ATLANTIC SOUTHEAST AIRLINES INC
10-C, 1996-07-19
AIR TRANSPORTATION, SCHEDULED
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<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-C

                REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM

                  Filed pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934 and Rule 13a-17
                              or 15d-17 thereunder

                       ATLANTIC SOUTHEAST AIRLINES, INC.
                       ---------------------------------
                 (Exact name of issuer as specified in charter)

     100 Hartsfield Centre Parkway, Suite 800, Atlanta, Georgia 30354-1356
     ---------------------------------------------------------------------
                    (Address of principal executive offices)

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

                   I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of 5% or more in the number of
shares outstanding: 
1.  Title of security: Common Stock, $0.10 par value per share 
2.  Number of shares outstanding before the change: 32,623,770 
3.  Number of shares outstanding after the change: 30,988,570 
4.  Effective date of change: July 18, 1996 
5.  Method of change:

         Specify method (such as merger, acquisition, exchange, distribution,
stock split, reverse split, acquisition of stock for treasury, etc.):
acquisition of stock for treasury

         Give brief description of transaction:  During the period from
November 1, 1995,through July 18, 1996, the Issuer has repurchased 1,635,200
shares of its Common Stock on the open market in accordance with Rule 10b-18.
The total acquisition cost of such shares was $37,807,387 million.  The
repurchased shares are currently held by the Issuer as treasury stock.

                         II.  CHANGE IN NAME OF ISSUER

1.  Name prior to change: not applicable
2.  Name after change: not applicable
3.  Effective date of charter amendment changing name: not applicable
4.  Date of shareholder approval of change, if required: not applicable

Date: July 19, 1996                     ATLANTIC SOUTHEAST AIRLINES, INC.

                                        By: /s/ Ronald V. Sapp 
                                            -------------------------------
                                            Ronald V. Sapp
                                            Vice President - Finance and
                                            Chief Financial Officer


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