to leave less
than a quorum.

Section 3.7 Adjournment. Any meeting of the Shareholders may be
adjourned to another time and place by the holders of a majority of the voting
shares represented at a meeting, whether or not a quorum is present. Notice of
the adjourned meeting or of the business to be transacted at such meeting shall
not be necessary, provided the time and place to which the meeting is adjourned
are announced at the meeting at which the adjournment is taken.
Notwithstanding the preceding sentence, if the Board of Directors fixes a new
record date for the adjourned meeting with respect to who can vote at such
meeting, then notice of the adjourned meeting shall be given to each
Shareholder of record on the new record date who is entitled to vote at such
meeting, which notice shall be given in accordance with the provisions of
Section 3.4 hereof. At an adjourned meeting at which a quorum is present or
represented, any business may be transacted which could have been transacted at
the meeting originally called.

Section 3.8 Voting.

A. Voting Rights. The holders of the common stock, or any
proxies of such holders, shall be entitled to one vote for each share of stock
standing in their name or for which they hold a proxy. Neither treasury
shares nor shares held by a subsidiary of the Corporation shall be voted at any
meeting or counted in determining the total number of outstanding shares at any
given time.

5
<PAGE> 6

B. Proxies. A Shareholder entitled to vote may vote in person or
by proxy executed in writing by the Shareholder or by his attorney-in-fact. A
proxy shall not be valid after eleven months from the date of its execution
unless a longer period is expressly stated in such proxy. Every proxy shall be
revocable at the pleasure of the Shareholder executing it except as may be
otherwise provided in the Georgia Business Corporation Code.

Section 3.9 List of Shareholders. At each meeting of the
Shareholders, a full, true and complete list, in alphabetical order, of all the
Shareholders entitled to vote at such meeting, and indicating the address and
the number of shares held by each, certified by the Secretary of the
Corporation, shall be furnished. Such list shall be open to the inspection of
the Shareholders, for any purpose germane to the meeting, at the time and place
of the meeting. Such list shall be prima facie evidence of who is a
Shareholder of record, but in the event of challenge, the record of
Shareholders determined in accordance with Section 2.6 above shall prevail.

Section 3.10 Election Judges. The Board of Directors, or, if the
Board shall not have made the appointment, the chairman presiding at any
meeting of Shareholders, shall appoint two or more persons to act as election
judges to receive, canvass, certify and report the votes cast by the
Shareholders at such meeting; but no candidate for the office of Director shall
be appointed as an election judge at any meeting for the election of Directors.

Section 3.11 Chairman of Meeting. The Chief Executive Officer
shall preside at all meetings of the Shareholders; and, in the absence of the
Chief Executive Officer, the Board of Directors may appoint any Director or
Officer to act as chairman of the meeting.

Section 3.12 Secretary of Meeting. The Secretary of the
Corporation shall act as secretary of all meetings of the Shareholders; and, in
his absence, the chairman of the meeting may appoint any person to act as
secretary of the meeting.

6
<PAGE> 7

ARTICLE FOUR

DIRECTORS

Section 4.1 Management of Business. Subject to limitations
included in the Corporation's Articles of Incorporation, these Bylaws or the
Georgia Business Corporation Code concerning action which shall be authorized
by the Shareholders, the full and entire management of the affairs and business
of the Corporation shall be vested in the Board of Directors.

Section 4.2 Number, Qualification and Term of Office. The
business and affairs of the Corporation shall be managed by a Board of
Directors which shall consist of a number of members not less than three (3)
nor more than nine (9), which number may be designated by resolution of the
holders or voters of a majority in interest of the outstanding shares entitled
to vote. The Board of Directors so elected shall designate a Chairman of the
Board who shall, if present, preside at all meetings of the Board of Directors
and who shall perform such other functions as may be specifically delegated to
him by the Board of Directors. None of the Directors need be a resident of the
State of Georgia or hold shares of stock in the Corporation, but each Director
shall be elected at an annual meeting of the Shareholders and shall serve for a
term of one (1) year and until his successor is elected and qualified or until
his earlier resignation, removal from office or death.

Section 4.3 Vacancies.

A. When Vacancies Occur. Vacancies in the Board of Directors
shall exist in the case of happening of any of the following events: (1) the
death, resignation or removal of any Directors; (2) a declaration of vacancy by
the Board of Directors as provided in Paragraph B below; (3) the authorized
number of Directors is increased by the Shareholders; or (4) at any meeting of
Shareholders at which the Directors are elected, the Shareholders fail to elect
the full authorized number of Directors to be voted for at that meeting. A
reduction of the authorized number of Directors does not remove any Director
prior to the expiration of his term in office.

7
<PAGE> 8

B. Declaration of Vacancy. The Board of Directors may declare
vacant the office of any Director in either of the following cases: (1) if he
is declared of unsound mind by an appropriate court order or convicted of a
felony; or (2) if within sixty (60) days after notice of his election he does
not accept the office in writing or by attending a meeting of the Board of
Directors.

C. Filling Vacancies. Vacancies may be filled by a majority of
the remaining Directors, though less than a quorum, or by a sole remaining
Director. Each Director so elected shall hold office until his successor is
elected at an annual or special meeting of the Shareholders.

Section 4.4 Compensation. By resolution of the Board of
Directors, compensation to the Directors shall be fixed and expenses of
attendance allowed for attendance at meetings of the Board. A Director may
serve the Corporation in a capacity other than that of Director and receive
compensation for the services rendered in such other capacity.

ARTICLE FIVE

DIRECTORS' MEETINGS

Section 5.1 Place of Meetings. The meetings of the Board of
Directors may be held at the registered office of the Corporation or at such
other place either within or without the State of Georgia as the Board of
Directors may from time to time designate.

Section 5.2 Annual Meeting.

A. Time of Annual Meeting. The Board of Directors shall meet
each year immediately preceding the annual meeting of the Shareholders at the
place that meeting has been held or at such other time and date as a majority
of the number of the members of the Board of Directors may designate by
resolution. At such annual meeting, any business may be transacted which is
within the powers of the Directors.

B. Notice of Annual Meeting. Notice of the annual meeting of the
Board of Directors need not be given.

8
<PAGE> 9

Section 5.3 Regular Meetings.

A. When Regular Meetings Held. Regular meetings of the Board of
Directors shall be held at least four (4) times annually. The annual meeting
of the Board of Directors shall constitute a regular meeting.

B. Call of Regular Meetings. All regular meetings of the Board
of Directors of the Corporation shall be called by the Chairman of the Board or
the President.

C. Notice of Regular Meetings. Written notice of the time and
place of the regular meetings of the Board of Directors (other than the annual
meeting) shall be delivered personally to each Director or sent to each
Director by mail or by other form of written communication at least three (3)
days before the meeting.

Section 5.4 Special Meetings.

A. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, by the President or by any two
Directors.

B. Notice of Special Meeting. Written notice of the time and
place of special meetings of the Board of Directors shall be delivered
personally to each Director or sent to each Director by mail or by other form
of written communication at least three (3) days before the meeting.

Section 5.5 Waiver of Notice. A Director may waive in writing
notice of a regular or special meeting of the Board either before or after the
meeting and his waiver shall be deemed the equivalent of giving notice.
Attendance of a Director at a meeting shall constitute a waiver of notice of
that meeting except when he attends a meeting solely for the purpose of stating
at the beginning of the meeting any such objection or objections to the
transaction of business.

Section 5.6 Purpose of Meeting. Neither the business to be
transacted at a regular or special meeting, nor the purpose of such meeting,
need be specified in the notice or waiver of notice of such meeting.

Section 5.7 Presence by Telephone. Members of the Board of
Directors may participate in a meeting of the Board of Directors by means of a
conference telephone or similar communications equipment by

9
<PAGE> 10

which all Directors participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section 5.7 shall constitute
presence in person at such meeting.

Section 5.8 Quorum and Majority Action. At meetings of the Board
of Directors, a majority of the number of the Directors shall constitute a
quorum for the transaction of business. Only when a quorum is present may the
Board of Directors continue to do business at any such meeting. If a quorum is
present, the acts of a majority of the number of Directors in attendance shall
be the acts of the Board of Directors.

Section 5.9 Manifestation of Dissent. A Director of the
Corporation who is present at a meeting of the Board of Directors at which
action on any corporate matter is taken shall be presumed to have assented to
the action taken unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favor of such action.

Section 5.10 Action by Consent of Board Without Meeting. Any
action required or permitted to be taken by the Board of Directors may be taken
without a meeting if all members of the Board shall individually or
collectively consent in writing to such action. Such written consent or
consents shall be filed with the minutes of the proceedings of the Board. Such
action by written consent shall have the same force and effect as a unanimous
vote of such Directors. Any certificate or other document filed under any
provision of the Georgia Business Corporation Code which relates to action so
taken shall state that the action was taken by unanimous written consent of the
Board of Directors without a meeting and that these By-laws authorize the
Directors to so act, and such statement shall be prima facie evidence of such
authority.

10
<PAGE> 11

Section 5.11 Adjourned Meetings.

A. Adjournment. In the absence of a quorum, a majority of the
Directors present may adjourn from time to time until the time fixed for the
next regular meeting of the Board or until a quorum shall be present.

B. Notice of Adjourned Meeting. Notice of the time and place of
holding an adjourned meeting of a meeting need not be given to absent Directors
if the time and place are fixed at the meeting adjourned.

Section 5.12 Conduct of Meetings. At every meeting of the Board
of Directors, the Chairman of the Board, or in his absence, the President, or
in the absence of both the Chairman of the Board and the President, a chairman
chosen by a majority of the Directors present, shall preside. The Secretary of
the Corporation shall act as Secretary of the Board of Directors. In case the
Secretary shall be absent from any meeting, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

ARTICLE SIX

COMMITTEES

Section 6.1 Committees. The Board of Directors may from time to
time, by majority resolution of the full Board of Directors, appoint from among
its members such Committees as the Board may determine.

Section 6.2 Executive Committee. The members of the Executive
Committee, if there is one, shall consist of either the Chairman of the Board
or the Chief Executive Officer, and at least a majority of the members of such
Committee shall be neither Officers nor otherwise employed by the Corporation.
If an Executive Committee is formed, such Committee shall, during the interval
between meetings of the Board, advise and aid the Officers of the Corporation
in all matters concerning the Corporation's interest and the management of its
business and generally perform such duties and exercise such powers as may be
directed or delegated by the Board of Directors from time to time. The Board
may delegate to the Executive Committee authority to exercise all powers of the
Board, excepting powers which may not be delegated to such Committee under the
Georgia Business Corporation Code, while the Board is not in session.
Vacancies in the membership of any Committee

11
<PAGE> 12

which shall be so appointed by the Board of Directors shall be filled by the
Board of Directors at a regular meeting or at a special meeting called for that
purpose.

Section 6.3 Audit and Compensation Committees. The Board of
Directors shall maintain an Audit Committee and Compensation Committee. The
composition, authority and activities of the Audit Committee and Compensation
Committee shall be determined from time to time by resolution of the full Board
of Directors.

ARTICLE SEVEN

OFFICERS

Section 7.1 Offices. The officers of the Corporation shall
consist of a President, a Secretary, and a Treasurer, each of whom shall be
elected or appointed by the Board of Directors. The Board of Directors may
elect or appoint a Chief Executive Officer that may be separate from the
President and a Chief Financial Officer that may be separate from the
Treasurer. The Board of Directors may also elect a Chairman of the Board from
among its members as an officer of the Corporation. The Board of Directors
from time to time may, or may authorize the Chief Executive Officer to, create
and establish the duties of other offices and may, or may authorize the Chief
Executive Officer to, elect or appoint, or authorize specific senior officers
to appoint, the persons who shall hold such other offices, including one or
more Vice Presidents (including Executive Vice Presidents, Senior Vice
Presidents, Assistant Vice Presidents, and the like), one or more Assistant
Secretaries, and one or more Assistant Treasurers. Whether or not so provided
by the Board of Directors, the Chairman of the Board (if any) or the Chief
Executive Officer may appoint one or more Assistant Secretaries, and one or
more Assistant Treasurers. Any two or more offices may be held by the same
person. In the event that any such office is vacated at any time, it shall not
be necessary for the Board of Directors to fill the vacated office until such
time as they deem appropriate.

Section 7.2. Term. Each officer shall serve at the pleasure of
the Board of Directors (or, if appointed by the Chief Executive Officer or
other senior officer pursuant to this Article Seven, at the pleasure of the
Board

12
<PAGE> 13

of Directors, the Chief Executive Officer, or any other senior officer
authorized to have appointed the officer) until his or her death, resignation,
or removal, or until his or her replacement is elected or appointed in
accordance with this Article Seven.

Section 7.3 Compensation. Either the Board of Directors or the
Compensation Committee shall prescribe or fix the salaries, bonuses, pensions,
benefits under pension and profit sharing plans, stock option plans and all
other employee benefit plans and all other benefits and compensation to be paid
or allowed to or in respect of all officers of the Corporation, including
officers who may also be directors of the Corporation. Subject to the
Corporation Code and Article Nine, directors shall not be disqualified from
voting on their own or any other person's plan, benefit or compensation to be
paid by the Corporation merely because they or such other person is a director
or an officer or an employee of the Corporation. Officers may serve without
compensation.

Section 7.4 Removal and Resignation of Officers.

(a) Removal. All officers (regardless of how elected or
appointed) may be removed, with or without cause, by the Board of Directors, by
the Chief Executive Officer or by any other senior officer authorized to have
appointed the officer to be removed. Removal will be without prejudice to the
contract rights, if any, of the person removed, but shall be effective
notwithstanding any damage claim that may result from infringement of such
contract rights.

(b) Resignation. An officer may resign at any time by
delivering notice to the Corporation. Any such resignation is effective when
the notice is so delivered unless the resignation specifies a later date.

Section 7.5 Chief Executive Officer. The Chief Executive Officer
shall be charged with the administration of the Corporation (including the
general and active management of the business operations and corporate affairs
of the Corporation and supervision of the policies of the Corporation), shall
see that all orders and resolutions of the Board of Directors are carried into
effect, shall have the authority to select and appoint employees and agents of
the Corporation, shall have the authority to conduct all ordinary business on
behalf of

13
<PAGE> 14

the Corporation, shall have the authority to execute and deliver on behalf of
the Corporation any contract, conveyance, or similar document not requiring
approval by the Board of Directors or shareholders as provided in the Bylaws or
the Corporation Code, and shall, in the absence or disability of the Chairman
of the Board or if none has been elected, perform the duties and exercise the
powers of the Chairman of the Board. The Chief Executive Officer shall perform
any other duties and have any other authority as may be delegated from time to
time by the Board of Directors, and shall be subject to the limitations fixed
from time to time by the Board of Directors. In the event that the Chief
Executive Officer shall also be the Chairman of the Board, then such individual
may execute and deliver documents or instruments under the title "Chairman,"
"Chairman of the Board" or "Chief Executive Officer."

Section 7.6 President. If there shall be no separate Chief
Executive Officer of the Corporation, then the President shall be the chief
executive officer of the Corporation and shall have all the duties and
authority given under these Bylaws to the Chief Executive Officer. The
President shall otherwise be the chief operating officer of the Corporation and
shall, subject to the authority of the Chief Executive Officer, have
responsibility for the conduct and general supervision of the business
operations of the Corporation. The President shall perform such other duties
and have such other authority as may from time to time be delegated, and shall
be subject to the limitations fixed from time to time, by the Board of
Directors or the Chief Executive Officer. In the absence or disability of the
Chief Executive Officer, the President shall perform the duties and exercise
the powers of the Chief Executive Officer.

Section 7.7 Chief Financial Officer. Unless otherwise provided
by the Board of Directors, the Chief Financial Officer shall be charged with
management of the financial affairs of the Corporation and shall be responsible
for the custody of all funds and securities belonging to the Corporation and
for the receipt, deposit, or disbursement of these funds and securities under
the direction of the Board of Directors. The Chief Financial Officer shall
cause full and true accounts of all receipts and disbursements to be maintained
and shall make reports of these receipts and disbursements to the Board of
Directors, Chief Executive Officer, Chief Operating

14
<PAGE> 15

Officer and President upon request. The Chief Financial Officer shall also
cause the preparation of the Annual Report as required by Section 11.2. The
Chief Financial Officer shall perform any other duties and have any other
authority as from time to time may be delegated by the Board of Directors or
the Chief Executive Officer, Chief Operating Officer or President.

Section 7.8 Vice Presidents. The Vice President (if any) shall,
in the absence or disability of the President, or at the direction of the
President, perform the duties and exercise the powers of the President, whether
the duties and powers are specified in these Bylaws or otherwise. If the
Corporation has more than one Vice President, the order of election or other
order of seniority designated by the Board of Directors or the Chief Executive
Officer shall determine which Vice President shall act in the event of the
absence or disability of the President and any more senior Vice President.
Vice Presidents shall perform any other duties and have any other authority as
from time to time may be delegated by the Board of Directors, the Chief
Executive Officer, or the President.

Section 7.9 Secretary. The Secretary shall be responsible for
preparing minutes of the meetings of shareholders, directors, and committees of
directors and for authenticating records of the Corporation. The Secretary or
any Assistant Secretary shall have authority to give all notices required by
law or these Bylaws. The Secretary shall be responsible for the custody of the
corporate books, records, contracts, and other documents. The Secretary or any
Assistant Secretary may affix the corporate seal to any lawfully executed
document requiring it, may attest to the signature of any officer of the
Corporation and the corporate seal, and shall sign any document or instrument
that requires the Secretary's signature. The Secretary or any Assistant
Secretary shall perform any other duties and have any other authority as from
time to time may be delegated by the Board of Directors, the Chief Executive
Officer.

Section 7.10 Treasurer. If there shall be no Chief Financial
Officer of the Corporation, the Treasurer shall otherwise be the chief
financial officer of the Corporation, shall be charged with management of the
financial affairs of the Corporation and shall otherwise have the duties and
responsibilities of the Chief Financial

15
<PAGE> 16

Officer. The Treasurer or any Assistant Treasurer shall perform any other
duties and have other authority as from time to time may be delegated by the
Board of Directors, the Chief Executive Officer, the Chief Operating Officer,
the President or the Chief Financial Officer.

ARTICLE EIGHT

INDEMNIFICATION

Section 8.1 Circumstances for Claim of Indemnification.

A. Any person made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative and whether formal or informal (other than an action by or in
the right of the Corporation) because he is or was a Director or Officer of
this Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee or agent of another domestic or
foreign corporation, partnership, joint venture, trust, employee benefit plan
or other entity, shall be indemnified by this Corporation against all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if (1) he conducted himself in good faith and (2) he reasonably
believed (x) in the case of conduct in his official capacity, that such conduct
was in the best interest of this Corporation, (y) in all other cases, that such
conduct was at least not opposed to the best interests of this Corporation, and
(z) in the case of any criminal proceeding, that he had no reasonable cause to
believe that such conduct was unlawful. An individual's conduct with respect
to an employee benefit plan for a purpose he believed in good faith to be in
the interests of the participants in and beneficiaries of the plan is conduct
that meets the standard set forth in the immediately preceding sentence. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or, upon a plea of nolo contendere or its equivalent, shall not, of
itself, be determinative that the person did not meet the standard set forth in
the first sentence of this paragraph. Notwithstanding anything to the contrary
herein, no indemnification

16
<PAGE> 17

shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged liable on the basis that personal benefit was
improperly received by him, whether or not acting in his official capacity.

B. Any person made a party to any threatened, pending or
completed action or suit by or in the right of this Corporation to procure a
judgment in its favor because he is or was a Director or Officer of this
Corporation, or is or was serving at the request of this Corporation as a
director, officer, partner, trustee, employee or agent of another domestic or
foreign corporation, partnership, joint venture, trust, employee benefit plan
or other entity shall be indemnified by this Corporation against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if (1) he
conducted himself in good faith and (2) he reasonably believed (x) in the case
of conduct in his official capacity, that such conduct was in the best
interests of this Corporation, (y) in all other cases, that such conduct was at
least not opposed to the best interests of this Corporation, and (z) in the
case of any criminal proceeding, that he had no reasonable cause to believe
that such conduct was unlawful. Notwithstanding anything to the contrary
herein, no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all relevant circumstances, it is fair
and reasonable to indemnify such person for such expenses which the court shall
deem proper.

Section 8.2 Determination of Right to Indemnification.
Determination of the right to such indemnification and the amount thereof may
be made, at the option of the person to be indemnified, pursuant to procedure
set forth from time to time in the Bylaws or by any of the following
procedures: (i) order of the court or administrative body or agency having
jurisdiction of the action, suit or proceeding, (ii) if there are two or more
disinterested Directors, resolution adopted by a majority vote of all
disinterested Directors of the Corporation (a majority of whom shall for such
purpose constitute a quorum) or by a majority of the members of a committee of
two or more disinterested Directors appointed by such a vote, or if such a
quorum of disinterested Directors

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<PAGE> 18

cannot be obtained, by independent counsel in a written opinion, (iii)
resolution adopted by a majority in interest of the shares of the Corporation
entitled to vote at any meeting, such shares owned by or voted under the
control of a Director who at the time does not qualify as a disinterested
Director may not be voted on the determination, or (iv) order of any court
having jurisdiction over the Corporation. Any such determination that a
payment by way of indemnity should be made shall be binding upon the
Corporation. Such right of indemnification shall not be exclusive of any other
right which such Directors and Officers of the Corporation, and the other
persons above mentioned, may have or hereafter acquire and, without limiting
the generality of such statement, they shall be entitled to their respective
rights of indemnification or reimbursement under any Bylaws, agreement or vote
of the Shareholders, their rights under this Article being cumulative. The
provisions of this Article shall apply to any member of any Committee appointed
by the Board of Directors as fully as though such person had been a Director or
Officer of the Corporation.

Section 8.3 Payment During Pendency of Action. A majority of the
members of the Board of Directors of this Corporation who were not parties to
such action, suit or proceeding or a majority in interest of the shares of the
Corporation entitled to vote shall be authorized to pay to any person entitled
to indemnification under this Article, all actual expenses incurred in
connection with such action, suit or proceeding during the pendency thereof.

Section 8.4 Intent. It is the intention of this Corporation that
this Article of the Bylaws of this Corporation and the indemnification
hereunder shall extend to the maximum indemnification possible under the laws
of the State of Georgia, and if one or more words, phrases, clauses, sentences
or sections of this Article should be held unenforceable for any reason, all
remaining portions of this Article shall remain in full force and effect.

Section 8.5 Notice to Shareholders of Certain Payments. If any
expenses or other amounts are paid by way of indemnification, otherwise than by
court order or action by the Shareholders or by an insurance carrier pursuant
to insurance maintained by the Corporation, then the Corporation shall send the
Shareholders of record

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<PAGE> 19

then entitled to vote a statement specifying the persons paid, the amounts paid
and the nature and status at the time of such payment of the litigation or
threatened litigation. Such information shall be sent by first class mail not
later than the next annual meeting of Shareholders after such payment, if such
meeting is not held within three (3) months from the date of such payment,
otherwise, not later than fifteen (15) months from the date of such payment.

ARTICLE NINE

DIVIDENDS AND RESERVES

Section 9.1 Dividends. The Board of Directors of the Corporation
may, from time to time, declare, and the Corporation thereon shall pay
dividends on such outstanding shares in cash, property, or its own shares,
except when the Corporation is insolvent or when the declaration or payment
thereof would be contrary to any restrictions contained in the Articles of
Incorporation, subject to the following provisions:

A. Dividends may be declared and paid in cash or property only
out of the unreserved and unrestricted earned surplus of the Corporation, or
out of the unreserved and unrestricted net earnings of the current fiscal year,
computed to the date of the declaration of the dividend or the next preceding
fiscal year.

B. Dividends may be declared and paid in the Corporation's own
shares out of any treasury shares that have been reacquired out of surplus of
the Corporation.

C. Dividends may be declared and paid in the Corporation's own
authorized but unissued shares out of any unreserved and unrestricted surplus
of the Corporation provided that such shares shall be issued at not less than
the par value thereof and there shall be transferred to stated capital at the
time such dividend is paid an amount of surplus at least equal to the aggregate
par value of the shares to be issued as a dividend.

D. The Corporation shall have the use of any cash or property
declared as a dividend that is unclaimed until the time it escheats to the
applicable jurisdiction. Any stock declared as a dividend or unclaimed shall
be voted by the Board of Directors.

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<PAGE> 20

Section 9.2 Reserves. Before payment of any dividend, there may
be set aside out of any funds of the Corporation available for dividends such
sum or sums as the Directors from time to time, in their absolute discretion,
think proper as a reserve fund to meet contingencies or for equalizing
dividends or for repairing or maintaining any property of the Corporation or
for such other purpose as the Directors shall think conducive to the interest
of the Corporation, and the Directors may modify or abolish any such reserve in
the manner by which it was created.

ARTICLE TEN

CORPORATE BOOKS AND RECORDS

Section 10.1 Minutes of Corporate Meetings. The Corporation shall
keep at the principal office, or such other place as the Board of Directors may
order, a book of minutes of all meetings of its Directors and of its
Shareholders with the time and place of holding, whether annual, regular or
special, and, if special, how authorized, the notice thereof given, the names
of those present at Directors' meetings, the number of shares present or
represented at Shareholders' meetings and the proceedings thereof.

Section 10.2 Share Register. The Corporation shall keep at the
principal office, or at the office of the transfer agent, a share register
showing the names of the Shareholders and their addresses, the number of shares
held by each and the number and date of cancellation of every certificate
surrendered for cancellation. The above specified information may be kept by
the Corporation on punch cards, magnetic tape or other information storage
device related to electronic data processing equipment provided that such card,
tape or other equipment is capable of reproducing the information in clearly
legible form for the purposes of inspection as provided in Section 10.3 of
these By-laws.

Section 10.3 Inspection of Records.

A. By Shareholders. The share register or duplicate share
register shall be open to inspection by the Shareholders as provided under the
law of the State of Georgia.

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<PAGE> 21

B. By Directors. Every Director shall have the absolute right at
any reasonable time to inspect all books, records, documents of every kind and
the physical properties of the Corporation and also of its subsidiary
corporations, domestic or foreign. Such inspection by a Director may be made
in person or by agent or attorney and the right of inspection includes the
right to make extracts.

ARTICLE ELEVEN

GENERAL PROVISIONS

Section 11.1 Fiscal Year. The fiscal year of the Corporation
shall be fixed by resolution of the Board of Directors.

Section 11.2 Annual Report. The Board of Directors of the
Corporation shall present at each annual meeting, and when called for by vote
of the Shareholders at any special meeting of the Shareholders, a full and
clear statement of any business and condition of the Corporation.

Section 11.3 Authority for Execution of Contracts and Instruments.
The Chief Executive Officer, President, Chief Financial Officer and any Vice
Presidents may enter into any contract or execute and deliver any instrument in
the name and on behalf of the Corporation. The Board of Directors, except as
otherwise provided in these By-laws, may authorize any other Officer or
Officers, agent or agents to enter into any contract or execute and deliver any
instrument in the name and on behalf of the Corporation, and such authority may
be general or confined to specific instances; and, unless so authorized, no
such other Officer, agent or employee shall have any power or authority to bind
the Corporation by any contract or engagement or to pledge its credit or to
render it liable pecuniarily for any purpose or in any amount.

Section 11.4 Signing of Checks, Drafts, Etc. All checks, drafts or
other order for payment of money, notes or other evidences of indebtedness
issued in the name of or payable to the Corporation shall be signed or endorsed
by such person or persons and in such manner as shall be determined from time
to time by the Chief Executive Officer or Chief Financial Officer.

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<PAGE> 22

Section 11.5 References. All references to "he," "him" or similar
phrases shall refer to both males and females.

ARTICLE TWELVE

SEAL

Section 12.1 Seal. The seal of the Corporation shall have
inscribed thereon the name of the Corporation, the year of its organization and
the words "CORPORATE SEAL-GEORGIA". In the event it is inconvenient to use
such a seal at any time, the signature of the Corporation followed by the words
"Corporate Seal" enclosed in parentheses or scroll shall be deemed the seal of
the Corporation. The seal shall be in the custody of the Secretary and affixed
by him or any Assistant Secretary on the certificates of stock and such other
papers as may be directed by law, by these By-laws or by the President or Board
of Directors.

ARTICLE THIRTEEN

AMENDMENTS

Section 13.1 Amendments. These By-laws may be amended at any
meeting of the Board of Directors by the affirmative vote of a majority of the
members of the Board of Directors, except as prohibited by the Georgia Business
Corporation Code.

I, John W. Beiser, Secretary of ASA Holdings, Inc. formed and existing
under the laws of the State of Georgia, do hereby certify that the foregoing is
a true and complete copy of the Bylaws of this Corporation as adopted by the
Board of Directors on September 24, 1996.

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<PAGE> 23

IN WITNESS WHEREOF, I have hereunder subscribed my name and affixed
the seal of the Corporation, this 24th day of September, 1996.

/s/ John W. Beiser
-------------------------
JOHN W. BEISER, Secretary

(CORPORATE SEAL)

<PAGE> 1

EXHIBIT 5

OPINION OF ALTMAN, KRITZER & LEVICK, P.C.

LAW OFFICES

ALLEN D. ALTMAN ALTMAN, KRITZER & LEVICK, P.C.
LAURA M. ANDREW 6400 POWERS FERRY ROAD, N.W.
LAURENCE B. APPEL POWERS FERRY LANDING
EMILY SANFORD BAIR SUITE 224
ANDREW R. BAUMAN ATLANTA, GEORGIA 30339
THEODORE I. BLUM (770) 955-3555 RETIREMENT PLAN
BARBARA BOTEIN* ADMINISTRATION
JEREMY D. COHEN 730 FIFTH AVENUE CYNTHIA A. GROSZKIEWICZ,
CRAIG P. COLBURN, JR. SUITE 1805 ACTUARY
KAREN M. EDWARDS NEW YORK, NEW YORK 10019
LAWRENCE M. FREIMAN (212) 489-3745
MARTIN FRIEDGOOD
SUSAN M. GORDAN DIRECT DIAL NUMBER: ________
WILLIAM R. HAM (770) 951-6599
JAMES R. HARLAND, JR. TELECOPIER:
PETER M. HARTMAN September 30, 1996 (770) 952-7821
W. DANIEL HICKS, JR. (770) 955-2866
D. CHARLES HOUK (770) 955-0038
SHERIDAN B. JOHNSON (770) 955-3697
PENNINGTON G. KAMM
LORI E. KILBERG
CRAIG H. KRITZER
MARK J. LEVICK
JOHN H. LEWIS
GEORGE A. MATTINGLY
STEVEN A. PEPPER
RICHARD W. PROBERT
STEVEN J. ROBERTS
BENNO G. ROTHSCHILD, JR.
RICHARD P. RUBENOFF
THEODORE H. SANDLER
KENNETH A. SHAPIRO
CHRISTIAN D. SHIELDS
JOEL L. SILVERMAN
ROBERT D. SIMONS
DUANE D. SITAR
FRANK SLOVER
EPHRAIM SPIELMAN
SUSAN E. STOFFER
JOHN E. TAYLOR
DEBRA M. THOMPSON
THOMAS D. WHITE
CHARLES L. WOOD

* ADMITTED TO NY BAR ONLY

ASA Holdings, Inc.
Suite 800
100 Hartsfield Centre Parkway
Atlanta, Georgia 30354

Re: Form S-4 Registration Statement (the "REGISTRATION STATEMENT")
relating to shares of Common Stock, $0.10 par value per share,
of ASA Holdings, Inc.

Gentlemen:

We have acted as counsel for ASA Holdings, Inc., a Georgia corporation
("ASA HOLDINGS"), in connection with the transactions contemplated by that
certain Agreement and Plan of Merger, dated September 25, 1996 (the "MERGER
AGREEMENT"), by and among Atlantic Southeast Airlines, Inc. ("AIRLINES"), ASA
Holdings, and Atlantic Southeast Merging Co., a Georgia corporation ("MERGING
CO."). The Merger Agreement provides for the merger (the "MERGER") of Airlines
with Merging Co., with Airlines being the surviving corporation. As such
counsel, we have examined and relied upon such records, documents, certificates
and other instruments as in our judgment are necessary or appropriate to form
the basis for the opinion hereinafter set forth. In all such examinations, we
have assumed the genuineness of signatures on original documents and the
conformity to such original documents of all copies submitted to us as
certified, conformed or photographic copies, and as to certificates of public
officials, we have assumed the same to have been properly given and to be
accurate. Based upon the foregoing, we are of the opinion that the shares of
ASA Holdings' Common Stock, $0.10 par value per share, issuable in connection
with the Merger have been duly authorized, and, when issued in accordance with
the terms set forth in the Merger Agreement, will be validly issued, fully paid
and nonassessable.

<PAGE> 2
ASA Holdings, Inc.
September 30, 1996
Page 2

We consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Proxy Statement/Prospectus that forms a part of the
Registration Statement.

Very truly yours,

/s/ Craig H. Kritzer
---------------------------------
Craig H. Kritzer

ALTMAN, KRITZER & LEVICK, P.C.

<PAGE> 1

EXHIBIT 8

TAX OPINION OF ERNST & YOUNG LLP

Ernst & Young LLP Suite 2800 Phone: 404 874 8300
600 Peachtree Street
Atlanta, Georgia 30308-2215

September 30, 1996

Atlantic Southeast Airlines, Inc.
ASA Holdings, Inc.
100 Hartsfield Centre Parkway, Suite 800
Atlanta, Georgia 30354

You have requested our opinion as to certain Federal income tax
consequences arising from the merger of a newly created subsidiary of ASA
Holdings, Inc. ("Holdings"), which is a newly created subsidiary of Atlantic
Southeast Airlines, Inc. ("ASA"), with and into ASA ("the Holding Company
Formation"), and the subsequent distribution of the stock of ASA Investments,
Inc. ("ASAI") by ASA to Holdings ("the Distribution"), as discussed below. In
rendering this opinion, we have relied upon the information set forth below
under the heading "Facts" and the information, presented by the management of
ASA and Holdings to us in the following documents (the "Documents"):

1. The Statement of Facts and Representations, dated September 27,
1996 (the "Statement of Facts and Representations"), provided by the
management of ASA and Holdings;

2. The Agreement and Plan of Merger among Holdings, ASA and Atlantic
Southeast Merging Co. ("MergerSub") dated September 26, 1996; and

3. The Form S-4 Registration Statement Under the Securities Act of
1933 and accompanying exhibits dated September 30, 1996 (hereinafter
collectively referred to as the "Registration Statement").

You have advised us that the information contained in the Documents, and as
set forth below, provide an accurate and complete description of the facts and
circumstances concerning the Holding Company Formation and the Distribution. We
have made no independent determination regarding such facts and circumstances
and, therefore, have relied upon the information set forth below under the
heading "Facts" and in the Documents for purposes of this opinion. Any changes
to the information or to the Documents may affect the conclusions stated herein.

We understand that you will include a reference to Ernst & Young LLP and
our opinion in the Registration Statement, and will include a copy of our
opinion as an exhibit thereto. Subject to our prior review and approval, we
consent to such reference and a copy of our opinion with that filing.

Ernst & Young LLP is a member of Ernst & Young International, Ltd.
<PAGE> 2

Atlantic Southeast Airlines, Inc. Page 2
ASA Holdings, Inc. September 30, 1996

FACTS

You have represented to us certain facts and circumstances contained in the
Statement of Facts and Representations. Additionally, you have represented the
following to us:

ASA is a Georgia corporation formed in 1979 which is engaged in the
operation of a regional airline. ASA has a marketing agreement with Delta Air
Lines, Inc. ("Delta") whereby its flights are listed as Delta connecting
flights. In addition to operating the airline, ASA also owns and leases
equipment, property, and facilities used to operate the airline.

ASA is authorized to issue up to 50,000,000 shares of common stock ("ASA
Common Stock"), $0.10 par value per share, of which approximately 30,688,570
shares of the ASA Common Stock are outstanding, and no shares of any other class
are authorized or outstanding.

Delta Airlines Holdings, Inc., a wholly owned subsidiary of Delta, owns
approximately 26 percent of ASA's outstanding stock. The remaining shares are
owned by the public. Additionally, pursuant to reports filed with the Securities
and Exchange Commission, and information provided to management of ASA, (i)
Fidelity Management & Research Company ("Fidelity") is the manager of numerous
separate diversified, open-end management investment companies commonly referred
to as mutual funds, (h) Fidelity manages mutual funds which own, in the
aggregate, approximately 10 percent of ASA's outstanding stock, (iii) management
of ASA and Holdings have no knowledge that any single Fidelity mutual fund owns
5 percent or more of ASA's outstanding stock. All of ASA's shares are traded on
The Nasdaq Stock Market's National Market System.

Since 1987, ASA has had a stock repurchase program in effect which permits
its management, in its discretion, to purchase shares of ASA Common Stock when
it deems it appropriate. As a result of prior purchases under this program,
shares have been purchased and held by ASA as treasury stock. These shares were
purchased by ASA because management believed that such purchases were a good
investment of ASA's resources based on existing market conditions. As part of
the Holding Company Formation, ASA will cancel all of its treasury shares.

ASAI, a Delaware corporation incorporated on July 15, 1986, is a wholly
owned subsidiary of ASA. The sole business of ASAI has been to invest certain
cash assets contributed to it by ASA. As of June 30, 1996, ASAI had total assets
with a fair market value of approximately $147 million.

Holdings, a Georgia corporation, was formed by ASA to act as the direct
holding company of ASA and ASAI upon the consummation of the Holding Company
Formation and the Distribution. Holdings is authorized to issue up to
150,000,000 shares of common stock (the "Holdings Common Stock"), $0.10 par
value, and no other shares of any other class are authorized. Immediately prior
to the Holding Company Formation, there will be no shares of Holdings Common
Stock issued and outstanding other than the shares held by ASA. The management
of ASA and Holdings expect that Holdings will have a stock repurchase program
similar to ASA's.

It is anticipated after the consummation of the Holding Company Formation,
the Stock Purchase Agreement dated May 28, 1986 between ASA and Delta will be
modified making Holdings a party and providing Delta with the right to nominate
up to two directors to Holdings' Board of Directors so long as Delta continues
to own (directly or indirectly) at least 10 percent of the outstanding Holdings
Common Stock after the Holding Company Formation.
<PAGE> 3

Atlantic Southeast Airlines, Inc. Page 3
ASA Holdings, Inc. September 30, 1996

MergerSub, a Georgia corporation, will be formed as a wholly owned
subsidiary of Holdings solely for the purpose of effectuating the Holding
Company Formation.

ASA and ASAI file a consolidated Federal income tax return. After the
consummation of the Holding Company Formation and the Distribution, Holdings, as
the common parent of ASA and ASAI, will also file a consolidated Federal income
tax for the group.

BUSINESS PURPOSES

As indicated in the Registration Statement, and as you have advised us, the
Holding Company Formation and the Distribution are being undertaken to confer
the following benefits:

(1) The Holding Company Formation will provide greater flexibility to
Holdings and its subsidiaries by making available a greater selection of
financing, acquisition, and organizational alternatives than are available
to ASA under its current corporate structure. For example, the Holding
Company Formation will permit Holdings to acquire additional businesses
directly rather than through ASA, thereby permitting these businesses to
remain independent of ASA's present operations, and free from any direct
constraints on ASA imposed by credit agreements, regulatory requirements,
or otherwise.

(2) The Distribution will provide Holdings, through its ownership in
ASAI, approximately $147 million of assets that are free of the restrictive
covenants in ASA's credit agreements and lease arrangements. Holdings could
use these funds without being subject to the restrictive covenants
currently imposed on ASA.

PROPOSED TRANSACTIONS

To accomplish the business purposes set forth above, the following
transactions are proposed:

(i) ASA formed Holdings and contributed a note (the "Holdings Capital
Note") to Holdings of a nominal amount to supply minimal capital.

(ii) Holdings will form MergerSub and will contribute a note (the
"MergerSub Capital Note") to MergerSub of a nominal amount to supply
minimal capital.

(iii) Pursuant to Georgia Business Corporation Code, MergerSub will
merge with and into ASA, with ASA surviving. As a result of such merger,
the following shall occur: (a) each issued and outstanding share of ASA
Common Stock (other than treasury shares, which will be canceled as part of
the Holding Company Formation) will be automatically deemed converted into
one share of Holdings Common Stock; (b) each issued and outstanding share
of common stock of MergerSub will be automatically deemed converted into
shares of ASA Common Stock; (c) the shares of Holdings Common Stock that
are held by ASA immediately prior to the merger will be canceled; and (d)
the Holdings Capital Note and the MergerSub Capital Note will be canceled.
Further, pursuant to Georgia Business Corporation Code, holders of the ASA
Common Stock do not have the right to dissent with respect to the Holding
Company Formation and receive payment for the "fair value" of their shares.

(iv) Subsequent to the effective date of the Holding Company
Formation, ASA will distribute all of its shares in ASAI to Holdings.
<PAGE> 4

Atlantic Southeast Airlines, Inc. Page 4
ASA Holdings, Inc. September 30, 1996

Following the consummation of the Holding Company Formation and the
Distribution, ASA and ASAI will each be wholly owned subsidiaries of Holdings
and the current shareholders of ASA will be shareholders of Holdings, each
owning exactly the same proportionate interest in Holdings as their
proportionate interests in ASA immediately before the Holding Company Formation.

REPRESENTATIONS

You have made the following representations to us in connection with the
proposed Holding Company Formation and the Distribution as described in the
section entitled "PROPOSED TRANSACTIONS," above:

(a) Holdings will not issue stock or securities in consideration for
services rendered to or for the benefit of Holdings in connection with the
conversion of the ASA Common Stock into Holdings Common Stock.

(b) In connection with the Holding Company Formation, Holdings will
not issue stock or securities for indebtedness of Holdings that is not
evidenced by a security, or for interest on indebtedness of Holdings.

(c) The ASA Common Stock converted into Holdings Common Stock in the
Holding Company Formation is not subject to any liability of the ASA
shareholders and no liability of any ASA shareholder will be assumed by
Holdings in the Holding Company Formation.

(d) The Holding Company Formation is not the result of the
solicitation by a promoter, broker, or investment banking house.

(e) The ASA shareholders will not retain any rights in the ASA Common
Stock converted into Holdings Company Stock in the Holding Company
Formation.

(f) There is no indebtedness between the ASA shareholders and
Holdings, and there will be no indebtedness created in favor of the ASA
shareholders as a result of the Holding Company Formation.

(g) The conversion of ASA Common Stock into Holdings Common Stock will
occur under a plan agreed upon before the Holding Company Formation in
which the rights of the ASA shareholders and Holdings are defined.

(h) All exchanges comprising the conversion of ASA Common Stock into
Holdings Common Stock will occur on approximately the same date.

(i) With the exception of any repurchases by Holdings pursuant to its
contemplated share repurchase program, which will be separate and
independent of the Holding Company Formation, there is no plan or intention
on the part of Holdings to redeem or otherwise reacquire any stock or
indebtedness to be issued in the Holding Company Formation.

(j) Taking into account any planned issuance of additional shares of
Holdings Common Stock; any issuance of Holdings Common Stock in
consideration for services; the exercise of any Holdings Common Stock
rights, warrants, or subscriptions; a public offering of Holdings Common
Stock; and the sale, exchange, transfer by gift, or other disposition of
any Holdings Common Stock received in connection with the Holding Company
Formation, after the Holding Company Formation the ASA shareholders will
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own Holdings stock possessing at least 80% of the total combined voting
power of all classes of Holdings stock entitled to vote and at least 80% of
the total number of shares of all other classes of Holdings stock.

(k) As part of the Holding Company Formation, the ASA Common Stock
held by the ASA shareholders immediately before the Holding Company
Formation will be converted into Holdings Common Stock that has a fair
market value as of the effective date of the Holding Company Formation
approximately equal to the fair market value of such ASA Common Stock
immediately before the Holding Company Formation.

(l) Following the Holding Company Formation, Holdings will remain in
existence and retain the ASA Common Stock.

(m) ASA will pay all of the expenses, if any, of Holdings, ASA,
MergerSub, and ASAI incurred in connection with the Holding Company
Formation and the Distribution. ASA and Holdings will not pay any expenses
of the ASA shareholders.

(n) Holdings will not be (a) a regulated investment company, (b) a
real estate investment trust, or (c) a corporation more than 80% of the
total value of whose assets (excluding cash and nonconvertible debt
obligations from consideration) are held for investment. In making the
determination under (c), Holdings' stock ownership in ASA and ASAI is
disregarded, and Holdings is deemed to own the assets held by those
corporations.

(o) To the actual knowledge of management of ASA and Holdings, no ASA
shareholder is under the jurisdiction of a court in a title 11 or similar
case, and the Holdings Common Stock received by the ASA shareholders in the
Holding Company Formation will not be used to satisfy the indebtedness of
any such debtor.

(p) Holdings will not be a corporation the principal activity of which
is the performance of personal services substantially performed by
employee-owners.

(q) To the actual knowledge of management of ASA and Holdings, there
is no existing plan or intention by the ASA shareholders who own 5 percent
or more of the ASA Common Stock and there is no plan or intention on the
part of the remaining ASA shareholders to sell, exchange, or otherwise
dispose of a number of shares of Holdings Common Stock received in the
Holding Company Formation that would reduce the ASA shareholders' ownership
of Holdings Common Stock to a number of shares having a value, immediately
following the Holding Company Formation, of less than 50 percent of the
value of all of the ASA Common Stock outstanding immediately before the
Holding Company Formation. Shares of ASA Common Stock and shares of
Holdings Common Stock held by shareholders who were ASA shareholders
immediately before the Holding Company Formation and otherwise sold,
redeemed, or disposed of prior or subsequent to the Holding Company
Formation have been considered in making this representation.

(r) ASA has no plan or intention to issue additional shares after the
Holding Company Formation so that, if such shares were issued after the
Holding Company Formation Holdings would own ASA shares possessing less
than 80% of the total combined voting power of all classes of stock
entitled to vote or less than 80% of the total number of shares of all
other classes of ASA stock.

(s) Holdings has no current plan or intention to liquidate ASA; to
merge ASA into another corporation; to cause ASA to sell or otherwise
dispose of any of its assets, except for the Distribution and
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dispositions made in the ordinary course of business; or to sell or
otherwise dispose of any of the ASA Common Stock received in the Holding
Company Formation.

(t) The ASA Common Stock outstanding before the Holding Company
Formation will be converted solely into Holdings Common Stock. No ASA
Common Stock will be redeemed for cash or other property furnished by
Holdings, and Holdings will provide no other consideration to the ASA
shareholders as part of the Holding Company Formation.

(u) At the time of the Holding Company Formation, ASA will not have
outstanding any warrants, options, convertible securities, or any other
type of right pursuant to which any person could acquire stock in ASA that,
if exercised or converted, would cause Holdings to own ASA shares
possessing less than 80% of the total combined voting power of all classes
of ASA stock entitled to vote or less than 80% of the total number of
shares of all other classes of ASA stock.

(v) Holdings does not own, directly or indirectly, nor has it owned
during the past five years, directly or indirectly, any stock of ASA.

(w) Following the Holding Company Formation, ASA will continue its
historic business or use a significant portion of its historic business
assets in a business.

(x) On the date of the Holding Company Formation, the fair market
value of the assets of ASA will exceed the sum of its liabilities plus the
liabilities, if any, to which the assets are subject.

(y) ASA and Holdings are not under the jurisdiction of a court in a
Title 11 or similar case.

MEMORANDUM OF AUTHORITIES

For information purposes, we have provided the following discussion of the
authorities we deemed applicable to the rendering of the foregoing opinion.

I. APPLICABLE PROVISIONS

A. SECTION 351 -- TRANSFER TO A CORPORATION

Section 351(a) of the Internal Revenue Code of 1986, as amended (the
"Code") provides that no gain or loss is recognized if property is transferred
to a corporation by one or more persons solely in exchange for stock in such
corporation and, immediately after the exchange, the transferors are in
"control" of the transferee as defined in Section 368(c) of the Code. For
purposes of Section 368(c), control is defined as the ownership of stock
possessing at least 80 percent of the total combined voting power and at least
80 percent of the total number of shares of all other classes of stock of the
corporation.

Provided that a transaction qualifies under Section 351, the following
additional provisions apply. Section 358 provides generally that the basis of
the stock received by a transferor is equal to the basis of the property
transferred. Section 1223(l) of the Code provides that, in determining the
period for which a taxpayer has held property received in an exchange, the
period for which the taxpayer held the property exchanged is included if the
property has, for purposes of determining gain or loss from a sale or exchange,
the same basis in whole or in part in the taxpayer's hands as the property
exchanged, and the property exchanged constitutes a capital asset at the time of
the exchange. Section 1032(a) provides that no gain or loss is recognized to a
corporation on the receipt of money or other property in exchange for its stock.
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B. SECTION 351 -- HOLDING COMPANY FORMATION

A transaction which takes the form of a reverse triangular merger may be
treated as a transfer of stock. See Rev. Rul. 67-448, 1967-2 C.B. 144, and Rev.
Rul. 73-427, 1973-2 C.B. 301, in which corporations which were formed solely to
be acquired in a merger were disregarded as transitory, and the transactions
were characterized according to their substance. In this case, the substance of
the transaction is that the ASA shareholders will transfer their stock to
Holdings in exchange for Holdings stock. In fact, the Internal Revenue Service
(the "Service") has ruled that transactions such as this one, in which a holding
company is formed through a reverse triangular merger, are to be treated as
Section 351 exchanges. See, for example, PLRs 8901035 (October 6, 1988), 8742079
(July 24, 1987), 8737044 (June 15, 1987), 8732020 (May 8, 1987), 8726014 (March
25, 1987).(1)

C. TYPE B REORGANIZATION -- HOLDING COMPANY FORMATION

Section 368(a)(1)(B) of the Code provides that the term reorganization (a
"Type B Reorganization") includes the acquisition by one corporation, in
exchange solely for its voting stock, of stock of another corporation, if,
immediately after the acquisition, the acquiring corporation has control (within
the meaning of Section 368(c) above) of the target. As described in paragraph b.
above, the Service has ruled that a transaction which may take the form of
reverse triangular merger will be treated as a transfer/acquisition of stock
which (if it otherwise so qualifies) may be treated as a Type B Reorganization.
See Rev. Rul. 67-448, 1967-2 C.B. 144.

Section 368(b) of the Code defines the term "a party to a reorganization"
to include a corporation resulting from a reorganization, and both corporations,
in the case of a reorganization resulting from the acquisition by one
corporation of stock or properties of another.

Provided that a transaction qualifies as a Type B Reorganization, the
following additional provisions apply. Section 354 of the Code provides that the
shareholders of the acquired corporation (here ASA) recognize no gain or loss
upon the exchange of their stock for stock of the acquiring corporation (here
Holdings). Section 358 of the Code provides that the basis of the stock of the
acquiring corporation received by the shareholders of the acquired corporation
is generally the same as the basis of the stock surrendered in exchange
therefor. Section 1223(l) of the Code provides that, in determining the period
for which a taxpayer has held property received in an exchange, the period for
which the taxpayer held the property exchanged is included if the property has,
for purposes of determining gain or loss from a sale or exchange, the same basis
in whole or in part in the taxpayer's hands as the property exchanged, and the
property exchanged constitutes a capital asset at the time of the exchange.
Section 1032 provides that no gain or loss is recognized to a corporation upon
the receipt of property in exchange for its stock.

D. THE DISTRIBUTION

Section 301 of the Code provides rules applicable to a distribution of
property by a corporation to its shareholders with respect to its stock. Section
301(c)(1) of the Code generally provides that a dividend is

- ---------------

(1) Pursuant to Section 6110(j)(3) of the Code, the private letter rulings
cited in this opinion letter are not used or cited as precedent but rather
as evidence of the Service's long-standing position in interpreting the law
and as evidence of the general understanding of the law at the time the
ruling was issued. See, e.g., Telecommunications, Inc. v. Commissioners, 95
T.C. 495 (1990).
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Atlantic Southeast Airlines, Inc. Page 8
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included in gross income. Section 316(a) of the Code provides, as a general
rule, that the term "dividend" means any distribution of property made by a
corporation to its shareholders out of its earnings and profits.

Treas. Reg. sec. 1.1502-13(f) provides additional special rules for
intercompany distributions to which Section 301 applies. Treas. Reg.
sec. 1.1502-13(f)(2)(ii) provides that an intercompany distribution is not
included in the gross income of the distributee member, so long as the
distribution results in a corresponding negative adjustment reflected under
Treas. Reg. sec. 1.1502-32 in the distributee member's basis in the distributing
member's stock. Treas. Reg. sec. 1.1502-32(b)(2)(iv) generally provides that an
intercompany distribution would produce a negative investment adjustment.

Section 311(b)(1) of the Code provides generally that if a corporation
distributes property to a shareholder in a distribution to which Section 301
applies, then gain shall be recognized to the distributing corporation (in an
amount equal to the excess of the property's fair market value over its adjusted
basis) as if such property were sold to the distributee.

Treas. Reg. sec. 1.1502-13(c) provides a "matching rule," whereby a
seller's ("S's") income, gain, deduction, and loss from an intercompany
transaction is generally deferred, and is taken into account only when the buyer
("B") takes into account its corresponding items. Treas. Reg. sec. 1.1502-13(d)
provides an "acceleration rule," whereby S's deferred gain or loss could also be
triggered when, among other things, S or B leaves the group, or the property is
no longer held by a member of the group. Treas. Reg. sec. 1.1502-13(f)(2)(iii)
provides, in part, that the principles of Section 311(b) apply to the
distributing member's loss, as well as gain, from an intercompany distribution
of property. Thus, the distributing member's gain or loss is deferred and is
taken into account under the matching rule or the acceleration rule, discussed
in this paragraph.

2. DISCUSSION OF THE PROPOSED TRANSACTIONS

The following is a discussion of certain Federal income tax consequences of
the Holding Company Formation and the Distribution.

THE HOLDING COMPANY FORMATION

The Holding Company Formation described in Steps (i), (ii), and (iii) under
the above heading "Proposed Transaction" will qualify for tax-free treatment
under Sections 351 of the Code because the transaction will meet the
requirements set forth above. As described above, the Service has consistently
held that the formation of a holding company structure by utilizing a reverse
subsidiary merger qualifies under Section 351 of the Code. See Rev. Rul. 67-448,
and Rev. Rul. 73-427, supra. Because the ASA shareholders will receive at least
80 percent of the outstanding common stock of Holdings, and because Holdings
will have no other class of stock outstanding, the ASA shareholders will obtain
control of Holdings as defined in Section 368(c). Similarly, the Holding Company
Formation will qualify as a Type B Reorganization. Thus, since Holdings has
solely voting stock outstanding, solely voting stock of Holdings will be issued
in the exchange. After the exchange, Holdings will be in control of ASA with the
meaning of Section 368(c) of the Code.

Under Treas. Reg. sec. 1.1502-75(d)(2)(ii), an affiliated group filing a
consolidated return is considered as remaining in existence where a parent
transfers substantially all of its assets to one or more subsidiaries. In Rev.
Rul. 82-152, 1982-2 C.B. 205, the Service held that, in a transaction similar to
the proposed transaction, the principles of Treas. Reg. sec. 1.1502-75(d)(2)(ii)
will apply. As a result, the current affiliated group with ASA as the common
parent (the "ASA group") will be treated as remaining in existence within the
meaning
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Atlantic Southeast Airlines, Inc. Page 9
ASA Holdings, Inc. September 30, 1996

of Treas. Reg. sec. 1.1502-75(d)(2)(ii), with Holdings becoming the common
parent of the affiliated group. In such case, the members of the ASA group will
not close their taxable years, and will remain on the taxable year previously
used by the ASA group. Treas. Reg. sec. 1.1502-75(d)(2)(iii).

In the case of a transaction in which a corporation succeeds another
corporation as the common parent of a consolidated group under the principles of
Treas. Reg. sec. 1.1502-75(d)(2) (a "group structure change"), special rules
apply to determine the basis of the stock of the former parent in the hands of
the new holding company, as well as the earnings and profits of the new holding
company. As discussed in the paragraph above, we believe that the proposed
transaction will be governed by Treas. Reg. sec. 1.1502-75(d)(2)(ii) and,
thereby, will constitute a group structure change. Under Treas. Reg.
sec. 1.1502-31, following the group structure change, the basis of the stock of
the former common parent (ASA) in the hands of the owning member (Holdings) is
equal generally to the former common parent's net basis in its assets. For this
purpose, net basis is generally the excess of the former common parent's basis
in its assets over its liabilities and the liabilities to which its assets are
subject. Treas. Reg. sec. 1.1502-31(c). Under Treas. Reg. sec. 1.1502-33, in the
case of a group structure change, the earnings and profits of the new common
parent (Holdings) are adjusted to reflect the earnings and profits of the former
common parent (ASA).

THE DISTRIBUTION

The Distribution should be treated as a distribution of property made by a
corporation to a shareholder with respect to its stock under Section 301 of the
Code. As the Distribution will be an intercompany distribution between ASA and
Holdings, Treas. Reg. sec. 1.1502-13(f)(2)(ii) will apply to exclude from the
gross income of Holdings the amount, in value, of the ASAI stock distributed.
Pursuant to Treas. Reg. sec. 1.1502-13(f)(2)(iii) and -13(f)(5)(i), to the
extent gain or loss, if any, is realized by ASA on the Distribution that gain or
loss will be deferred, and taken into account later at the time and in the
manner described in Treas. Reg. sec. 1.1502-13.

FEDERAL INCOME TAX CONSEQUENCES -- OPINION

It is our opinion that the following results will apply with respect to the
Holding Company Formation:

(1) The formation of MergerSub and its merger with and into ASA will
be disregarded for Federal income tax purposes and the Holding Company
Formation will be treated as a transfer by the ASA shareholders of their
ASA Common Stock to Holdings solely in exchange for shares of Holdings
Common Stock. That deemed transfer will constitute an exchange within the
meaning of Section 351(a) of the Code and a reorganization described in
Section 368(a)(1)(B) of the Code.

(2) No gain or loss will be recognized by the ASA shareholders upon
the conversion of ASA Common Stock into Holdings Common Stock pursuant to
the Holding Company Formation.

(3) The tax basis of the Holdings Common Stock to be received by the
ASA shareholders will be the same as the tax basis of the ASA Common Stock
converted into Holdings Common Stock pursuant to the Holding Company
Formation.

(4) The holding period of the Holdings Common Stock to be received by
the ASA shareholders will include the period during which the ASA Common
Stock converted into Holdings Common Stock pursuant to the Holding Company
Formation was held, provided the ASA Common Stock was held as a capital
asset on the date of the Holding Company Formation.
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Atlantic Southeast Airlines, Inc. Page 10
ASA Holdings, Inc. September 30, 1996

(5) No gain or loss will be recognized by Holdings, ASA, MergerSub, or
ASAI pursuant to the Holding Company Formation.

(6) Holdings' tax basis in the stock of ASA immediately after the
Holding Company Formation will be equal to ASA's net tax basis in its
assets immediately after the Holding Company Formation.

(7) The affiliated group of which ASA was the common parent
immediately prior to the Holding Company Formation will remain in existence
with Holdings as the new common parent.

(8) The members of the affiliated group of which ASA was the common
parent will not close their taxable years as a result of the Holding
Company Formation, and will remain on the taxable year presently used by
the ASA group.

(9) Following the Holding Company Formation, the earnings and profits
of Holdings will be adjusted to reflect the earnings and profits of ASA.

It is our opinion that the following results will apply with respect to the
Distribution:

(10) The Distribution will not be included in the gross income of
Holdings.

(11) No gain or loss will be recognized by Holdings, ASAI, or the ASA
shareholders upon the distribution by ASA of all of the outstanding stock
of ASAI to Holdings.

(12) To the extent gain or loss, if any, is realized by ASA upon the
distribution by ASA of all of the outstanding stock of ASAI to Holdings,
such gain or loss will be recognized under the principles of Section
311(b)(1) of the Code but deferred by ASA and taken into account by ASA at
the time and in the manner described in Treas. Reg. sec. 1.1502-13.

(13) As a result of the Distribution, the adjusted tax basis of the
ASA Common Stock in the hands of Holdings will be reduced by the value of
the ASAI stock distributed to Holdings in the Distribution.

SCOPE OF OPINION

The scope of this opinion is expressly limited to the Federal income tax
issues specifically addressed in (1) through (13) in the section titled "FEDERAL
INCOME TAX CONSEQUENCES -- OPINION," above as related to the Holding Company
Formation and the Distribution. Our opinion has not been requested and none is
expressed with respect to any other tax issues arising from the proposed
transactions, including, but not necessarily limited to other Subchapter C or
consolidated return consequences, state, local, and/or foreign tax consequences,
and employee benefit tax consequences, which may arise as a result of the
Holding Company Formation and the Distribution.

Specifically, we have made no determination nor expressed any opinion as to
any limitations, including, but not necessarily limited to, those which may be
imposed under Section 382 of the Code, on the availability of net operating loss
carryovers, (or built-in losses), if any, after the Holding Company Formation
and the Distribution. We have made no determination nor expressed any opinion as
to the fair market value of any stock being converted or distributed in the
Holding Company Formation and the Distribution.

Our opinion, as stated above, is based in part on our reliance upon the
information set forth above under the heading "Facts" and the information in the
Documents described above. Any changes to the information or to the Documents
may affect our conclusions stated above. Our opinion is also based upon our
analysis of
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ASA Holdings, Inc. September 30, 1996

the Code, the regulations thereunder, current case law, and published rulings as
of the date hereof. The foregoing are subject to change, and such change may be
retroactively effective. If so, our views, as set forth above, may be affected
and may not be relied upon. We have undertaken no obligation to update this
opinion for changes in facts or law occurring subsequent to the date thereof.

This opinion is being rendered only to the addressees in connection with
the Holding Company Formation and the Distribution and is solely for the benefit
of the addressees and the addressees' shareholders. This opinion may not be
relied upon by any other person or persons, or used for any other purposes,
including, but not necessarily limited to, filings with Governmental agencies
(except as stated above, the consented filing with the Securities and Exchange
Commission), without our prior written consent.

This letter is an opinion of our firm as to the interpretation of certain
provisions of existing Federal tax law and, as such, is not binding on the
Service or the courts.

Very truly yours,

/s/ ERNST & YOUNG LLP
--------------------------------------

<PAGE> 1

EXHIBIT 21

LIST OF SUBSIDIARIES OF THE REGISTRANT

Atlantic Southeast Merging Co., a Georgia corporation.

<PAGE> 1

EXHIBIT 23(b)

CONSENT OF ERNST & YOUNG LLP

We consent to the reference to our firm under the caption "Experts" in
the Proxy Statement/Prospectus and Registration Statement (Form S-4)
of ASA Holdings, Inc. and to the incorporation by reference therein of
our report dated February 2, 1996, with respect to the consolidated
financial statements and schedule of Atlantic Southeast Airlines, Inc.
included in its Annual Report (Form 10-K) for the year ended December
31, 1995, filed with the Securities and Exchange Commission.

In addition, we consent to the reference to our firm under the
captions "Experts" and "Certain Federal Income Tax Consequences" and
to the use of our report dated September 25, 1996, with respect to the
consolidated financial statement of ASA Holdings, Inc. and our opinion
dated September 30, 1996 with respect to certain of the Federal income
tax consequences of the proposed reorganization of Atlantic Southeast
Airlines, Inc. into a holding company structure included in the Proxy
Statement/Prospectus and Registration Statement (Form S-4) of ASA
Holdings, Inc.

/s/ Ernst & Young LLP

Atlanta, Georgia
September 30, 1996