FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
( X ) QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to _________
Commission file number 0-18653
COMAIR HOLDINGS, INC
____________________
Incorporated under the laws of Kentucky 31-1243613
(I.R.S. Employer ID No.)
P.O. Box 75021
Cincinnati, Ohio 45275
(606) 767-2550
Indicate by a check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) or 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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at November 8, 1995
_____ _______________________________
Common stock, no par value 29,611,208
<PAGE>
COMAIR HOLDINGS, INC.
INDEX
PAGE NOS.
_________
PART I. Financial Information -
Consolidated Balance Sheets - September 30, 1995
and March 31, 1995 .................................. 3 - 4
Consolidated Statements of Income -
Three months ended September 30, 1995 and 1994 .......... 5
Consolidated Statements of Income -
Six months ended September 30, 1995 and 1994............. 6
Consolidated Statements of Cash Flows -
Six months ended September 30, 1995 and 1994............. 7
Notes to Consolidated Financial Statements................. 8
Management's Discussion and Analysis of Financial
Condition and Results of Operations ................... 9 - 13
PART II. Other Information
Item 4. Submission of Matters to a Vote of
Security Holders................................ 14
SIGNATURE.................................................. 15
<PAGE>
COMAIR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 1995 AND MARCH 31, 1995 (UNAUDITED)
ASSETS SEPT. 30, 1995 MARCH 31, 1995
______ ______________ ______________
Current assets:
Cash and cash equivalents $108,323,865 $ 46,628,897
Marketable securities
available-for-sale 23,487,565 37,448,919
____________ ____________
$131,811,430 $ 84,077,816
Accounts receivable 5,770,219 9,505,082
Inventory of expendable parts 14,143,138 13,259,183
Future tax benefits 6,437,738 5,947,267
Prepaid expenses 5,493,245 7,704,589
____________ ____________
Total current assets $163,655,770 $120,493,937
____________ ____________
Property and equipment, at cost:
Flight equipment $249,804,378 $244,018,322
Maintenance, operations and
office facilities 9,120,198 9,120,198
Other property and equipment 36,552,067 34,826,544
____________ ____________
$295,476,643 $287,965,064
Less accumulated depreciation and
amortization 88,918,182 79,694,318
Less reserve for engine overhauls and
purchase incentives 7,227,310 7,508,035
____________ ____________
$199,331,151 $200,762,711
Construction in progress 846,611 379,963
Advance payments and deposits
for aircraft 20,038,357 20,274,844
____________ ____________
Net property and equipment $220,216,119 $221,417,518
____________ ____________
Other assets and deferred costs $ 5,221,701 $ 5,110,506
____________ ____________
$389,093,590 $347,021,961
____________ ____________
____________ ____________
<PAGE>
COMAIR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 1995 AND MARCH 31, 1995 (UNAUDITED)
LIABILITIES AND SHAREHOLDERS' EQUITY SEPT. 30,1995 MARCH 31, 1995
____________________________________ _____________ ______________
Current liabilities:
Current installments of long-term
obligations $ 10,244,483 $ 11,470,888
Accounts payable 29,635,760 24,289,851
Interline payable and
deferred revenue 5,117,659 5,066,639
Accrued lease expense 18,499,765 15,625,524
Accrued wages 4,803,611 4,279,584
Accrued expenses 11,095,580 8,899,114
Accrued taxes 10,260,154 9,138,170
____________ ____________
Total current liabilities $ 89,657,012 $ 78,769,770
____________ ____________
Long-term obligations $ 75,470,383 $ 79,906,236
____________ ____________
Deferred income taxes $ 34,564,814 $ 28,155,814
____________ ____________
Other liabilities and deferred credits $ 4,124,731 $ 3,426,722
____________ ____________
Shareholders' equity:
Common stock, no par value,
100,000,000 shares authorized,
29,601,486 and 19,538,738 issued
and outstanding, respectively $ 48,349,915 $ 47,166,553
Preferred stock, no par value,
1,000,000 shares authorized, none
issued or outstanding - -
Net unrealized gain on marketable
securities available-for-sale 5,367 173,388
Retained earnings 136,921,368 109,423,478
____________ ____________
Total shareholders' equity $185,276,650 $156,763,419
____________ ____________
$389,093,590 $347,021,961
____________ ____________
____________ ____________
<PAGE>
COMAIR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (UNAUDITED)
1995 1994
____________ ____________
OPERATING REVENUES:
Passenger $106,574,310 $ 86,059,929
Cargo and other 1,302,690 961,425
Non-airline operations 3,384,882 2,957,705
____________ ____________
Total operating revenues $111,261,882 $ 89,979,059
____________ ____________
OPERATING EXPENSES:
Salaries and related costs $ 21,472,733 $ 17,893,897
Aircraft fuel 9,179,549 8,106,229
Maintenance materials and repairs 9,753,114 7,911,130
Aircraft rent 13,837,524 13,984,583
Other rent and landing fees 4,214,176 3,719,954
Passenger commissions 8,542,753 7,920,260
Other operating expenses 13,523,589 11,081,115
Depreciation and amortization 5,104,850 4,352,666
Non-airline direct costs 2,636,539 2,312,066
____________ ____________
Total operating expenses $ 88,264,827 $ 77,281,900
____________ ____________
Operating income $ 22,997,055 $ 12,697,159
____________ ____________
NONOPERATING INCOME (EXPENSE):
Investment income $ 1,381,878 $ 887,988
Interest expense (1,281,786) (327,572)
____________ ____________
Total nonoperating (expense)
income, net $ 100,092 $ 560,416
____________ ____________
Income before income taxes $ 23,097,147 $ 13,257,575
Income taxes 9,009,000 5,170,000
____________ ____________
Net income $ 14,088,147 $ 8,087,575
____________ ____________
____________ ____________
Weighted average number
of shares outstanding 29,518,669 30,326,388
____________ ____________
____________ ____________
Net income per share $ .48 $ .27
____________ ____________
____________ ____________
Dividends paid per share $ .053 $ .040
____________ ____________
____________ ____________
<PAGE>
COMAIR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (UNAUDITED)
1995 1994
____________ ____________
OPERATING REVENUES:
Passenger $217,685,194 $170,488,915
Cargo and other 2,393,686 1,826,285
Non-airline operations 6,576,988 5,529,308
____________ ____________
Total operating revenues $226,655,868 $177,844,508
____________ ____________
OPERATING EXPENSES:
Salaries and related costs $ 42,747,056 $ 35,244,952
Aircraft fuel 17,551,748 15,243,262
Maintenance materials and repairs 19,847,546 15,613,196
Aircraft rent 27,703,320 26,873,657
Other rent and landing fees 8,418,296 7,290,913
Passenger commissions 19,376,763 15,900,454
Other operating expenses 26,408,526 20,927,014
Depreciation and amortization 10,234,562 8,509,220
Non-airline direct costs 5,158,407 4,588,327
____________ ____________
Total operating expenses $177,446,224 $150,190,995
____________ ____________
Operating income $ 49,209,644 $ 27,653,513
____________ ____________
NONOPERATING INCOME (EXPENSE):
Investment income $ 3,629,772 $ 1,826,142
Interest expense (2,589,750) (542,925)
____________ ____________
Total nonoperating (expense)
income, net $ 1,040,022 $ 1,283,217
____________ ____________
Income before income taxes $ 50,249,666 $ 28,936,730
Income taxes 19,599,000 11,442,000
____________ ____________
Net income $ 30,650,666 $ 17,494,730
____________ ____________
____________ ____________
Weighted average number
of shares outstanding 29,410,223 31,078,598
____________ ____________
____________ ____________
Net income per share $ 1.04 $ .56
____________ ____________
____________ ____________
Dividends paid per share $ .107 $ .080
____________ ____________
____________ ____________
<PAGE>
COMAIR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (UNAUDITED)
1995 1994
_____________ _____________
Cash Flows From Operating Activities:
Net income $ 30,650,666 $ 17,494,730
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 10,234,562 8,509,220
Amortization and accrual of overhaul
expenses 6,205,540 5,364,802
Deferred income tax provision 5,918,529 2,766,227
Other, net (110,402) (432,984)
Changes in operating assets and liabilities:
Decrease (increase) in
accounts receivable 3,734,863 2,194,135
Decrease (increase) in inventory of
expendable parts (883,955) (930,807)
Decrease (increase) in other
current assets 2,211,344 390,726
Increase (decrease) in accounts payable 5,345,909 (2,148,007)
Increase (decrease) in other current
liabilities 6,767,738 (2,334,931)
_____________ _____________
Net cash provided by operating
activities $ 70,074,794 $ 30,873,111
_____________ ____________
Cash Flows From Investing Activities:
Additions to property and equipment $ (14,355,851) $(65,066,335)
Return of advance payments and deposits - 500,000
Purchases and maturities of marketable
securities 7,134,393 17,273,885
Proceeds from sale of available-for-sale
marketable securities 6,658,940 -
Deferred costs - (936,538)
Other, net (185,636) 94,130
_____________ ____________
Net cash used in investing
activities $ (748,154) $(48,134,858)
_____________ ____________
Cash Flows From Financing Activities:
Issuance of common stock $ 1,566,425 $ 271,153
Repurchase of common stock (383,063) (24,706,825)
Payments of cash dividends and
repurchase of fractional shares (3,152,776) (2,504,343)
Proceeds from long-term obligations - 39,336,229
Repayments of long-term obligations (5,662,258) (3,540,950)
_____________ ____________
Net cash (used in) provided by
financing activities $ (7,631,672) $ 8,855,264
_____________ ____________
Net increase (decrease) in cash and cash
equivalents $ 61,694,968 $ (8,406,483)
_____________ ____________
Cash and cash equivalents at
beginning of period $ 46,628,897 $ 52,650,672
_____________ ____________
Cash and cash equivalents at
end of period $ 108,323,865 $ 44,244,189
_____________ ____________
_____________ ____________
Cash paid during the period for interest $ 3,104,602 $ 834,291
_____________ ____________
_____________ ____________
Cash paid during the period for income taxes $ 12,703,284 $ 8,845,981
_____________ ____________
_____________ ____________
<PAGE>
COMAIR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements included herein have been prepared by
the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. These statements reflect all
adjustments which are, in the opinion of management, necessary for a fair
presentation of the results for the interim periods presented. Certain
information in footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles has been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the following disclosures
are adequate to make the information presented not misleading. It is
suggested that these consolidated financial statements be read in
conjunction with the financial statements and the notes thereto included in
the Company's latest annual report on Form 10-K.
NOTE 1: The accounts of Comair Holdings, Inc. and its wholly-owned
subsidiaries (the Company) have been consolidated in the
accompanying financial statements. Upon consolidation, all
material intercompany accounts, transactions and profits have
been eliminated. The Company considers the transportation of
passengers and freight in scheduled airline service by its major
subsidiary, COMAIR, Inc., to be its predominant industry segment.
The Company's stock is traded in the Nasdaq/National Market
System under the symbol COMR.
NOTE 2: Results of operations for the interim periods are not necessarily
indicative of results to be expected for the year.
NOTE 3: On July 18, 1995, the Board of Directors approved a 3-for-2 split
in the common stock of Comair Holdings, Inc. The common stock
split was payable August 10, 1995 to shareholders of record on
July 28, 1995. All share and per share financial information
contained in the accompanying financial statements gives effect
to the stock split.
At that same meeting, the Board of Directors approved a quarterly
cash dividend of $.08 per share prior to giving effect to the 3-
for-2 stock split (.053 adjusted for the split). The dividend
was payable on August 10, 1995 to shareholders of record on July
28, 1995.
<PAGE>
COMAIR HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
_____________________
COMAIR, Inc. (COMAIR) is the principal subsidiary of Comair Holdings,
Inc. (with its subsidiaries, the Company), accounting for 97% of the second
quarter operating revenues and expenses. Although the following discussion
and analysis entails various aspects of the Company's financial
performance, many of the factors that affect year-to-year comparisons
relate solely to COMAIR.
COMAIR's market area, strong financial position and strong cost
control efforts have helped lessen the effect on the Company of airline
industry over-capacity and resulting low fares when compared to many others
in the airline industry. However, the Company cannot accurately predict
the long-term impact of the pricing actions of competitors on its future
results of operations. Inflation and changing prices have not had a
material effect on the Company's operations because revenues and expenses
generally reflect current price levels. However, changes in the financial
condition of other airlines and the increased competition from low fare
carriers could impact the Company's ability to recoup future cost increases
through higher fares.
Effective April 1, 1995, Delta Air Lines, Inc. (Delta) increased
certain fees paid by the Company to Delta related to the Delta Connection
program. The Company and Delta also made changes in aircraft deployment in
the Cincinnati/Northern Kentucky and the Orlando hubs starting on May 1,
1995. In addition, the Company and Delta announced on August 3, 1995 more
changes in aircraft deployment in the Cincinnati/Northern Kentucky hub
effective December 1, 1995. The Company believes these aircraft deployment
changes should positively impact future operating results. Also, during
the fourth quarter of fiscal 1995, most airlines instituted a commission
cap on travel agency commissions for domestic fares over a certain base
fare amount. The Company believes that the effect of the increases in
certain fees paid to Delta, the reduction in passenger commission expense
from the commission cap and the changes in aircraft deployment will, when
combined, have a positive impact on future operating results. However,
there can be no assurance that the expected favorable impact on operating
income from the change in aircraft deployment and the commission cap will
fully offset the increased fees.
For the second quarter of fiscal 1996, the Company reported operating
revenues of $111.3 million, up 24% from the $90.0 million reported in the
second quarter of fiscal 1995. Operating income, net income and net income
per share for the second quarter of fiscal 1996 all increased significantly
when compared with the results reported in the second quarter of fiscal
1995. Operating income for the quarter rose 81% to $23.0 million from
$12.7 million. Net income increased 74% to $14.1 million from $8.1
million, while earnings per share increased 78% from $.27 per share to $.48
per share. The increase in earnings is largely the result of higher
passenger enplanements in many of the jet markets and a slightly higher
yield per passenger mile.
In the second quarter of fiscal 1996, revenue passenger miles (RPMs)
increased 21.4% when compared with last year's second quarter. Capacity
(ASMs) grew 15.5% with the acquisition of eight 50-passenger Canadair Jet
aircraft since the second quarter of fiscal 1995. Since July 1994, three
Saabs and two Metros have been returned to lessors.
<PAGE>
COMAIR HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
CAPACITY AND TRAFFIC ANALYSIS
QUARTER ENDED SIX MONTHS ENDED
____________________ ___________________
09/30/95 09/30/94 09/30/95 09/30/94
________ ________ ________ ________
Passengers 997,796 866,696 1,971,306 1,710,595
ASMs (000s) 589,189 509,984 1,156,679 983,475
RPMs (000s) 316,475 260,722 618,174 502,807
Load factor 53.7% 51.1% 53.4% 51.1%
Breakeven load factor 42.6% 43.5% 41.7% 42.8%
Yield (cents) 33.7 33.0 35.2 33.9
Cost per ASM (cents) 14.4 14.6 14.8 14.7
The following tables show the expense categories for COMAIR for the
second quarter and the first six months of the last two fiscal years.
EXPENSE CATEGORIES
QTR Ended Cents QTR Ended Cents
09/30/95 per ASM 09/30/94 per ASM
________ _______ _________ _______
Salaries and Related Costs $21,472,733 3.6 $17,893,897 3.5
Aircraft Fuel 9,179,549 1.6 8,106,229 1.6
Maintenance Materials
and Repairs 9,753,114 1.7 7,911,130 1.6
Aircraft Rent 13,837,524 2.3 13,984,583 2.7
Other Rent and Landing
Fees 4,214,176 0.7 3,719,954 0.7
Passenger Commissions 8,542,753 1.4 7,920,260 1.6
Other Operating Expenses 13,444,371 2.3 11,022,022 2.1
Depreciation and
Amortization 4,614,309 0.8 3,904,007 0.8
___________ ____ ___________ ____
$85,058,529 14.4 $74,462,082 14.6
___________ ____ ___________ ____
___________ ____ ___________ ____
6 Mo. Ended Cents 6 Mos. Ended Cents
09/30/95 per ASM 09/30/94 per ASM
___________ _______ ____________ ______
Salaries and Related Costs $ 42,747,056 3.7 $ 35,244,952 3.6
Aircraft Fuel 17,551,748 1.5 15,243,262 1.5
Maintenance Materials
and Repairs 19,847,546 1.7 15,613,196 1.6
Aircraft Rent 27,703,320 2.4 26,873,657 2.7
Other Rent and Landing
Fees 8,418,296 0.7 7,290,913 0.8
Passenger Commissions 19,376,763 1.7 15,900,454 1.6
Other Operating Expenses 26,280,566 2.3 20,833,152 2.1
Depreciation and
Amortization 9,283,193 0.8 7,594,549 0.8
____________ _____ ____________ ____
$171,208,488 14.8 $144,594,135 14.7
____________ _____ ____________ ____
____________ _____ ____________ ____
<PAGE>
COMAIR HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Salaries and related costs have risen from the second quarter of
fiscal 1995 as a result of the additional personnel to support the new
Canadair Jet service. Expenses related to the incentive compensation plans
were also higher due to the increased earnings.
Aircraft fuel price per gallon for the second quarter of fiscal 1996
was slightly lower than in the second quarter of last year. Total
aircraft fuel costs increased due to the addition of the new Canadair Jets.
Maintenance materials and repair costs increased on a unit cost basis.
The higher cents per ASM is related to the increased number of engine
overhauls and repairs, primarily in the Brasilia fleet.
Aircraft rent expense decreased slightly as the savings from five
aircraft being returned to lessors since the second quarter of fiscal 1995
accompanied with the extension of five aircraft leases in June 1995 at a
lower monthly rate more than offset the additional lease costs of the new
Canadair Jets added in the last year. These reductions in lease expense as
well as the purchase of five Canadair Jets during the second and third
quarters of fiscal 1995 caused this expense to decrease on a unit cost
basis.
Travel agency and credit card commissions have increased as a result
of higher passenger revenues. The lower cents per ASM is related to
receiving the initial benefits of the commission cap that was instituted
by many airlines in the fourth quarter of fiscal 1995.
Other operating expenses increased due to the growth in traffic, the
costs associated with the new Canadair Jet service and increased fees
charged by Delta in relation to the Delta Connection Program.
Depreciation and amortization increased as the result of the purchase
of five Canadair Jets during the second and third quarters of fiscal 1995.
Investment income in the second quarter of fiscal 1996 was higher than
last year's second quarter due to a higher cash and cash equivalents
balance.
Interest expense increased as a result of the purchase of the five
Canadair Jets previously mentioned.
The Company's effective tax rate, which includes federal, state and
local taxes, approximated the statutory rate in the second quarter of
fiscal 1996.
The Omnibus Budget Reconciliation Act of 1993 imposed a 4.3 cents per
gallon transportation tax on fuel used in domestic commercial
transportation. This tax became effective October 1, 1995 and is expected
to increase the Company's annual operating expenses by approximately $2.5
million.
<PAGE>
COMAIR HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
LIQUIDITY AND CAPITAL RESOURCES
_______________________________
In the first six months of fiscal 1996, the Company generated cash
from operating activities of $70.1 million. The Company repaid long-term
obligations of $5.7 million and paid cash dividends of $3.2 million. Total
working capital increased to $74.0 million from $41.7 million at March 31,
1995, while the current ratio increased to 1.83. The Company's long-term
debt to equity position was 29% debt, 71% equity at September 30, 1995, as
compared to 34% debt, 66% equity at March 31, 1995.
In fiscal 1995, the Board of Directors authorized the Company to
repurchase up to 6.2 million shares of common stock from time to time as
market conditions dictate. The Company has purchased 3.0 million shares of
this authorization, including 27,825 shares for approximately $383,000 in
the first six months of fiscal 1996.
On August 8, 1995, the Board of Directors announced its intent to
increase the regular quarterly cash dividends to $.07 per share. At the
new rate, the cash dividend reflects a 31% increase over the prior rate of
$.053 per share. The first such dividend will be paid November 10, 1995 to
shareholders of record November 1, 1995.
In September 1994, the Company opened the new 100,000 square foot
Flight Center at the Cincinnati/Northern Kentucky International Airport and
initiated its lease with the airport.
COMAIR acquired six new generation, 50-passenger Canadair Jet aircraft
during the first six months of fiscal 1996, bringing the total Canadair Jet
fleet to 26. The manufacturer has guaranteed COMAIR the right to return 20
of these aircraft after seven years with no cost to COMAIR other than
normal and customary return provisions related to the condition of the
aircraft.
In November 1995, COMAIR announced that it had completed an agreement
with the manufacturer for 15 Canadair Jet aircraft, valued at approximately
$255 million including support equipment and estimated escalation. These
15 aircraft will be delivered in fiscal 1997. COMAIR also has options for
25 additional jet aircraft valued at approximately $450 million, including
support equipment and estimated escalation, which could be available for
delivery in fiscal 1997 through fiscal 1999.
<PAGE>
COMAIR HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
The Company expects to finance the aircraft described above through a
combination of working capital and lease, equity and debt financing,
utilizing manufacturers' assistance and government guarantees to the extent
possible. The Company believes that financing will be available at
acceptable rates. In fiscal 1996, additional capital for repayment of
long-term obligations, planned dividend payments and other capital
expenditures are expected to be provided by operations.
The Company has a $5 million bank line of credit at prime. The line
of credit has not been used since 1985.
<PAGE>
COMAIR HOLDINGS, INC. AND SUBSIDIARIES
PART II
Item 4. Submission of Matters to a Vote of Security Holders
___________________________________________________
At the Company's Annual Meeting of Shareholders held on August 8, 1995, the
following actions were taken by shareholders:
4.1. All persons nominated as Class A Directors were elected with the
votes for each person being:
Shares
Against or Shares
Name Shares For Withheld Abstained
______________________ ______________ ______________ ___________
Robert H. Castellini 17,309,488 6,278 0
Christopher J. Murphy 17,312,131 3,635 0
Gerald L. Wolken 17,304,550 11,216 0
4.2 The selection of Arthur Andersen LLP as independent public
accountants for fiscal year 1996 was ratified by the following vote:
Shares For Shares Against Shares Abstained
______________________ ______________________ _____________________
17,251,499 19,706 44,561
No broker non-votes were recorded at the meeting.
<PAGE>
COMAIR HOLDINGS, INC. AND SUBSIDIARIES
SIGNATURE
_________
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COMAIR HOLDINGS, INC.
November 9, 1995 BY:/s/Randy D. Rademacher
__________________________
Randy D. Rademacher
Senior Vice President Finance
Chief Financial Officer
<TABLE> <S> <C>
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<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 108,323,865
<SECURITIES> 23,487,565
<RECEIVABLES> 5,770,219
<ALLOWANCES> 0
<INVENTORY> 14,143,138
<CURRENT-ASSETS> 163,655,770
<PP&E> 295,476,643
<DEPRECIATION> 88,918,182
<TOTAL-ASSETS> 389,093,590
<CURRENT-LIABILITIES> 89,657,012
<BONDS> 0
<COMMON> 48,349,915
0
0
<OTHER-SE> 136,926,735
<TOTAL-LIABILITY-AND-EQUITY> 389,093,590
<SALES> 0
<TOTAL-REVENUES> 226,655,868
<CGS> 0
<TOTAL-COSTS> 177,446,224
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<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,589,750
<INCOME-PRETAX> 50,249,666
<INCOME-TAX> 19,599,000
<INCOME-CONTINUING> 0
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<EPS-PRIMARY> 1.04
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