COMAIR HOLDINGS INC
10-Q, 1996-02-12
AIR TRANSPORTATION, SCHEDULED
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<PAGE>



                                 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 December 31, 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 February 8, 1996
Common stock, no par value                   29,623,974

<PAGE>

                           COMAIR HOLDINGS, INC.
                                   INDEX

                                                               
                                                       PAGE NOS.

    
PART I.   Financial Information - 


 Consolidated Balance Sheets - December 31, 1995 
   and March 31, 1995 .................................... 3 - 4

 Consolidated Statements of Income -
   Three months ended December 31, 1995 and 1994.............. 5

 Consolidated Statements of Income -
   Nine months ended December 31, 1995 and 1994............... 6
 Consolidated Statements of Cash Flows -
   Nine months ended December 31, 1995 and 1994............... 7

 Notes to Consolidated Financial Statements .................. 8

 Management's Discussion and Analysis of Financial
   Condition and Results of Operations .................. 9 - 13

SIGNATURE ................................................... 14


<PAGE>


                COMAIR HOLDINGS, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS
        AS OF DECEMBER 31, 1995 AND MARCH 31, 1995 (UNAUDITED)


ASSETS                        DEC 31, 1995        MARCH 31, 1995

Current assets:
   Cash and cash equivalents  $114,441,773        $46,628,897 
   Marketable securities 
      available-for-sale        31,257,556         37,448,919 
                              ____________        ___________
                              $145,699,329        $ 84,077,816 

   Accounts receivable           4,401,295           9,505,082 
   Inventory of expendable
     parts                      14,431,331          13,259,183 
   Future tax benefits           6,794,381           5,947,267 
   Prepaid expenses              4,548,581           7,704,589
                              ____________        ____________

       Total current assets   $175,874,917        $120,493,937
                              ____________        ____________

Property and equipment, at cost:

   Flight equipment           $257,493,202        $244,018,322 
   Maintenance, operations and
      office facilities          9,120,198           9,120,198 
   Other property and equipment 37,204,496          34,826,544
                              ____________        ____________
                              $303,817,896        $287,965,064 

   Less accumulated deprecia-
     tion and amortization      92,697,707          79,694,318 
   Less reserve for engine
     overhauls and purchase 
     incentives                  6,860,211           7,508,035
                              ____________        ____________

                              $204,259,978        $200,762,711 
   Construction in progress        465,591             379,963 
   Advance payments and deposits
      for aircraft              20,035,224          20,274,844
                              ____________        ____________

       Net property and
       equipment              $224,760,793        $221,417,518
                              ____________        ____________

Other assets and 
deferred costs                $  4,530,341        $  5,110,506
                              ____________        ____________

                              $405,166,051        $347,021,961
                              ____________        ____________
                              ____________        ____________

<PAGE>


                COMAIR HOLDINGS, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS

        AS OF DECEMBER 31, 1995 AND MARCH 31, 1995 (UNAUDITED)


  LIABILITIES AND             DEC. 31, 1995       MARCH 31, 1995
SHAREHOLDERS' EQUITY

Current liabilities:
   Current installments of
   long-term obligations      $  9,763,147        $ 11,470,888 
   Accounts payable             31,112,004          24,289,851 
   Interline payable and 
   deferred revenue              5,516,342           5,066,639 
   Accrued lease expense        21,184,347          15,625,524 
   Accrued wages                 5,138,863           4,279,584 
   Accrued expenses             12,145,404           8,899,114 
   Accrued taxes                11,426,518           9,138,170
                              ____________        ____________

   Total current liabilities  $ 96,286,625        $ 78,769,770
                              ____________        ____________

Long-term obligations         $ 73,128,059        $ 79,906,236
                              ____________        _____________

Deferred income taxes         $ 35,219,814        $ 28,155,814
                              ____________        ____________

Other liabilities and
deferred credits              $  4,120,412        $  3,426,722
                              ____________        ____________
 
Shareholders' equity:
  Common stock, no par value,
    100,000,000 shares
    authorized, 29,623,974 
    and 19,538,738 issued
    and outstanding, 
    respectively              $ 48,539,634        $ 47,166,553 
  Preferred stock, no par value,
    1,000,000 shares authorized,
    none issued or outstanding      -                   -
  Net unrealized gain/(loss)
    on marketable securities
    available-for-sale             (99,825)            173,388
   Retained earnings           147,971,332         109,423,478
                              ____________        ____________
 Total shareholders' equity   $196,411,141        $156,763,419
                              ____________        ____________

                              $405,166,051        $347,021,961
                              ____________        ____________
                              ____________        ____________

<PAGE>

              COMAIR HOLDINGS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994 (UNAUDITED)


                                   1995                1994   

OPERATING REVENUES:
  Passenger                   $107,722,359        $ 86,239,311 
  Cargo and other                  988,596           1,014,275 
  Non-airline operations         3,982,570           2,806,437
                              ____________        ____________

    Total operating revenues  $112,693,525        $ 90,060,023
                              ____________        ____________

OPERATING EXPENSES:
  Salaries and related costs  $ 21,122,254        $ 18,553,566 
  Aircraft fuel                 10,048,767           8,554,100 
  Maintenance materials and 
    repairs                     10,475,459           8,083,598 
  Aircraft rent                 14,470,743          13,553,341 
  Other rent and landing fees    3,540,569           3,104,590 
  Passenger commissions          9,276,849           8,456,635 
  Other operating expenses      14,336,905          10,834,358 
  Depreciation and 
    amortization                 5,272,036           5,277,969 
  Non-airline direct costs       2,998,305           2,446,582
                              ____________        ____________

    Total operating expenses  $ 91,541,887        $ 78,864,739
                              ____________        ____________
    Operating income          $ 21,151,638        $ 11,195,284
                              ____________        ____________

NONOPERATING INCOME (EXPENSE):
  Investment income           $  1,517,020        $    916,133 
  Interest expense              (1,153,882)           (985,707)
                              _____________       _____________

    Total nonoperating
    (expense) income, net     $    363,138        $    (69,574)
                              ____________        _____________
 
    Income before income
    taxes                     $ 21,514,776        $ 11,125,710 

Income taxes                     8,392,000           4,339,000
                              ____________        _____________

    Net income                $ 13,122,776        $  6,786,710
                              ____________        ____________
                              ____________        ____________
Weighted average number
   of shares outstanding        29,614,309          30,006,806
                              ____________        ____________
                              ____________        ____________

Net income per share          $       0.44        $       0.23
                              ____________        ____________
                              ____________        ____________

Dividends paid per share      $       .070        $      0.053
                              ____________        ____________
                              ____________        ____________

<PAGE>

              COMAIR HOLDINGS, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF INCOME

 FOR THE NINE MONTHS ENDED DECEMBER 31, 1995 AND 1994 (UNAUDITED)

                                   1995                1994   
OPERATING REVENUES:
  Passenger                   $325,407,553        $256,728,226 
  Cargo and other                3,382,281           2,840,560 
  Non-airline operations        10,559,558           8,335,746
                              ____________        ____________

    Total operating revenues  $339,349,392        $267,904,532 
                              ____________        ____________

OPERATING EXPENSES:
  Salaries and related costs  $ 63,869,310        $ 53,798,518 
  Aircraft fuel                 27,600,515          23,797,363 
  Maintenance materials and 
    repairs                     30,323,004          23,696,794 
  Aircraft rent                 42,174,063          40,426,999 
  Other rent and landing fees   11,958,865          10,395,504 
  Passenger commissions         28,653,613          24,357,089 
  Other operating expenses      40,745,429          31,761,373 
  Depreciation and 
    amortization                15,506,598          13,787,188 
  Non-airline direct costs       8,156,713           7,034,909
                              ____________        ____________

    Total operating expenses  $268,988,110        $229,055,737
                              ____________        ____________

    Operating income          $ 70,361,282        $ 38,848,795
                              ____________        ____________

NONOPERATING INCOME (EXPENSE):
  Investment income           $  5,146,792        $  2,742,274 
  Interest expense              (3,743,632)         (1,528,632)
                              _____________       _____________

    Total nonoperating 
    (expense) income, net     $  1,403,160        $  1,213,642
                              ____________        ____________

    Income before income
      taxes                   $ 71,764,442        $ 40,062,437 

Income taxes                    27,991,000          15,781,000
                              ____________        ____________

    Net income                $ 43,773,442        $ 24,281,437
                              ____________        ____________
                              ____________        ____________

Weighted average number
   of shares outstanding        29,478,499          30,720,035
                              ____________        ____________
                              ____________        ____________
Net income per share          $       1.48        $       0.79
                              ____________        ____________
                              ____________        ____________

Dividends paid per share      $      0.177        $      0.133
                              ____________        ____________
                              ____________        ____________

<PAGE>

              COMAIR HOLDINGS, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED DECEMBER 31, 1995 AND 1994 (UNAUDITED)


                                                       1995            1994   
Cash Flows From Operating Activities:
   Net income                                   $  43,773,442   $  24,281,437
   Adjustments to reconcile net income to
    net cash provided by operating activities:
     Depreciation and amortization                 15,506,598      13,787,188 
     Amortization and accrual of overhaul
       expenses                                     9,662,660       7,858,569 
     Deferred income tax provision                  6,441,632       6,573,690  
     Other, net                                      (329,515)       (649,493)
   Changes in operating assets and liabilities: 
     Decrease (increase) in accounts receivable     5,103,787       3,366,996
     Decrease (increase) in inventory of
       expendable parts                            (1,172,148)     (1,532,280)
     Decrease (increase) in other current assets    3,156,008       1,800,349 
     Increase (decrease) in accounts payable        6,822,153       2,842,170 
     Increase (decrease) in other current
       liabilities                                 12,402,443       4,610,631
                                                _____________     ___________
     Net cash provided by operating 
       activities                               $ 101,367,060   $  62,939,257
                                                _____________   _____________

Cash Flows From Investing Activities:
   Additions to property and equipment          $ (27,189,048)  $(101,784,949)
   Return of advance payments and deposits             -              500,000 
   Purchases and maturities of marketable
     securities                                      (965,536)     25,868,204
   Proceeds from sale of available-for-sale
     marketable securities                          6,658,940          -     
   Deferred costs                                    (246,205)     (1,511,215)
   Other, net                                         526,090          94,305
                                                 _____________   ____________
     Net cash used in investing
        activities                              $ (21,215,759)  $ (76,833,655)
                                                _____________   _____________
                                                                               
Cash Flows From Financing Activities:
   Issuance of common stock                     $   1,756,144   $     271,153 
   Repurchase of common stock                        (383,063)    (36,247,887)
   Payments of cash dividends and
     repurchase of fractional shares               (5,225,588)     (4,123,924)
   Proceeds from long-term obligations                  -          65,586,388
   Repayments of long-term obligations             (8,485,918)     (5,620,107)
                                                _____________   ____________
     Net cash (used in) provided by 
        financing activities                    $ (12,338,425)  $  19,865,623 
                                                ______________  _____________
Net increase in cash and cash
   equivalents                                  $  67,812,876   $   5,971,225 
                                                _____________   _____________

Cash and cash equivalents at
   beginning of period                          $  46,628,897   $  52,650,672 
                                                _____________   _____________

Cash and cash equivalents at
   end of period                                $ 114,441,773   $  58,621,897 
                                                _____________   _____________
                                                _____________   _____________

Cash paid during the period for interest        $   4,419,002   $   1,473,616 
                                                _____________   _____________
                                                _____________   _____________

Cash paid during the period for income taxes    $  19,640,901   $   9,960,508
                                                _____________   _____________
                                                _____________   _____________
<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.

<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 96% of the third 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 competition 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.

     During fiscal 1996, 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 May 1, 1995 through 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 had, when combined, a
positive impact on operating results.  However, there can be no
assurance that the favorable impact on operating income from the
change in aircraft deployment and the commission cap will
continue to fully offset the increased fees paid to Delta.

     For the third quarter of fiscal 1996, the Company reported
operating revenues of $112.7 million, up 25% from the $90.1
million reported in the third quarter of fiscal 1995.  Operating
income, net income and net income per share for the third quarter
of fiscal 1996 all increased significantly when compared with the
results reported in the third quarter of fiscal 1995.  Operating
income for the quarter rose 89% to $21.2 million from $11.2
million.  Net income increased 93% to $13.1 million from $6.8
million, while earnings per share increased 91% from $.23 per
share to $.44 per share.  The increase in earnings is largely the
result of higher passenger enplanements.

     In the third quarter of fiscal 1996, revenue passenger miles
(RPMs) increased 21.6% when compared with last year's third
quarter.  Capacity, available seat miles (ASMs), grew 11.2% with
the acquisition of eight 50-passenger Canadair Jet aircraft since
the third 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      NINE MONTHS ENDED
                               12/31/95    12/31/94   12/31/95   12/31/94

     Passengers              1,040,739      866,821  3,012,045   2,577,416
     ASMs (000s)               589,985      530,382  1,746,664   1,513,857
     RPMs (000s)               322,255      265,093    940,430     767,900
     Load factor                  54.6%        50.0%      53.8%       50.7%
     Breakeven load factor        44.1%        43.5%      42.4%       43.0%
     Yield (cents)                33.4         32.5       34.6        33.4
     Cost per ASM (cents)         14.9         14.3       14.8        14.6

     The following tables show the expense categories for COMAIR for the third
quarter and the first nine months of the last two fiscal years.


                                  EXPENSE CATEGORIES
                                                                     
                             QTR Ended     Cents      QTR Ended     Cents  
                            12/31/95     per ASM     12/31/94     per ASM

Salaries and Related Costs $21,122,254      3.6     $18,553,565      3.5
Aircraft Fuel               10,048,767      1.7       8,554,100      1.6
Maintenance Materials 
   and Repairs              10,475,459      1.8       8,083,598      1.5
Aircraft Rent               14,470,743      2.4      13,553,341      2.6
Other Rent and Landing      
   Fees                      3,540,569      0.6       3,104,590      0.6
Passenger Commissions        9,276,849      1.6       8,456,635      1.6
Other Operating Expenses    14,292,975      2.4      10,792,493      2.0
Depreciation and
   Amortization              4,773,610      0.8       4,789,786      0.9
                           ___________     ____     ___________     ____
                           $88,001,226     14.9     $75,888,108     14.3
                           ___________     ____     ___________     ____
                           ___________     ____     ___________     ____



                            9 Mo. Ended    Cents    9 Mos. Ended    Cents  
                             12/31/95     per ASM     12/31/94     per ASM
Salaries and Related Costs $ 63,869,310     3.7     $ 53,798,517     3.5
Aircraft Fuel                27,600,516     1.6       23,797,363     1.6
Maintenance Materials 
   and Repairs               30,323,005     1.7       23,696,794     1.6
Aircraft Rent                42,174,063     2.4       40,426,999     2.7
Other Rent and Landing      
   Fees                      11,958,865     0.7       10,395,504     0.7
Passenger Commissions        28,653,612     1.6       24,357,089     1.6
Other Operating Expenses     40,573,541     2.3       31,625,645     2.1
Depreciation and
   Amortization              14,056,802     0.8       12,384,334     0.8
                           ____________    ____     ____________    ____

                           $259,209,714    14.8     $220,482,245    14.6
                           ____________    ____     ____________    ____
                           ____________    ____     ____________    ____



<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 third quarter
of fiscal 1995 as a result of the additional personnel to support
the new Canadair Jet service.  Expenses related to incentive
compensation plans were also higher due to the increased
earnings.

     Aircraft fuel price per gallon for the third quarter of
fiscal 1996 was  approximately three cents higher than in the
third quarter of last year.  The higher price per gallon was due
to the Omnibus Budget Reconciliation Act of 1993, which 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 $2.7 million.  Total aircraft fuel
costs also increased due to the addition of the new Canadair
Jets.

     Maintenance materials and repair costs increased due to
higher maintenance costs on the turboprop aircraft.

     Aircraft rent expense increased from the addition of eight
Canadair Jets since the third quarter of fiscal 1995.  The
extension of several aircraft leases at lower rates in June 1995
and 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 resulting from higher
passenger load factors than last year's third quarter.  The
commission cap that was instituted by many of the airlines in the
fourth quarter of fiscal 1995 has offset much of the cost
associated with higher unit revenues.

     Other operating expenses increased due to the growth in
traffic, the costs associated with the new Canadair Jet service
and the increased fees charged by Delta in relation to the Delta
Connection program.

     Depreciation and amortization decreased on a cost per ASM
basis.  Although the Company purchased two Canadair Jets during
the third quarter of fiscal 1995, the additional expense was more
than offset by certain assets associated with the maturing
turboprop fleet becoming fully depreciated.

     Investment income in the third quarter of fiscal 1996 was
higher than last year's third quarter due to higher cash and cash
equivalents balances.

     The Company's effective tax rate, which includes federal,
state and local taxes, approximated the statutory rate in the
third quarter of fiscal 1996.

<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 nine months of fiscal 1996, the Company
generated cash from operating activities of $101.3 million.  The
Company repaid long-term obligations of $8.5 million and paid
cash dividends of $5.2 million.  Total working capital increased
to $79.6 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 27% debt, 73% equity at December 31, 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 nine 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 was paid November 10, 1995 to shareholders of record on
November 1, 1995.  In addition, on January 23, 1996,  the Board
of Directors declared a $.07 per share cash dividend for
shareholders of record on February 5, 1996, payable February 14,
1996.

     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 eight new generation, 50-passenger Canadair
Jet aircraft during the first nine months of fiscal 1996,
bringing the total Canadair Jet fleet to 28.  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 to be delivered in
fiscal 1997, will take the Canadair Jet fleet to 45 aircraft. 
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.

                  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.


February 12, 1995                   BY: /s/ Randy D. Rademacher  

                                      _________________________
                                      Randy D. Rademacher
                                      Senior Vice President
                                      Finance Chief Financial
                                      Officer


<TABLE> <S> <C>

<ARTICLE> 5
       
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<FISCAL-YEAR-END>                          MAR-31-1996
<PERIOD-END>                               DEC-31-1995
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                                0
                                          0
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<EPS-PRIMARY>                                     1.48
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