CCAIR INC
10-Q/A, 1995-10-27
AIR TRANSPORTATION, SCHEDULED
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<PAGE>

                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549


                        Form 10-Q/A Amendment #1


         (X)         QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

            For the quarterly period ended December 31, 1994

                                   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 0-17846

                              CCAIR, Inc.

Incorporated under the laws of Delaware                        56-1428192
                                                       (I.R.S. Employer ID No.)


                    4700 Yorkmont Road, Second Floor
                    Charlotte, North Carolina  28208
                             (704) 359-8990



Indicate  by  a 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  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 6, 1995
Common stock, $0.01 par value                               7,381,195

<PAGE>


                              CCAIR, Inc.
                    FORM 10-Q/A QUARTERLY REPORT FOR
                 FISCAL QUARTER ENDED DECEMBER 31, 1994


                           TABLE OF CONTENTS


                                                                       PAGE NO.

PART I - FINANCIAL INFORMATION:

        ITEM 1.  Financial Statements:                                      3

                         Condensed Balance Sheets as of
                         December 31, 1994 and June 30, 1994.               3

                         Condensed Statements of Income for
                         the Three and Six Months ended
                         December 31, 1994 and 1993.                        4

                         Condensed Statements of Cash Flows
                         for Six Months ended December 31,
                         1994 and 1993.                                     5

                         Notes to Condensed Financial Statements.           6

        ITEM 2.  Management's Discussion and Analysis
                         of Financial Condition and Results
                         of Operations.                                     7

PART II - OTHER INFORMATION:

        ITEM 1.  Legal Proceedings.                                         9

        ITEM 2.  Changes in Securities.                                     9

        ITEM 3.  Defaults Upon Senior Securities.                           9

        ITEM 4.  Submission of Matters to a Vote
                         of Security Holders.                               9

        ITEM 5.  Other Information.                                        10

        ITEM 6.  Exhibits and Reports on Form 8-K.                         10

SIGNATURES                                                                 10

EXHIBIT INDEX                                                             E-1



                                              2


<PAGE>

                              CCAIR, Inc.
                     PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

                        CONDENSED BALANCE SHEETS
                              (Unaudited)
                              ___________
<TABLE>
<CAPTION>

                                                                     December 31,               June 30,
                                                                         1994                      1994
<S>                                                                 <C>                        <C>
 ASSETS
 CURRENT ASSETS:
   Cash and cash equivalents                                         $     2,033               $   651,020
   Receivables, net                                                    4,275,588                 5,244,782
   Inventories, less allowance for
    obsolescence of $466,000                                           3,095,644                 3,192,219
   Prepaid expenses and deposits                                       1,059,130                 3,154,433

          Total current assets                                         8,432,395                12,242,454

 PROPERTY AND EQUIPMENT:
   Flight equipment and aircraft                                      18,468,024                17,842,203
   Ground and other equipment and
    leasehold improvements                                             4,310,570                 3,919,105
                                                                      22,778,594                21,761,308
   Less accumulated depreciation
    and amortization                                                  10,697,510                 9,423,875
                                                                      12,081,084                12,337,433
 OTHER ASSETS                                                             45,543                    49,075

          Total assets                                               $20,559,022               $24,628,962

 LIABILITIES AND SHAREHOLDERS' EQUITY
 CURRENT LIABILITIES:
   Notes payable and current
    maturities of long-term debt                                     $   960,492               $ 3,395,830
   Current obligations under capital leases                              339,473                   360,196
   Accounts payable                                                    2,705,872                 3,011,203
   Accrued expenses                                                    4,688,113                 5,169,610

          Total current liabilities                                    8,693,950                11,936,839

 LONG-TERM DEBT, less current maturities                               1,853,065                 2,570,438
   
 Capital lease obligations, less
  current obligations                                                  3,190,175                 3,331,314
    
 Deferred credits, net                                                   963,126                 1,293,920
 Noncurrent rent obligations                                             619,602                   124,780

          Total liabilities                                           15,319,918                19,257,291

 Commitments and contingencies

 SHAREHOLDERS' EQUITY:
   Common stock, $.01 par value, 10,000,000
    shares authorized, 7,381,195 issued and
    outstanding at December 31 and June 30, 1994                          73,812                    73,812
   Additional paid-in-capital                                         16,997,186                16,997,186
   
   Accumulated deficit                                               (11,831,894)              (11,699,327)
    
          Total shareholders' equity                                   5,239,104                 5,371,671

          Total liabilities and
           shareholders' equity                                      $20,559,022               $24,628,962
</TABLE>



              See notes to condensed financial statements.

                                   3

<PAGE>


                              CCAIR, Inc.
                     CONDENSED STATEMENTS OF INCOME
                              (Unaudited)
                              ___________

<TABLE>
<CAPTION>

                                              3 Months ended December 31,            6 Months ended December 31,
                                                   1994            1993                   1994             1993
<S>                                           <C>               <C>                  <C>               <C>
 OPERATING REVENUES:
    Passenger                                  $14,595,693      $15,731,125           $29,986,265      $30,856,938
    Public service                                 156,583          147,724               312,485          334,294
    Other                                          343,575          288,149               705,871          501,571

          Total                                 15,095,851       16,166,998            31,004,621       31,692,803

 OPERATING EXPENSES:
    Flight operations                            4,670,867        6,395,325            10,892,204       12,820,093
    Fuel and oil                                 1,364,504        1,318,989             2,731,237        2,700,839
    Maintenance                                  2,797,195        2,826,299             5,552,615        5,733,330
    Ground operations                            1,891,686        2,487,174             3,821,358        4,999,916
    Advertising, promotions
     and commissions                             2,127,031        2,159,735             4,461,460        4,520,819
    General and administration                   1,183,437        1,000,669             2,407,761        2,084,305
    Depreciation and amortization                  424,641          392,134               854,695          754,657

          Total                                 14,459,361       16,580,325            30,721,330       33,613,959

 OPERATING INCOME (LOSS)                           636,490       (  413,327)              283,291      ( 1,921,156)
 Interest expense                               (  202,797)      (  191,231)           (  408,195)     (   374,979)
 Other income (expense), net                         3,615            7,673            (    7,664)     (    24,308)

          Net income (loss)                    $   437,308      $(  596,885)          $(  132,568)     $(2,320,443)

 EARNINGS (LOSS) PER COMMON SHARE              $     .06        $(    .09  )          $(    .02  )     $(    .34  )

 WEIGHTED AVERAGE COMMON
  SHARES OUTSTANDING                             7,535,163        6,935,891             7,381,195        6,801,239

              See notes to condensed financial statements.


                                   4



<PAGE>


                              CCAIR, Inc.
                   CONDENSED STATEMENTS OF CASH FLOWS
                              (Unaudited)
                              ___________



</TABLE>
<TABLE>
<CAPTION>


                                                                    Six Months Ended December 31,
                                                                         1994                      1993
<S>                                                                 <C>                        <C>

 CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                          $(  132,568)              $(2,320,443)
   Adjustments to reconcile net loss to
    net cash provided by operating activities:
      Note discount amortization                                         168,705                   189,776
      Depreciation and amortization                                    2,438,736                 2,353,544
      Loss on disposal of assets                                          22,896                     6,684
      Rental expense in excess
       of (less than) payments                                           254,139                (   16,290)
      Changes in certain assets and liabilities:
        Accounts receivable                                              970,184                (  689,325)
        Inventories                                                       64,477                (  199,654)
        Other note payable                                            (  801,000)                   ---
        Accounts payable                                              (  306,322)                  455,317
        Accrued expenses                                              (  481,497)                1,928,478
        Prepaid expenses and deposits                                  2,095,303                   866,240
        Other changes, net                                            (   86,578)               (   90,111)

                  NET CASH PROVIDED BY
                   OPERATING ACTIVITIES                                4,206,475                 2,484,216

 CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                               (2,195,110)               (2,742,786)
   Proceeds from sale of assets                                           21,925                     1,230
   Change in restricted funds                                             ---                   (   14,893)

                  NET CASH USED BY
                   INVESTING ACTIVITIES                               (2,173,185)               (2,756,449)

 CASH FLOWS FROM FINANCING ACTIVITIES:
   Issuance of common stock                                               ---                       75,015
   Issuance of notes and long-term debt                                1,393,054                   274,125
   Reductions of notes and long-term debt                             (4,075,331)               (2,274,548)

                  NET CASH USED BY
                   FINANCING ACTIVITIES                               (2,682,277)               (1,925,408)

 Net decrease in cash                                                 (  648,987)               (2,197,641)
 Cash, beginning of period                                               651,020                 2,745,157

 CASH, END OF PERIOD                                                 $     2,033               $   547,516
</TABLE>

              See notes to condensed financial statements.

                                   5

<PAGE>

                              CCAIR, Inc.
                NOTES TO CONDENSED FINANCIAL STATEMENTS
                              (Unaudited)
                              ___________


1.       Basis of Presentation:

              The  condensed financial statements included herein have
              been prepared by CCAIR, Inc. (the "Company"), without
              audit,  pursuant  to  the  rules  and regulations of the
              Securities and Exchange Commission. These  condensed
              financial statements reflect all adjustments which are, in
              the opinion of management, necessary  for  a fair
              statement of results for the interim period.  These
              adjustments consist solely of  normal  recurring
              adjustments.  Certain information and footnote disclosures
              normally included in the  financial  statements  prepared
              in accordance with generally accepted accounting
              principles have been  condensed or omitted pursuant to
              such rules and regulations, although the Company believes
              that the  disclosures are adequate to make the information
              presented not misleading.  It is suggested that these
              condensed  financial  statements  be read in conjunction
              with the financial statements and the notes thereto
              included in the Company's annual report for fiscal year
              ended June 30, 1994.


     2.       Earnings (Loss) Per Common Share:

              The  computation of earnings (loss) per common share is
              based on the weighted average number of common shares
              outstanding for each period, after considering the effect
              of common stock equivalents.


     3.       Commitments and Contingencies:

              The  Company  is  subject  to  the  regulatory  authority,
              among  others,  of  the  Federal Aviation Administration
              and  the  Department of Transportation.  These agencies
              require compliance with their standards  and conduct
              safety and compliance audits.  Violations, if any, of
              these regulations subject the  Company  to  fines  or
              sanctions.    The Company is also subject to other claims
              arising in the ordinary  course  of  business.  In the
              opinion of management, the outcome of these matters would
              not have a material adverse impact on the Company's
              financial condition or results of operations.


     4.       Lease Activity:
   
              The  Company  entered into a revised aircraft lease
              agreement with Shorts, effective October 1, 1994, for  the
              Company's nine Shorts 360 aircraft.  This revised
              agreement provided for reductions in lease payments
              aggregating  approximately  $94,000  per  month  for  the
              remainder of the lease term.  In addition,  the  Company
              entered  into  a  revised aircraft agreement with Jet
              Acceptance Corporation ("JACO"),  effective September 1,
              1994, for the Company's twelve Jetstream 31 aircraft.
              This revised agreement  provided  for  reductions  in
              lease  payments aggregating approximately $98,000 per
              month through  December  31,  1995.    The  Company  has
              accounted for the modifications to the JACO lease
              agreements  as  they  have  occurred.   As a result, at
              December 31, 1994, the Company has recorded a deferred
              credit  of  approximately  $271,000  representing  the
              excess of rent expense recorded on a straight  line basis
              (reflecting lease payment reductions only through December
              31, 1995) over actual payments  made  from September 1,
              1994 through December 31, 1994.  This amount, along with
              additional amounts  accumulated  through  December 31,
              1995 will reduce lease expense over the remaining term of
              the leases.
    

   
              In  fiscal 1994, the Company failed to meet certain lease
              payment obligations totaling $585,000 under aircraft
              lease  agreements  with  Mellon  Financial Services
              Corporation #3 ("Mellon"), resulting in cancellation  of
              the related agreements.  The Company operated the aircraft
              under interim leases with Mellon  through November, 1994.
              In November, 1994, CIT Leasing Corporation ("CIT"),
              acquired the four Dash  8  aircraft  from Mellon.  The
              Company subsequently signed new lease agreements with CIT,
              which expire  in  June, 2007, resulting in an annual
              reduction of approximately $516,000 in aircraft rental
              payments.    As a result, during the second quarter of
              fiscal 1995, the Company reversed the $585,000 of accrued
              rental payments as a reduction of flight operations
              expense.
    

                                   6

<PAGE>



                              CCAIR, Inc.
                 FISCAL QUARTER ENDED DECEMBER 31, 1994


ITEM 2.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                        CONDITION AND RESULTS OF OPERATIONS

     General
   
              In  the  six-month  period  ended  December  31,  1994,
     the Company realized the benefits of expense reductions
     demonstrated  by  a decrease of 8.6% in operating expenses over the
     prior year period.  A decrease in  operating  revenue  due to
     declines in fares, however, absorbed the benefits of the expense
     reductions and resulted  in  a net loss of $132,568 or 2(cent) per
     share, as compared to a net loss of $2,320,443 or 34(cent) per share in
     the six-month period ended December 31, 1993.
    
   
              The  expense reductions were put in place in the
     three-month period ended December 31, 1994 and those reductions,
     plus a reversal of previously accrued rental expense of
     approximately $585,000 (see Note 4), were primarily  responsible
     for  net income of $437,308 or 6(cent) per share in that
     three-month period.  Those results compared to a net loss of
     $596,885 or 9(cent) per share in the same period in the prior year.
    
     Results of Operations

              The  following  table  sets  forth selected operating
     comparisons for the three- and six-month period ended December 31,
     1994 and 1993: Airline Operating Statistics


<TABLE>
<CAPTION>


                                                 For the Three Months                     For the Six Months
                                                  Ended December 31,                      Ended December 31,
                                                                        %                                      %
                                              1994          1993      Change          1994         1993      Change
<S>                                       <C>           <C>           <C>         <C>          <C>           <C>
     Operating revenue                    $15,095,851   $16,166,998   ( 6.6)      $31,004,621  $31,692,803   ( 2.2)
     Operating expense                    $14,459,361   $16,580,325   (12.8)      $30,721,330  $33,613,959   ( 8.6)
     Revenue passengers carried               218,951       222,025   ( 1.4)          457,084      451,340     1.3
   
     Revenue passenger miles (1)           36,594,480    37,910,254   ( 3.5)       75,146,043   76,985,796   ( 2.4)
    
     Available seat miles (2)              75,927,606    71,116,235     6.8       150,413,466  149,312,465      .7
     Passenger load factor (3)                48.2%         53.3%     ( 9.6)          50.0%        51.6%     ( 3.1)
     Passenger breakeven load factor          46.7%         56.2%     (16.9)          50.2%        56.2%     (10.7)
     Yield per revenue passenger
      mile (4)                                39.9(cent)    41.5(cent)( 3.9)          39.9(cent)   40.1(cent)(  .5)
     Operating cost per available
      seat mile                               19.0(cent)    23.3(cent)(18.5)          20.4(cent)    22.5(cent)( 9.3)
     Average passenger trip (miles)           167.1         170.7     ( 2.1)          164.4        170.6     ( 3.6)
     Average daily aircraft utilization
      per plane (block hours)                   8.1           7.3      11.0             8.0          7.7       3.9
     Average passenger fare                  $66.66        $70.85     ( 5.9)         $65.61       $68.37     ( 4.0)
     Average monthly completion factor        95.0%         95.8%     (  .9)          95.5%        96.4%     (  .9)
</TABLE>

     (1)      One revenue passenger transported one mile.
     (2)      The  product  of  the  number  of  aircraft  miles  and
              the number of available seats on each stage, representing
              the total passenger capacity offered.
     (3)      The  ratio  of  revenue passenger miles to available seat
              miles, representing the percentage of seats occupied by
              revenue passengers.
     (4)      The operating revenue per revenue passenger mile.


 For the Three Months Ended December 31, 1994 Compared to Three Months
                        Ended December 31, 1993
   
              The  Company  is  reporting an operating income for a
     three-month period for the first time since the three-month  period
     ended  March  31,  1993.    The  operating  income  of  $636,490
     represents a significant improvement  in  operating  results  over
     the operating loss of $413,327 experienced in the three-month
     period ended December 31, 1993.
    
                                   7

<PAGE>


     ITEM 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                           CONDITION AND RESULTS OF OPERATIONS, continued

     Results of Operations, continued

              Operating  revenue  decreased  by  6.6%  over  the  prior
     year period as demonstrated by comparative decreases  in  revenue
     passengers carried (1.4%), revenue passenger miles (3.5%), yield
     per revenue passenger miles  (3.9%)  and  average  passenger  fares
     (5.9%).    The  Company  believes  that the decrease in revenue
     passengers  carried  was  due,  in  part,  to the public's
     hesitancy to fly commuter aircraft as the result of recent
     commuter  accidents  and  a  lessening  demand  for
     nondiscretionary travel.  The decrease in revenue passenger  miles
     was also related to the replacement of certain destinations in the
     Company's service schedule with  destinations closer to Charlotte,
     North Carolina.  The decreases in yield per revenue passenger mile
     and average  passenger fares were largely the result of significant
     fare discounting during the holiday periods of Thanksgiving and
     Christmas.

              The  operating  expense  reductions  in the three-month
     period ended December 31, 1994, reflected the Company's  efforts
     to  reduce  operating  costs during the 1994 calendar year.  In the
     period, aircraft lease amendments  were  put into place that
     reduced the rental payments on all three of the Company's aircraft
     types -  Jetstream  31, Shorts 360 and de Havilland Dash 8.  In
     addition, the Company implemented a salary reduction plan  with its
     pilots that will be phased back in over eighteen months.  Operating
     expense was also reduced by approximately  $585,000  that
     represented  a  reversal  of  accrued  rental  payments previously
     due.  Ground operations  also  had  a  decrease  over the prior
     year period as a result of lower per passenger service fees
     incurred by the Company per agreements with USAir and savings from
     the closing of stations in prior periods.

                For the Six Months Ended December 31, 1994 Compared to
                Six Months Ended December 31, 1993
   
              The  Company  experienced an operating income of $283,291
     or less than 4(cent) per share and a net loss of $132,568  or 2(cent) per
     share in the six-month period ended December 31, 1994, as compared
     to an operating loss of $1,921,156  or  28(cent)  per  share and a net
     loss of $2,320,443 or 34(cent) per share.  The improvement in results
     was due to significant reductions in operating expenses.
    
              The  comparative increase in operating revenue achieved by
     the Company in the three-month period ended September  30,  1994,
     was reversed in the following three-month period.  The decline was
     in passenger revenue brought  about  by  the  decrease  in
     passengers and fare discounting during the holidays of Thanksgiving
     and Christmas.    During  the  three-month  period  ended  December
     31, 1994, public service and other, primarily charter income, had
     increases over the prior year period.

   
              The  largest  decrease  in operating expense was achieved
     in flight operations, and was the result of the  reductions  in
     lease  expenses  and  pilot  expenses,  as well as the reversal of
     approximately $585,000 obtained  in  the three-month period ended
     December 31, 1994.  Significant reductions were also experienced in
     ground  operations resulting from lower per passenger service fees
     incurred by the Company per agreements with USAir  and  the
     closing  of  stations in prior periods.  These reductions have
     brought the operating cost per available seat mile to 20.4(cent) as
     compared to 22.5(cent) in the prior year period.
    

     Liquidity and Capital Resources

              The  cash  position  of the Company remains critical at
     December 31, 1994, but the improved operating results  of  the
     Company  should  provide cash flow, together with a new line of
     credit in the amount of $2.5 million,  sufficient  for the
     Company's operations.  The key element to improved operating
     results will be the level  of  the yield per revenue passenger
     mile.  In the three-month period ended December 31, 1994, the yield
     per  revenue  passenger  mile  fell  to  39.9(cent).  The yield per
     revenue passenger mile has improved in January, 1995,  and  the
     early  part of February, 1995, but the yield could be affected by
     fare discounting beyond the control of the Company.

              On  February  10, 1995, the Company obtained a line of
     credit in an amount not to exceed $2.5 million from  JSX Capital
     Corporation ("JSX").  JSX is an affiliate of Jet Acceptance
     Corporation, the leasing company for  the  Company's fleet of
     Jetstream 31 aircraft, and British Aerospace Holdings, Inc., the
     company that had previously  collateralized  the  Company's  line
     of  credit  from  NationsBank,  N.A. through a loan purchase
     agreement.   The line of credit permits the Company to borrow up to
     50% of a borrowing base, consisting of the Company's
     transportation  and  nontransportation  charges  to  Airlines
     Clearing House, Inc. or such greater amount  as  JSX shall
     determine, but in no event more than $2.5 million.  The line of
     credit is secured by all of  the  Company's  accounts receivable,
     bears interest at prime + 2% and terminates on December 31, 1995,
     but may be extended for successive one-year periods.

                                   8

<PAGE>


     ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITION AND RESULTS OF OPERATIONS, continued


     Liquidity and Capital Resources, continued

              Negotiations  with other lenders for a line of credit were
     terminated, due, in part, to the inability of  those  lenders  to
     reach  satisfactory  agreement  with  British Aerospace Holdings,
     Inc. over a new loan purchase agreement.
   
              In  the six-month period ended December 31, 1994, the
     Company used cash reserves and other sources of cash  to  reduce
     accounts payable and notes payable.  The Company is accruing lease
     payments at a higher rate than  the  payments  actually  made,
     aggregating $254,139.  This accrual treats the lease reductions in
     place until  December,  1995,  as  reducing  the total payments
     under the leases and applies the reductions pro rata over the
     remaining months of the lease terms.
    
              The  capital  expenditures  of  $2,195,110  during  the
     six-month  period  resulted  primarily  from expenditures  on
     major overhauls, betterment and removals of engines and on major
     spare parts and assemblies. The  Company  anticipates an increase
     in capital expenditures for overhauls of engines on Dash 8 aircraft
     but, at the same time, capital expenditures on the Jetstream 31 and
     Shorts 360 aircraft should decrease.

   
              USAir  has  notified the Company of an increase in service
     fees to be effective on March 1, 1995, but the  effect  of  those
     increases  is  not  certain because the Company receives monies
     from USAir through its servicing  agreement  for Concourse D.  The
     Company believes that the increase will not have an adverse effect
     on the Company's program to reduce operating costs.
    
                      PART II - OTHER INFORMATION


ITEM 1.  Legal Proceedings

                      None to report.

     ITEM 2.  Changes in Securities

                      None to report.

     ITEM 3.  Defaults Upon Senior Securities

                      None to report.

     ITEM 4.  Submission of Matters to a Vote of Security Holders

                      The  annual  meeting  of shareholders of the
                      Company was held in Charlotte, North Carolina on
                      November  15,  1994.  Of the 7,381,195 shares of
                      common stock outstanding on the record date,
                      6,314,331  shares  were  present by proxy.  Those
                      shares were voted on the matters before the
                      meeting as follows:

                      A.       Election of Directors:
<TABLE>
<CAPTION>

                               Name of Director           No. Votes For:           No. Votes Withheld:
                               <S>                        <C>                      <C>
                               John A. Adams               6,271,520                       42,811
                               K. Ray Allen                6,270,020                       44,311
                               Kenneth W. Gann             6,271,720                       42,611
                               Gordon Linkon               6,271,720                       42,611
                               Dean E. Painter, Jr.        6,271,620                       42,711
</TABLE>

                                   9

<PAGE>


                      B.       Proposal  to ratify the selection of
                               Arthur Andersen LLP. as independent
                               auditors of the Company for the fiscal
                               year ending June 30, 1995:

<TABLE>
<CAPTION>
                               <S>                     <C>                        <C>
                               For:  6,263,346          Against: 39,350           Withholding vote for: 11,635
</TABLE>

     ITEM 5.  Other Information

                      None to report.

     ITEM 6.  Exhibits and Reports on Form 8-K

              (a)     Exhibits

                      Exhibit No.      Exhibit

                           4           Specimen Common Stock Certificate. (1)
                          11           Computation of Earnings Per Share.

              (b)     Reports on Form 8-K

                      None.



     ______________________


     (1)      Incorporated by reference to Registration Statement on
     Form S-1, File No. 33-28967.



                               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.


                                              CCAIR, Inc.



                                     By:         /s/ Kenneth W. Gann
     October 25, 1995                         Kenneth W. Gann, President and
                                              Chief Executive Officer
                                              (Principal Executive Officer,
                                               Principal Financial Officer)




                                   10

<PAGE>

                             EXHIBIT INDEX


<TABLE>
<CAPTION>


    Exhibit                                                              Filed          Sequential
       No.            Exhibit                                          Herewith At        Page No.
<S>                   <C>                                              <C>              <C>

        2             Revised Plan of Reorganization


        4             Specimen Common Stock
                       Certificate. (1)


       11             Computation of Earnings Per Share                  E-2
</TABLE>

     _____________________

     (1)      Incorporated by reference to Registration Statement on
              Form S-1, File No. 33-28967.



                                  E-1


<PAGE>

PART II, ITEM 6                                             EXHIBIT 11

                             CCAIR, Inc.

            COMPUTATION OF EARNINGS (LOSS) PER SHARE (1)

<TABLE>
<CAPTION>

                                                            Three Months ended December 31,
                                                                   1994                     1993
<S>                                                         <C>                           <C>
   
Net income (loss)                                                $   437,308               $(  596,885)
    
Shares
  Weighted average number of
    shares outstanding                                             7,381,195                6,935,891

Assuming exercise of options (2)                                     153,968               ---

Weighted average number of
  shares outstanding,
  as adjusted                                                      7,535,163                6,935,891

   
Income (loss) per share:                                     $      .06                $   (  .09 )
    

                                                                   Six Months ended December 31,
                                                                   1994                     1993
   
Net loss                                                         $(  132,568)              $(2,320,443)
    
Shares
  Weighted average number of
    shares outstanding                                             7,381,195                6,801,239

Assuming exercise of options (3)                                  ---                      ---

Weighted average number of
  shares outstanding,
  as adjusted                                                      7,381,195                6,801,239

   
Loss per share:                                              $   (  .02 )              $    ( .34 )
    
</TABLE>


(1)      Fully  diluted average number of shares outstanding, as
         adjusted and earnings (loss) per share are the same as
         calculated for primary for the periods presented.

(2)      Not reflected in 1993 due to anti-dilutive effect.

(3)      Not reflected in 1994 and 1993 due to anti-dilutive effect.


                                  E-2


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
*This schedule contains summary financial information extracted from CCAIR,
Inc. condensed financial statements for the fiscal quarter ended March 31, 1995
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<RESTATED> 
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                         448,058
<SECURITIES>                                         0
<RECEIVABLES>                                5,522,603
<ALLOWANCES>                                         0
<INVENTORY>                                  3,127,717
<CURRENT-ASSETS>                            10,090,314
<PP&E>                                      23,392,356
<DEPRECIATION>                              11,131,187
<TOTAL-ASSETS>                              22,397,025
<CURRENT-LIABILITIES>                       10,681,828
<BONDS>                                              0
<COMMON>                                        73,812
                                0
                                          0
<OTHER-SE>                                   4,890,700
<TOTAL-LIABILITY-AND-EQUITY>                22,397,025
<SALES>                                              0
<TOTAL-REVENUES>                            14,960,008
<CGS>                                                0
<TOTAL-COSTS>                               14,986,966
<OTHER-EXPENSES>                                 5,226
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             242,408
<INCOME-PRETAX>                              (274,592)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (274,592)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (274,592)
<EPS-PRIMARY>                                   ($.04)
<EPS-DILUTED>                                   ($.04)
        

</TABLE>


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