MESA AIR GROUP INC
10-K405/A, 1996-08-05
AIR TRANSPORTATION, SCHEDULED
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
   
                                    FORM 10-K/A
    
                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                       OF SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 1995                     Commission File
                                                                 Number 0-15495

                              Mesa Air Group, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           New Mexico                                             85-0302351
- -------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


2325 East 30th Street, Farmington, New Mexico                            87401
- ---------------------------------------------                         ----------
  (Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code:               (505) 327-0271

Securities registered pursuant to Section 12(b) of the Act:    None

Securities registered pursuant to Section 12(g) of the Act:


                           Common Stock, no par value
- --------------------------------------------------------------------------------
                                (Title of class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

                                Yes  X    No
                                    ---      ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part 3 of this Form 10-K or any amendment to this
Form 10-K.

   
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of August 1, 1996:

                    Common Stock, no par value: $237,803,292

On August 1, 1996, the Registrant had outstanding 28,217,638 shares of Common
Stock.
    
                       DOCUMENTS INCORPORATED BY REFERENCE

                                     NONE

                                       -1-


<PAGE>   2
PART IV 

ITEM 14. EXHIBITS, SCHEDULES AND REPORTS ON FORM 8-K 

(A)  Documents filed as part of this report:

          
     1.   Reference is made to consolidated financial statement schedules in
          item 8 hereof.

     2.   Reports on Form 8-K

                  Other events - December 15, 1994 
                  Other events - January 17, 1995 
                  Other events - April 5, 1995 
                  Other events - June 16, 1995 

     3.   Exhibits

          The following exhibits are either filed as part of this report or are
          incorporated herein by reference from documents previously filed with
          the Securities and Exchange Commission:

<TABLE>
<CAPTION>
   
EXHIBIT 
NUMBER             DESCRIPTION                                         REFERENCE 
- -------            -----------                                         --------- 
<S>     <C>                                              <C>
3.1     Restated Articles of Incorporation (as           Filed as Exhibit 3.1 to Registrant's Form
        amended June 26, 1990, July 9, 1990, June 25,    10-K for the fiscal year ended September
        1992, March 25, 1993 and March 29, 1995)         30, 1995, Commission File No. 0-15495,
                                                         incorporated herein by reference
     
3.2     Bylaws of Mesa Airlines, Inc., as amended to     Filed as Exhibit 3.2 to Amendment No. 1 to  
        date                                             Registrant's Form S-18, Registration No.  
                                                         33-11765, filed March 6, 1987, incorporated  
                                                         herein by reference 
     
4.1     Form of Common Stock certificate                 Filed as Exhibit 4.5 to Amendment No. 1 to  
                                                         Registrant's Form S-18, Registration No.  
                                                         33-11765 filed March 6, 1987, incorporated  
                                                         herein by reference 
</TABLE>
    

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<PAGE>   3
<TABLE>
<S>    <C>                                              <C>
 4.2    Form of Common Stock certificate (issued         Filed as Exhibit 4.8 to Form S-1, Registration  
        after November 12, 1990)                         No. 33-35556 effective December 6, 1990,  
                                                         incorporated herein by reference 
      
 4.3    Incentive Stock Option Plan (as amended)         Filed as Exhibit 4.9 to Form S-1, Registration  
                                                         No. 33-35556 effective December 6, 1990,  
                                                         incorporated herein by reference 
      
 4.4    Employee Non-Incentive Stock Option Plan         Filed as Exhibit 4.10 to Form S-1, Registration  
        dated as of September 28, 1990                   No. 33-35556 effective December 6, 1990,  
                                                         incorporated herein by reference 
      
 4.5    Form of Non-Incentive Stock Option issued        Filed as Exhibit 4.11 to Form S-1, Registration  
        under Mesa Airlines, Inc. Employee               No. 33-35556 effective December 6, 1990,  
        Non-Incentive Stock Option Plan, dated as of     incorporated herein by reference 
        September 28, 1990 
      
 4.6    Directors Non-Incentive Stock Option Plan,       Filed as Exhibit 4.12 to Form S-1, Registration  
        dated as of September 28, 1990                   No. 33-35556 effective December 6, 1990,  
                                                         incorporated herein by reference 
      
 4.7    Form of Non-Incentive Stock Option Plan          Filed as Exhibit 4.13 to Form S-1, Registration  
        issued under Mesa Airlines, Inc. Directors       No. 33-35556 effective December 6, 1990,  
        Non-Incentive Stock Option Plan, dated as of     incorporated herein by reference 
        September 28, 1990 
      
 4.8    Employee Non-Incentive Stock Option Plan,        Filed as Exhibit 4.12 to Registrant's Form 10-K  
        dated as of June 2, 1992                         for the fiscal year ended September 30, 1992,  
                                                         Commission File No. 0-15495, incorporated herein  
                                                         by reference 
      
 4.9    Form of Non-Incentive Stock Option Plan          Filed as Exhibit 4.13 to Registrant's Form 10-K  
        issued under Mesa Airlines, Inc. Employee        for the fiscal year ended September 30, 1992,  
        Non-Incentive Stock Option Plan, dated as of     Commission File No. 0-15495, incorporated herein  
        June 2, 1992                                     by reference 
      
4.10    Form of Outside Directors Stock Option           Filed  as Exhibit 4.11 to Registrant's Form 10-K  
        Plan, dated as of March 9, 1993                  for the fiscal year ended September 30, 1993,  
                                                         Commission File No. 0-15495 incorporated 
      
4.11    Form of Stock Option issued under Mesa  
        Airlines, Inc. Outside Director's Stock          Filed  as Exhibit 4.12 to Registrant's Form 10-K  
        Option Plan, dated as of March 9, 1993           for the fiscal year ended September 30, 1993  
                                                         incorporated here in by reference  
      
10.1    Lease Agreement between Beech Acceptance         Filed as Exhibit 10.8 to Registrant's Form 10-K  
        Corporation and Mesa Airlines, Inc., dated       for the fiscal year ended September 30, 1989,  
        March 21, 1989, for Beechcraft 1900 UC-62        Commission File No. 0-15495, incorporated herein  
                                                         by reference 
      
10.2    Lease Agreement between Beech Acceptance         Filed as Exhibit 10.11 to Registrant's Form 10-K  
        Corporation and Mesa Airlines, Inc., dated       for the fiscal year ended September 30, 1989,  
        March 21, 1989, for Beechcraft 1900 UC-70        Commission File No. 0-15495, incorporated herein  
                                                         by reference 
      
10.3    Amendment to Lease Agreements between Beech      Filed as Exhibit 10.11 to Form S-1, Registration  
        Acceptance Corporation and Mesa Airlines,        No. 33-35556 effective December 6, 1990,  
        Inc., dated August 31, 1989                      incorporated herein by reference 
</TABLE>

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<PAGE>   4
<TABLE>
<CAPTION>
<S>  <C>                                              <C>
10.4   Agreement between Beech Acceptance               Filed as Exhibit 10.17 to Form S-1, Registration  
       Corporation and Mesa Airlines, Inc., dated       No. 33-35556 effective December 6, 1990,  
       August 4, 1989                                   incorporated herein by reference 
     
10.5   Lease Agreement between Beech Acceptance         Filed as Exhibit 10.20 to Form S-1, Registration  
       Corporation and Mesa Airlines, Inc., dated       No. 33-35556 effective December 6, 1990,  
       November 22, 1989, for Beechcraft 1900 UC-88     incorporated herein by reference 
     
10.6   Lease Agreement between Beech Acceptance         Filed as Exhibit 10.21 to Form S-1, Registration  
       Corporation and Mesa Airlines, Inc., dated       No. 33-35556 effective December 6, 1990,  
       December 19, 1989, for Beechcraft 1900 UC-91     incorporated herein by reference 
     
10.7   Lease Agreement between Beech Acceptance         Filed as Exhibit 10.22 to Form S-1, Registration  
       Corporation and Mesa Airlines, Inc., dated       No. 33-35556 effective December 6, 1990,  
       January 30, 1990, for Beechcraft 1900 UC-93      incorporated herein by reference 
     
10.8   Lease Agreement between Beech Acceptance         Filed as Exhibit 10.23 to Form S-1, Registration  
       Corporation and Mesa Airlines, Inc., dated       No. 33-35556 effective December 6, 1990,  
       February 5, 1990, for Beechcraft 1900 UC-85      incorporated herein by reference 
     
10.9   Lease Agreement between Beech Acceptance         Filed as Exhibit 10.24 to Form S-1, Registration  
       Corporation and Mesa Airlines, Inc., dated       No. 33-35556 effective December 6, 1990,  
       March 15, 1990, for Beechcraft 1900 UC-90        incorporated herein by reference 
     
10.10  Lease Agreement between Beech Acceptance         Filed as Exhibit 10.25 to Form S-1, Registration  
       Corporation and Mesa Airlines, Inc., dated       No. 33-35556 effective December 6, 1990,  
       April 26, 1990, for Beechcraft 1900 UC-112       incorporated herein by reference 
     
10.11  Lease Agreement between Beech Acceptance         Filed as Exhibit 10.27 to Form S-1, Registration  
       Corporation and Mesa Airlines, Inc., dated       No. 33-35556 effective December 6, 1990,  
       April 26, 1990, for Beechcraft 1900 UC-106       incorporated herein by reference 
     
10.12  Lease Agreement between Beech Acceptance         Filed as Exhibit 10.28 to Form S-1, Registration  
       Corporation and Mesa Airlines, Inc., dated       No. 33-35556 effective December 6, 1990,  
       April 26, 1990, for Beechcraft 1900 UC-111       incorporated herein by reference 
     
10.13  Lease Agreement between Beech Acceptance         Filed as Exhibit 10.29 to Form S-1, Registration  
       Corporation and Mesa Airlines, Inc., dated       No. 33-35556 effective December 6, 1990,  
       April 26, 1990, for Beechcraft 1900 UC-109       incorporated herein by reference 
     
10.14  Lease Agreement between Beech Acceptance         Filed as Exhibit 10.29.1 to Form S-1,  
       Corporation and Mesa Airlines, Inc., dated       Registration No. 33-35556 effective December 6,  
       June 22, 1990, for Beechcraft 1900 UC-115        1990, incorporated herein by reference 
     
10.15  Lease Agreement between Beech Acceptance         Filed as Exhibit 10.29.2 to Form S-1,  
       Corporation and Mesa Airlines, Inc., dated       Registration No. 33-35556 effective December 6,  
       June 22, 1990, for Beechcraft 1900 UC-119        1990, incorporated herein by reference 
     
10.16  Lease Agreement between Beech Acceptance         Filed as Exhibit 10.29.3 to Form S-1,  
       Corporation and Mesa Airlines, Inc., dated       Registration No. 33-35556 effective December 6,  
       August 24, 1990, for Beechcraft 1900 UC-118      1990, incorporated herein by reference 
</TABLE>

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<PAGE>   5
<TABLE>
<CAPTION>
<S>                <C>                                              <C>
10.17   Agreement between Beech Aircraft Corporation     Filed as Exhibit 10.30 to Form S-1, Registration  
        and Mesa Airlines, Inc., dated April 30, 1990    No. 33-35556 effective December 6, 1990,  
                                                         incorporated herein by reference 
      
10.18   Sublease Agreement between Air Midwest, Inc.     Filed as Exhibit 10.32.1 to Form S-1,  
        and Mesa Airlines, Inc., dated April 27, 1990    Registration No. 33-35556 effective December 6,  
        for Embraer Brasilia aircraft 120.180            1990, incorporated herein by reference 
      
10.19   Lease Agreement between McDonnell Douglas        Filed as Exhibit 10.32.2 to Form S-1,  
        Finance Corporation and Mesa Airlines, Inc.,     Registration No. 33-35556 effective December 6,  
        dated April 27, 1990, for Embraer Brasilia       1990, incorporated herein by reference 
        aircraft 120.180 
      
10.20   Agreement between Air Midwest, Inc. and Mesa     Filed as Exhibit 10.32.3 to Form S-1,  
        Airlines, Inc., dated February 27, 1990, for     Registration No. 33-35556 effective December 6,  
        purchase of four Embraer Brasilia aircraft       1990, incorporated herein by reference 
      
10.21   Letter Agreement between McDonnell Douglas       Filed as Exhibit 10.32.4 to Form S-1,  
        Finance Corporation, Air Midwest, Inc. and       Registration No. 33-35556 effective December 6,  
        Mesa Airlines, Inc., dated March 19, 1990, as    1990, incorporated herein by reference 
        amended, regarding lease and sublease of four  
        Embraer Brasilia aircraft 
      
10.22   Sublease Agreement between Air Midwest Inc.      Filed as Exhibit 10.32.5 to Form S-1,  
        and Mesa Airlines, Inc., dated July 26, 1990,    Registration No. 33-35556 effective December 6,  
        for Embraer Brasilia aircraft 120.193            1990, incorporated herein by reference 
      
10.23   Lease Agreement between McDonnell Douglas        Filed as Exhibit 10.32.6 to Form S-1,  
        Finance Corporation and Mesa Airlines, Inc.,     Registration No. 33-35556 effective December 6,  
        dated July 26, 1990, for Embraer Brasilia        1990, incorporated herein by reference 
        aircraft 120.193 
      
10.24   Sublease Agreement between Air Midwest Inc.      Filed as Exhibit 10.32.7 to Form S-1,  
        and Mesa Airlines, Inc., dated September 26,     Registration No. 33-35556 effective December 6,  
        1990, for Embraer Brasilia aircraft 120.203      1990, incorporated herein by reference 
      
10.25   Lease Agreement between McDonnell Douglas        Filed as Exhibit 10.32.8 to Form S-1,  
        Finance Corporation and Mesa Airlines, Inc.,     Registration No. 33-35556 effective December 6,  
        dated September 26, 1990, for Embraer            1990, incorporated herein by reference 
        Brasilia aircraft 120.203 
      
10.26   Agreement of Purchase and Sale of Assets         Filed as Exhibit 10.33 to Form S-1, Registration  
        between Aspen Airways, Inc. and Mesa             No. 33-35556 effective December 6, 1990,  
        Airlines, Inc., dated December 22, 1989, as      incorporated herein by reference 
        amended 
      
10.27   Expanded Partner Agreement between United Air    Filed as Exhibit 19.3 to Registrant's Form 10-Q  
        Lines, Inc., and Mesa Airlines, Inc., dated      for the quarterly period ended June 30, 1990,  
        February 15, 1990                                Commission File No. 0-15495, incorporated herein  
                                                         by reference 
      
10.28   Management Incentive Program                     Filed as Exhibit 10.40 to Form S-1, Registration  
                                                         No. 33-35556 effective December 6, 1990,  
                                                         incorporated herein by reference 
</TABLE>


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<PAGE>   6
<TABLE>
<CAPTION>
<S>     <C>                                              <C>
10.29   Form of Directors' and Officers'                 Filed as Exhibit 10.41 to Form S-1, Registration  
        Indemnification Agreement                        No. 33-35556 effective December 6, 1990,  
                                                         incorporated herein by reference 
      
10.31   Agreement Relating to the Settlement of          Filed as Exhibit 10.45 to Form S-1, Registration  
        Interline Accounts through Airlines Clearing     No. 33-35556 effective December 6, 1990,  
        House, Inc., between Airlines Clearing House,    incorporated herein by reference 
        Inc. and Mesa Airlines, Inc., dated September  
        2, 1981 
      
10.32   Agreement between Beech Aircraft Corporation     Filed as Exhibit 10.42 to Form 10-K for fiscal  
        and Mesa Airlines, Inc., dated September 18,     year ended September 30, 1991, Commission File  
        1991                                             No. 0-15495, incorporated herein by reference 
      
10.33   Agreement between USAir, Inc. and Air            Filed as Exhibit 10.43 to Form 10-K for fiscal  
        Midwest, Inc.                                    year ended September 30, 1991, Commission File  
                                                         No. 0-15495, incorporated herein by reference 
      
10.34   Agreement between USAir, Inc. and FloridaGulf    Filed as Exhibit 10.44 to Form 10-K for fiscal  
        Airlines, Inc.                                   year ended September 30, 1991, Commission File  
                                                         No. 0-15495, incorporated herein by reference 
      
10.35   Sublease agreement between Trans States          Filed as Exhibit 10.45 to Form 10-K for fiscal  
        Airlines, Inc. and Air Midwest, Inc.             year ended September 30, 1992, Commission File  
                                                         No. 0-15495, incorporated herein by reference 
      
10.36   Agreement for sale of assets to Express          Filed as Exhibit 10.46 to Form 10-K for fiscal  
        Airlines I, Inc. and Air Midwest, Inc.           year ended September 30, 1992, Commission File  
                                                         No. 0-15495, incorporated herein by reference 
      
10.37   Agreement between Beech Aircraft Corporation,    Filed as Exhibit 10.47 to Form 10-K for fiscal  
        Beech Acceptance Corporation, Inc. and Mesa      year ended September 30, 1992, Commission File  
        Airlines, Inc., dated August 21, 1992            No. 0-15495, incorporated herein by reference 
      
10.38   Agreement between America West Airlines, Inc.    Filed as Exhibit 10.48 to Form 10-K for fiscal  
        and Mesa Airlines, Inc.                          year ended September 30, 1992, Commission File  
                                                         No. 0-15495, incorporated herein by reference 
      
10.39   Agreement between United Air Lines, Inc. and     Filed as Exhibit 10.49 to Form 10-K for fiscal  
        WestAir Commuter Airlines, Inc. (WestAir)        year ended September 30, 1992, Commission File  
                                                         No. 0-15495, incorporated herein by reference 
      
10.40   Plan and Agreement to Merge between Mesa         Filed as Exhibit A to Form S-4 Registration No.  
        Airlines, Inc., Mesa Acquisition Corporation     33-45638, effective April 17, 1992, incorporated  
        and WestAir Holding, Inc., dated February 7,     herein by reference 
        1992. 
      
10.41   Certificate of Public Convenience and            Filed as Exhibit 10.1(a) to WestAir Holding,  
        Necessity for WestAir Commuter Airlines, Inc.    Inc.'s Registration Statement on Form S-1,  
                                                         Commission File No. 33-24316, incorporated  
                                                         herein by reference 
</TABLE>

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<TABLE>
<CAPTION>
<S>     <C>                                              <C>
10.42   Air Carrier Operating Certificate for WestAir    Filed as Exhibit 10. to WestAir Holding, Inc.'s  
                                                         Registration Statement on Form S-1, Commission  
                                                         File No. 33-24316, incorporated herein by  
                                                         reference 
      
10.43   Aircraft Purchase Agreement between              Filed as Exhibit 10.13 to WestAir Holding,  
        Embraer-Empresa Brasileira de Aeronautica        Inc.'s Registration Statement on Form S-1,  
        S.A. ("Embraer") and WestAir, dated January      Commission File No. 33-24316, incorporated  
        31, 1985 (No. 361-COI/85)                        herein by reference 
      
10.44   Aircraft Purchase Agreement between Embraer      Filed as Exhibit 10.14 to WestAir Holding,  
        and WestAir, dated January 31, 1985 (No.         Inc.'s Registration Statement on Form S-1,  
        362-COI/85)                                      Commission File No. 33-24316, incorporated  
                                                         herein by reference 
      
10.45   Aircraft Purchase Agreement between Embraer      Filed as Exhibit 10.15 to WestAir Holding,  
        and WestAir, dated October 29, 1987 (No.         Inc.'s Registration Statement on Form S-1,  
        111-COV/87), as amended by Letter of             Commission File No. 33-24316, incorporated  
        Agreement dated as of October 29,  1987 and a    herein by reference 
        Letter of Agreement dated as of June 13, 1988 
      
10.46   Original Agreement to Lease dated as of April    Filed as Exhibit 10.44 to WestAir Holding,  
        27, 1987 between NPA, Inc. ("NPA") and           Inc.'s Registration Statement on Form S-1,  
        British Aerospace, Inc. ("BAe") with a Letter    Commission File No. 33-24316, incorporated  
        to FG Holdings, Inc. ("FGH") dated March 11,     herein by reference 
        1988 and Amendment No. 1 to Agreement to  
        Lease dated as of March 3, 1988 between BAe  
        and FGH 
      
10.47   Side Letter Agreement to NPA from JACO dated     Filed as Exhibit 10.48 to WestAir Holding,  
        June 4, 1987                                     Inc.'s Registration Statement on Form S-1,  
                                                         Commission File No. 33-24316, incorporated  
                                                         herein by reference 
      
10.48   Employment Agreement dated as of September 1,    Filed as Exhibit 10.51(a) to WestAir Holding,  
        1988 between WestAir and Timothy P. Flynn        Inc.'s Registration Statement on Form S-1,  
                                                         Commission File No. 33-24316, incorporated  
                                                         herein by reference 
      
10.49   Employment Agreement dated as of September 1,    Filed as Exhibit 10.51(b) to WestAir Holding,  
        1988 between WestAir and Maurice J. Gallagher    Inc.'s Registration Statement on Form S-1,  
        Jr.                                              Commission File No. 33-24316, incorporated  
                                                         herein by reference 
      
10.50   Aviation Land and Building Lease and             Filed as Exhibit 10.164 to the Pre-effective  
        Agreement between City of Fresno, California     Amendment No. 1, filed October 19, 1988, to  
        and WestAir dated January 7, 1986                WestAir Holding, Inc.'s Registration Statement  
                                                         on Form S-1, Commission File No. 33-24316,  
                                                         incorporated herein by reference 
      
10.51   Airport Operating Permit between Airport         Filed as Exhibit 10.67 to WestAir Holding,  
        Commission of City and County of San             Inc.'s Registration Statement on Form S-1,  
        Francisco and WestAir                            Commission File No. 33-24316, incorporated  
                                                         herein by reference 
</TABLE>

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<TABLE>
<CAPTION>
<S>     <C>                                              <C>
10.52   Purchase Agreement No. 158-COV/88 between        Filed as Exhibit 10.73(a) to WestAir Holding,  
        Embraer and WestAir, dated as of October 28,     Inc.'s Amendment No. 1 to Form 8-K filed January  
        1988                                             25, 1989, Commission File No. 33-24316,  
                                                         incorporated herein by reference 
      
10.53   Letter Agreement (I) between Embraer and         Filed as Exhibit 10.73(b) to WestAir Holding,  
        WestAir                                          Inc.'s Form 8-K filed December 6, 1988,  
                                                         Commission File No. 33-24316, incorporated  
                                                         herein by reference 
      
10.54   Letter Agreement (II) between Embraer and        Filed as Exhibit 10.73(c) to WestAir Holding,  
        WestAir                                          Inc.'s Amendment No. 1 to Form 8-K filed January  
                                                         25, 1989, Commission File No. 33-24316,  
                                                         incorporated herein by reference 
      
10.55   Letter Agreement (III) between Embraer and       Filed as Exhibit 10.73(c) to WestAir Holding,  
        WestAir                                          Inc.'s Amendment No. 1 to Form 8-K filed January  
                                                         25, 1989, Commission File No. 33-24316,  
                                                         incorporated herein by reference 
      
10.56   Letter Agreement (IV) between Embraer and        Filed as Exhibit 10.73(b) to WestAir Holding,  
        WestAir                                          Inc.'s Form 8-K filed December 6, 1988,  
                                                         Commission File No. 33-24316, incorporated  
                                                         herein by reference 
      
10.57   Letter Agreement (V) between Embraer and         Filed as Exhibit 10.73(b) to WestAir Holding,  
        WestAir                                          Inc.'s Form 8-K filed December 6, 1988,  
                                                         Commission File No. 33-24316, incorporated  
                                                         herein by reference 
      
10.58   Promissory Note to Textron for spare parts as    Filed as Exhibit 10.80 to WestAir Holding,  
        executed by WestAir, dated December 30, 1988     Inc.'s Form 10-K dated December 31, 1988,  
                                                         Commission File No. 33-24316, incorporated  
                                                         herein by reference 
      
10.59   Agreement to lease Jetstream model 3101          Filed as Exhibit 2.1 to WestAir Holding, Inc.'s  
        aircraft and Jetstream model 3201 aircraft       Form 8-K filed June 8, 1989, Commission File No.  
        between BAe and WestAir, dated May 11, 1989      33-24316, incorporated herein by reference 
      
10.60   Amendment to Agreement to Lease dated May 11,    Filed as Exhibit 10.38 to WestAir Holding,  
        1989 between WestAir and BAe, dated February     Inc.'s Form 10-K for the year ended December 31,  
        15, 1990                                         1989, Commission File No. 33-24316, incorporated  
                                                         herein by reference 
      
10.61   Amended and Restated Stock Purchase              Filed as Exhibit 10.42(a) to WestAir Holding,  
        Agreement, dated September 30, 1991 among        Inc.'s Form 10-K for the year ended December 31,  
        WestAir Holding, Inc., WestAir Commuter          1991, Commission File No. 33-24316, incorporated  
        Airlines, Inc. and Atlantic Coast Airlines,      herein by reference 
        Inc., relating to the sale of the Atlantic  
        Coast division of WestAir Commuter Airlines,  
        Inc. 
</TABLE>


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<TABLE>
<CAPTION>
<S>      <C>                                              <C>
10.62    Operating Agreement, dated October 15, 1991,     Filed as Exhibit 10.42(b) to WestAir Holding,  
         between WestAir and Atlantic Coast Airlines,     Inc.'s Form 10-K for the year ended December 31,  
         relating to the operation of Atlantic Coast      1991, Commission File No. 33-24316, incorporated  
         Airlines, Inc. pending receipt by Atlantic       herein by reference 
         Coast Airlines, Inc. of governmental  
         licenses, certificates and authority 
      
10.63    Escrow Agreement, dated October 15, 1991,        Filed as Exhibit 10.42(c) to WestAir Holding,  
         between Atlantic Coast Airlines, Atlantic        Inc.'s Form 10-K for the year ended December 31,  
         Coast Airlines, Inc., British Aerospace,         1991, Commission File No. 33-24316, incorporated  
         Inc., Jet Acceptance Corporation, WestAir        herein by reference 
         Commuter Airlines, Inc., WestAir Holding,  
         Inc. and Daugherty, Bradford & Fowler,  
         relating to the deposit and distribution of  
         aircraft subleases, airport consents and  
         other material documents relating to  
         operations of the Atlantic Coast division 
      
10.64    Option Agreement, dated September 30, 1991,      Filed as Exhibit 10.42(d) to WestAir Holding,  
         between WestAir Holding, Inc. and Atlantic       Inc.'s Form 10-K for the year ended December 31,  
         Coast Airlines providing for the grant of        1991, Commission File No. 33-24316, incorporated  
         options to purchase up to 10 Embraer model       herein by reference 
         EMB-120 Brasilia aircraft 
      
10.65    Agreement of Purchase and Sales of Assets by     Filed as Exhibit 10.90 to Mesa Airlines, Inc.  
         and among Crown Airways, Inc., Phillip R.        Form 10-K for the year ended September 30, 1994,  
         Burnaman, A. J. Beiga and Mesa Airlines,         Commission File No. 0-15495 
         Inc., dated as of December 16, 1993 
      
10.66    Supplemental Agreement  No. 9/03/94              Filed as Exhibit 10.66 to Mesa Airlines, Inc.  
         Beechcraft 1900 D Airliner Acquisition Master    Form 10-K for the year ended September 30, 1994,  
         Agreement between Mesa Airlines, Inc., Beech     Commission File No. 0-15495 
         Aircraft Corporation and Beech Acceptance  
         Corporation, Inc., dated as of September 23,  
         1994 
      
10.67    Form of Lease Agreement between Beech            Filed as Exhibit 10.67 to Mesa Airlines, Inc.  
         Acceptance Corporation, Inc. and Mesa            Form 10-K for the year ended September 30, 1994,  
         Airlines, Inc.,  negotiated September 30,        Commission File No. 0-15495 
         1994 for all prospective 1900 D Airliner   
         leases. 
      
10.68    Asset Purchase Agreement dated July 29, 1994     Filed as Exhibit 10.68 to Mesa Airlines, Inc.  
         among Pennsylvania Commuter Airlines, Inc.,      Form 10-K for the year ended September 30, 1994,  
         dba Allegheny Commuter Airlines, USAir           Commission File No. 0-15495 
         Leasing and Services, Inc., and Mesa  
         Airlines, Inc. 
      
10.69    Letter Agreement in Principle dated as of        Filed as Exhibit 10.69 to Mesa Airlines, Inc.  
         October 16, 1994 among Air Wisconsin, Inc.,      Form 10-K for the year ended September 30, 1994,  
         United Air Lines Inc. and Mesa Airlines, Inc.    Commission File No. 0-15495 
         (Certain portions deleted pursuant to request  
         for confidential treatment)  (Referred to  
         erroneously as Exhibit 10.94 in letter asking  
         for confidential treatment to Securities and  
         Exchange Commission dated 12-23-94 from  
         Chapman & Cutler) 
</TABLE>
                                     -9-
<PAGE>   10
<TABLE>
<CAPTION>
<S>      <C>                                              <C>
10.70    Subscription Agreement between AmWest            Filed as Exhibit 10.70 to Mesa Airlines, Inc.  
         Partners, L.P. and Mesa Airlines, Inc. dated     Form 10-K for the year ended September 30, 1994,  
         as of June 28, 1994                              Commission File No. 0-15495 
      
10.71    Omnibus Agreement                                Filed as Exhibit 10.71 to Mesa Air Group, Inc.  
                                                          Form 10-Q for the quarter ended December 31,  
                                                          1994, Commission File No. 0-15495 
      
10.72    Aircraft Purchase and Sale Agreement             Filed as Exhibit 10.72 to Mesa Air Group, Inc.  
                                                          Form 10-Q for the quarter ended December 31,  
                                                          1994, Commission File No. 0-15495 
      
10.73    Expendable and Rotable Spare Parts and Sale      Filed as Exhibit 10.73 to Mesa Air Group, Inc.  
         Agreement                                        Form 10-Q for the quarter ended December 31,  
                                                          1994, Commission File No. 0-15495 
      
10.74    United Express Agreement Amendment               Filed as Exhibit 10.74 to Mesa Air Group, Inc.  
                                                          Form 10-Q for the quarter ended December 31,  
                                                          1994, Commission File No. 0-15495 
      
10.75    Side Letter Agreement                            Filed as Exhibit 10.75 to Mesa Air Group, Inc.  
                                                          Form 10-Q for the quarter ended December 31,  
                                                          1994, Commission File No. 0-15495 
      
10.76    First Amendment to Omnibus Agreement             Filed as Exhibit 10.76 to Mesa Air Group, Inc.  
                                                          Form 10-Q for the quarter ended December 31,  
                                                          1994, Commission File No. 0-15495 
      
10.77    Operating Lease Agreement                        Filed as Exhibit 10.77 to Mesa Air Group, Inc.  
                                                          Form 10-Q for the quarter ended December 31,  
                                                          1994, Commission File No. 0-15495 
      
10.78    Item 3. Legal Proceedings - Form 10-K dated      Filed as Exhibit 10.78 to Mesa Air Group, Inc.  
         September 30, 1994                               Form 10-Q for the quarter ended December 31,  
                                                          1994, Commission File No. 0-15495 
      
10.79    Purchase Agreement B95-7701-PA-200 between       Filed as Exhibit 10.79 to Mesa Air Group, Inc.  
         Bombardier, Inc. and Mesa Airlines, Inc.         Form 10-Q for the quarter ended March 31, 1995,  
                                                          Commission File No. 0-15495 
         
10.80    Purchase Agreement Amendment No. 5 and 6 to      Filed herewith. This Exhibit is the subject of a 
         Aircraft Purchase Agreement between Embraer      confidential treatment request and certain confidential 
         Aircraft Corporation and WestAir Holding,        portions have been omitted as indicated by the bracketed 
         Inc.                                             language [CONFIDENTIAL PORTION DELETED] and filed separately 
                                                          with the Securities and Exchange Commission.
          
21.1     Subsidiaries list of Mesa Air Group, Inc.        Filed herewith 
      
23.1     Independent Auditors' Consent of KPMG Peat  
         Marwick LLP dated as of December 12, 1995        Filed herewith 
</TABLE>


                                     -10-
<PAGE>   11
                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 on Form 10-K/A
to be signed on its behalf by the undersigned, thereunto duly authorized.


                             MESA AIRLINES, INC.


                             By:  /s/ W. Stephen Jackson  
                                ---------------------------------
                                      W. Stephen Jackson 
                                      Chief Financial Officer, Treasurer, 
                                      and Vice President of Finance 


Dated: August 2, 1996
      ---------------







                                     -11-


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