CCAIR INC, S-2, 1998-08-03

CCAIR INC
S-2, 1998-08-03
AIR TRANSPORTATION, SCHEDULED

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As filed with the Securities and Exchange Commission on August 3, 1998

Registration Number 333-______

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form S-2
Registration Statement Under the Securities Act of 1933
CCAIR, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 56-1428192
(State or other jurisdiction or (I.R.S. Employer
incorporation or organization) Identification Number)

P. O. Box 19929
Charlotte, North Carolina 28219-0929
(704) 359-8990
(Address and telephone number of principal executive offices)

Kenneth W. Gann, President
CCAIR, Inc.
P. O. Box 19929
Charlotte, North Carolina 28219-0929
(704) 359-8990
(Name, address and telephone number, including area code, of agent for service)

Copy to:

W. Scott Cooper, Esquire
Rayburn, Moon & Smith, P.A.
227 W. Trade Street, Suite 1200
Charlotte, NC 28202

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable, after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If the Registrant elects to deliver its latest annual report to security
holders, or a complete and legal facsimile thereof, pursuant to Item 11(a)(1) of
this Form, check the following box. [ X ]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration number of the earlier effective registration
statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]

<PAGE>

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

Calculation of Registration Fee

<TABLE>
<CAPTION>
<S> <C>
Title of Each Proposed Maximum Proposed Maximum
Class of Securities Amount to Offering Price Aggregate Amount of
To be Registered Be Registered Per Share Offering Price Registration Fee
- ------------------- ------------- --------- -------------- ----------------
Common Stock (par value
$.01 per shares) 500,000 shares(1) $4.3125(2) $2,156,250 $636.09(1)
- ---------------
</TABLE>

(1) The Registrant registered 500,000 shares of Common Stock in a Registration
Statement on Form S-2 (File No. 33-77574) of which 250,000 shares remain unsold.
Pursuant to Rule 429, the Registrant is carrying forward these 250,000 shares
with respect to which a filing fee of $334.05 was paid.

(2) Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low prices of the Company's Common Stock as
of July 29, 1998, as reported on the Nasdaq SmallCap Market.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION DATED August 3, 1998

PROSPECTUS

CCAIR, INC.
500,000 Shares of Common Stock

This Prospectus relates to an aggregate of 500,000 shares (the "Shares") of
Common Stock, par value $.01 per share (the "Common Stock"), of CCAIR, Inc., a
Delaware corporation (the "Company"), being sold by Lynrise Air Lease, Inc., a
Delaware corporation (the "Selling Shareholder"). See "Selling Shareholder." The
Selling Shareholder has acquired the Shares from the Company in partial or
complete settlement of an obligation in the principal amount of $1,595,000 of
the Company to the Selling Shareholder. For the period from the date of this
Prospectus to August 21, 1998, the Selling Shareholder will sell the Shares and
apply the net proceeds of such sales to reduce the obligation. The Company will
be required to pay in cash any portion of the obligation remaining outstanding
by August 31, 1998. In the event that all Shares are not sold by the Selling
Shareholder on or before August 21, 1998, remaining Shares shall be returned to
the Company.

The Company has registered the Shares under the Securities Act of 1933, as
amended (the "Securities Act"), for sale by the Selling Shareholder. The Selling
Shareholder has advised the Company that they may from time to time sell all or
part of the Shares in one or more transactions (which may involve block
transactions) in the over-the-counter market, on the Nasdaq SmallCap Market (or
any exchange on which the Shares may then be listed), in negotiated
transactions, through the writing of options on the Shares (whether such options
are listed on an options exchange or otherwise), or a combination of such
methods of sale, at market prices prevailing at the time of such sales or at
negotiated prices. The Selling Shareholder may effect such transactions by
selling the Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Shareholder or purchasers of the Shares for whom
they may act as agent (which compensation may be in excess of customary
commissions). The Selling Shareholder may also pledge the Shares as collateral
for margin accounts or loans and the Shares could be resold pursuant to the
terms of such accounts or loans. In connection with such sales, the Selling
Shareholder and any participating brokers and dealers may be deemed to be
"underwriters" as defined in the Securities Act. Neither the Company nor the
Selling Shareholder can presently estimate the amount of commissions or
discounts, if any, that will be paid by the Selling Shareholder on account of
their sale of the Shares. The Company will pay all expenses, estimated to be
approximately $________, in connection with this offering,

<PAGE>

other than underwriting and brokerage commissions, discounts, fees and counsel
fees and expenses incurred by the Selling Shareholders.

The Company's Common Stock is listed on the Nasdaq SmallCap Market under the
symbol ("CCAR"). On July 29, 1998, the last reported sale price for the Common
Stock was $4.31 per share.

SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF
CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY
PROSPECTIVE PURCHASERS OF THE SHARES OFFERED HEREBY

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is August 3, 1998.

<PAGE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Northeast Regional Office, 7 Word Trade
Center, Suite 1300, New York, NY 10048 and at the Midwest Regional Office, 500
West Madison Street, Suite 1400, Chicago, IL 60661. Copies of such materials may
also be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Copies of each
document may also be obtained through the Commission's Internet address at
http://www.sec.gov. The Common Stock of the Company is quoted on the Nasdaq
SmallCap Market. Reports, proxy statements and other information concerning the
Company may also be inspected at the offices of the Nasdaq Stock Market, Inc.,
1735 K Street, N.W., Washington, D.C. 20006.

The Company has filed with the Commission a Registration Statement on Form S-2
(the "Registration Statement") under the Securities Act with respect to the
Shares offered hereby. This Prospectus, which is a part of the Registration
Statement, does not contain all the information set forth in, or annexed as
exhibits to, the Registration Statement, certain portions of which have been
omitted pursuant to rules and regulations of the Commission. For further
information with respect to the Company and the Shares, reference is made to the
Registration Statement, including the exhibits thereto. Copies of the
Registration Statement, including the exhibits, may be obtained from the Public
Reference Section of the Commission at the aforementioned address upon payment
of the fee prescribed by the Commission. Copies of each document may also be
obtained through the Commission's internet address at http://www.sec.gov. The
summaries contained in this Prospectus of additional information included in the
Registration Statement or any exhibit thereto are qualified in their entirety by
reference to such information or exhibit.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents which have been filed by the Company with the Commission
pursuant to the Exchange Act or the Securities Act are incorporated by reference
in this Prospectus:

(i) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998, as filed with the Commission on July 29, 1998 (File
No. 0-17846);

(ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998, as filed with the Commission on May 15, 1998 (File
No. 0-17846);

(iii) The Company's Transition Report on Form 10-K for the six-month
period ended December 31, 1997, as filed with the Commission on May
11, 1998 (File No. 0-17846); and

(iv) The Company's Current Report on Form 8-K, dated February 9, 1998, as
filed with the Commission on February 10, 1998 (File No.
0-17846).

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<PAGE>

A copy of the Company's Transition Report and the Company's most recent
quarterly report on Form 10-Q is being provided to each person to whom this
Prospectus is delivered. Any information contained herein or in a document
incorporated by reference herein shall be deemed to be modified or replaced for
purposes of this Prospectus to the extent that information contained herein or
in any other subsequently filed document which also is incorporated by reference
herein modifies or replaces such information. Any such information so modified
or replaced shall not be deemed, except as so modified or replaced, to
constitute a part of this Prospectus.

This Prospectus incorporates documents by reference which are not represented or
delivered herewith. These documents are available, without charge, upon written
or oral request addressed to the Secretary, CCAIR, Inc., P. O. Box 19929,
Charlotte, North Carolina 28219-0929, telephone number (704) 359-8990.

THIS OFFERING

The Company

CCAIR, Inc. (the "Company") is a Charlotte, North Carolina based regional air
carrier providing regularly scheduled passenger service to 26 cities in Georgia,
Kentucky, Ohio, North Carolina, South Carolina, Virginia, and West Virginia, as
well as Washington, D.C., primarily from a hub at the Charlotte/Douglas
International Airport. The Company currently operates a fleet of 27 turboprop
passenger aircraft with approximately 1,482 weekly scheduled departures over a
route system covering approximately 270,000 miles. The Company was incorporated
under Delaware law in July 1984 under the name Sunbird Airlines 1984, Inc., for
the purpose of purchasing substantially all of the assets of Sunbird Airlines,
Inc. The Company changed its name to CCAIR, Inc., in January 1986. The mailing
address and telephone number of the Company are:

CCAIR, Inc.
P. O. Box 19929
Charlotte, NC 28219-0929
(704) 359-8990

The Company's business has principally involved providing service for business
travelers from small- and medium-sized communities in its market area to
connecting flights of major carriers, principally US Airways, Inc. ("US
Airways"), at a hub operation of US Airways at the Charlotte/Douglas
International Airport. In addition, the Company operates a small number of
flights into Raleigh, North Carolina. In order to market the Company's services,
the Company has an agreement with US Airways that permits the Company to operate
under the name "US Airways Express" and to charge their joint passengers on a
combined basis with US Airways. (See discussion under "Risk Factors -
Relationship With US Airways" below). The Company believes that its use of US
Airways' "US" flight designator code continues to be the most significant factor
contributing to its ability to compete for passengers and to its historical
growth.

The Company has changed its fiscal year-end from the twelve month period ended
June 30 to the twelve months ended December 31. The financial statements set
forth in the Transition Report cover the period from July 1, 1997 through
December 31, 1997 (the "Transition Period").

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<PAGE>

The Selling Shareholder

The Selling Shareholder f/k/a Shorts Air Lease, Inc. was lessor to the Company
under nine separate leases of nine Shorts 360 aircraft, originally acquired
under a series of lease agreements between 1987 and 1989. These lease agreements
were assumed by the Company as part of its Revised and Amended Plan of
Reorganization that was confirmed in 1991. In accordance with that Plan, the
Company made annual installment payments to the Selling Shareholder, in one
circumstance with shares of Common Stock, through 1994. In 1994, the Company and
the Selling Shareholder restructured the annual installment payments, the lease
payments and certain other amounts due the Selling Shareholder. In March 1998,
the Company and the Selling Shareholder entered into a settlement agreement for
the return of the nine aircraft, cancellation of the leases and settlement of
the Company's obligations to the Selling Shareholder. As evidence of the
Company's indebtedness to the Selling Shareholder, the Company issued a
short-term note in the amount of $9,725,012 due on August 31, 1998 and received
from the Selling Shareholder the option to convert the short-term note to a
subordinated convertible debenture. In order to exercise the right to convert,
the Company is obligated to pay, by August 31, 1998, to the Selling Shareholder,
$1,595,000 plus interest in cash or through the net proceeds from the sale of
Shares. See "Use of Proceeds" and "Selling Shareholder."

RISK FACTORS

The shares offered hereby involve a high degree of risk. Prospective investors
should carefully consider, among other things, the factors discussed herein
before a decision is made to purchase any shares. This Prospectus contains
certain forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934 and the
Company intends that such forward-looking statements be subject to the safe
harbors for such statements under such sections. The forward-looking statements
herein are based on current expectations that involve a number of risks and
uncertainties. Such forward-looking statements are based on numerous
assumptions, including, but not limited to, the assumptions that the US Airways
Agreement (as defined below) will be extended, the introduction of new aircraft
to the fleet will yield improved operating results and a reduction in costs per
available seat mile, and the Company will obtain markets under an extended
Agreement that will provide continued opportunities for profitable operations.

The foregoing assumptions are based on judgments with respect to, among other
things, future economic, competitive and market conditions, and future business
decisions, all of which are difficult or impossible to predict accurately and
many of which are beyond the Company's control. Accordingly, although the
Company believes that the assumptions underlying the forward-looking statements
are reasonable, any such assumption could prove to be inaccurate and, therefore,
there can be no assurance that the results contemplated in forward-looking
statements will be realized. The forward-looking statements are subject to risks
and uncertainties that could cause actual results to differ materially from
those set forth in or implied by the forward-looking statements, including, but
not limited to, the risk of increases in the cost of fuel or the lack of
availability of fuel, the Company's inability to maintain improved performance
with new aircraft, downturn in general economic conditions and in the operating
condition of US Airways in particular and the availability of pilots and other
personnel necessary for current or expanded operations.

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<PAGE>

Relationship with US Airways. Substantially all of the Company's passenger
revenue is generated by passengers who are connecting with US Airways flights
and is determined under an Agreement for the sharing of joint passenger fares
and division of revenue with US Airways (the "Agreement"). The Agreement expires
on October 31, 1998. The Agreement provides that it may be terminated upon 180
days prior written notice for any reason by either US Airways or the Company or
upon ten (10) days prior written notice by US Airways under certain conditions,
including if: (i) the Company fails to maintain at least a minimum required
operating schedule; (ii) during any one month the Company's flight completion
percentage is less than 96% due to cancellations attributable to maintenance or
operational deficiencies within the Company's control; (iii) the Company fails
to comply with the trademark licensing provisions of the Agreement; (iv) the
initiation of a bankruptcy or similar proceeding for the Company or its assets;
or (v) there is a change of control or ownership of 51% or more of the Company's
Common Stock without the consent of US Airways.

The Agreement provides that US Airways will set joint fares and the method of
proration of joint fares between US Airways and the Company. The Agreement also
provides that US Airways can establish the charges for handling passengers and
reservations for passengers carried by the Company. The Company consults with US
Airways in regard to changes in fares, proration and charges, but US Airways
does not need the consent of the Company to implement those fares, prorations or
charges. While US Airways requires the connecting passengers provided by the
Company for its operations, the Company's only method to object to those fares,
prorations or charges is to seek to cancel the Agreement. Cancellation of the
Agreement would require the Company to seek a new service agreement with another
major carrier, because its operations are not viable as a stand-alone carrier.

The Agreement does not prevent US Airways from serving markets that the Company
currently serves. If US Airways chose to serve a substantial number of routes
presently served by the Company or chose to replace Company flights with its own
flights or flights of its wholly owned regional carriers, there would be a
material adverse effect on the Company's business and the Company may have to
terminate its passenger operations as these presently exist. Although there is
no assurance that US Airways will not take any such actions or that the
Agreement will not be terminated or amended prior to the expiration date, the
Company believes that the Agreement is beneficial to both the Company and US
Airways and that there are significant incentives for the continuation of the
Agreement.

The Company and US Airways have begun negotiations for an extension of the
Agreement. The principal focus of these negotiations has been the locations that
the Company would service under the extended Agreement and the aircraft that the
Company would use to provide the service. As described below, the Company has
substantially completed a change of the composition of its fleet of aircraft.
During the last nine-month period, the Company has consistently exceeded US
Airways' performance goals. Thus, the Company believes that its relationship
with US Airways is good and that the Agreement will be extended for a minimum of
five (5) years. However, the extension of the Agreement is within the discretion
of US Airways. The Company can offer no assurances that an extension of the
Agreement will ultimately be obtained.

Because of the Company's relationship with US Airways, the Company's business
also could be adversely affected by events that adversely affect US Airways or
by changes in business strategies of US Airways. For example, if US Airways were
adversely affected by work stoppages or other

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labor difficulties, the Company's connecting passenger traffic from US Airways
would be reduced and the Company's ability to provide service to passengers
desiring US Airways connecting flights likewise would be adversely affected. If
US Airways were to decide to curtail growth at its Charlotte hub or reduce its
operations in Charlotte, the Company's operations and prospects for continued
growth would be adversely affected. The Company is not aware of any such
developments.

Nature of the Airline Industry. The commercial airline industry in the United
States has undergone major structural changes since it was deregulated by
Congress in the latter part of 1978. In the ensuing period, there has been
substantial consolidation and integration of both major and regional carriers,
including the acquisition or association of most regional carriers by or with
major carriers. Such consolidation and integration, together with automated
computer reservation systems, "hub and spoke" route systems and marketing
programs such as frequent flyer programs have substantially influenced
competitive conditions. The Company believes that it has properly positioned
itself to benefit from these structural realities. However, any event which
causes a material change in the Company's ability to benefit from these factors,
such as termination or modification of its relationship with US Airways could
cause these forces to work against the Company and have a material adverse
effect on its results.

High Operating and Financial Leverage. As is characteristic of the airline
industry, the Company is subject to a high degree of financial and operating
leverage. Due to high fixed costs, the expenses of each flight do not vary
proportionately with the number of passengers carried, but the revenues
generated from a particular flight are directly related to the number of
passengers carried. Accordingly, while a decrease in the number of passengers
carried would cause a corresponding decrease in revenue if not offset by higher
fares, it may result in a disproportionately greater decrease in profits.

The airline industry is also sensitive to cyclical downturns in the general
economy. Because a substantial portion of airline travel, both personal and to a
lesser extent business, is discretionary, the industry has historically tended
to experience weaker financial results during economic downturns. The operating
and financial results of the Company may be negatively impacted by any downturn
in national or regional economic conditions.

Aircraft Fuel Costs. The cost of fuel is a major component of operating expense
for all airlines. In the last two fiscal years, the Company experienced
significant increases in fuel expense as the price of fuel rose from 67.1 cents
per gallon to 93.8 cents per gallon. While the price per gallon has dropped to
approximately 59.7 cents per gallon in June 1998, there can be no assurance that
increases in fuel costs will not be substantial, or that supplies will remain
plentiful. Substantial increases in the cost of fuel, or a reduction in fuel
supplies, can have an adverse effect on the Company's income and growth
prospects if increases are not passed on to its passengers through higher fares,
or adequate fuel cannot be acquired to support operations.

Pilot Turnover. In addition, in certain areas of the country, pilot turnover has
become a significant issue among regional carriers as major carriers have
satisfied their expanding demand for experienced commercial pilots by hiring
increasing numbers of regional pilots. To date, pilot turnover has not been a
major problem for the Company since there has been a ready supply of candidates
in the Company's operating area and the Company has been able to hire and train
sufficient numbers of new pilots to maintain its operations. However, no
assurance can be given

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that pilot turnover will not become a major problem in the future, particularly
as major carriers expand and require significant additional pilots. Similarly,
there can be no assurance that sufficient numbers of new pilots will be
available to support any future growth even if pilot turnover does not become a
major problem for the Company.

Maintenance Personnel Turnover. Aircraft maintenance personnel turnover is
becoming an important matter in the regional and major carrier airlines. As the
commercial aviation industry grows, with resulting expansion of aircraft fleets,
the demand for qualified and experienced maintenance personnel will also
increase. To date, the Company has been able to retain sufficient numbers of
aircraft mechanics. However, no assurance can be given that turnover and
recruitment will not become a major difficulty in the future, especially if the
industry continues to experience prosperity and growth.

New Aircraft Types; Change in Fleet Plan. On July 1, 1997, the start of the
Transition Period, the Company's passenger aircraft fleet consisted of nine (9)
Shorts 360 aircraft, fourteen (14) Jetstream 31 aircraft and four (4) de
Havilland Dash 8 aircraft. In anticipation of an extension of the Agreement with
US Airways and as a means to reduce operating expense, the Company restructured
its fleet. The Shorts 360 aircraft were not compatible with the anticipated
service requirements under an extended Agreement and maintenance expense for
these aircraft had dramatically increased due to age and the availability of
parts. As a result, these leases were terminated pursuant to an agreement with
the lessor as discussed above under the heading, "The Selling Shareholder."
The Jetstream 31 aircraft had limitations that were causing the profitability of
those aircraft to be restricted. The Company has also entered into an agreement
with the lessor for the Jetstream 31 aircraft whereby the Company has exchanged
its fleet of 14 Jetstream 31 aircraft for 20 newer and more powerful Jetstream
Super 31 aircraft. The Company believes that these acquisitions will reduce
operating expense and improve performance measures, such as on-time departures
and arrivals, denied boardings and cancellations; however, there can be no
assurance that improved operating results will continue or that the Agreement
will be extended as a result by US Airways.

Financial Effects of Change in Fleet Plan. The change in fleet plan described
above resulted in a charge to earnings of $9,881,000 relating to the settlement
of obligations for the returned aircraft and to a reduction in value of all
assets and leasehold improvements related to the returned aircraft. In addition,
the Company adopted a change in accounting principle with respect to overhauls
for engines, propellers, and landing gear. The Company implemented this change
so that the method of accounting would more closely emulate the requirements and
expenses of overhauls for those components under its new lease agreements.
Implementation of this change necessitated the write-off of previously
capitalized items in an amount of $12,982,000. As a result, the Company reported
a working capital deficit of approximately $14,624,000 as of June 30, 1998,
meaning that the Company does not have sufficient current assets to retire its
current liabilities. The Company plans to reduce this deficit by increasing its
current assets, by reducing current liabilities and by converting current
liabilities into long-term liabilities. The restructuring of the aircraft fleet
is expected to reduce operating costs and provide cash flow to reduce current
liabilities. However, the Company's ability to achieve increases in cash flow is
dependent upon many factors outside of its control, such as fare discounting
that would adversely impact revenues, and increases in fuel costs that would
increase expenses. The Company intends to replace $7,920,000 of the $9,725,000
short-term note referred to above with a long-term obligation. The Company's
ability to change the nature of its obligation will depend upon the net proceeds
achieved from sales by the lessor of the Company's common stock and the payment
by the Company of any deficiencies in the net

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proceeds achieved. The Company can offer no assurances that cash flow increases
will result in a significant reduction of its working capital deficit.

Liquidity. The Company's ability to meet its liquidity requirements is dependent
upon its ability to obtain sufficient cash flow from operations. At June 30,
1998, the Company had cash and cash equivalents of $5,450. In addition to the
normal operating expenses incurred in scheduled airline operations, the Company
anticipates incurring expenditures related to the return of the Jetstream
aircraft. The return conditions entail performing certain engine overhauls and
other major component overhaul and repair per the original leases. These
expenditures are currently estimated to be approximately $750,000 in the
aggregate.

The key element to the operating results of the Company is the level of the
yield per revenue per passenger mile. While the yield for March through June,
1998 has met Company projections, the future yield could be affected by fare
discounting beyond the control of the Company. If operating cash flows and the
Company's $4,000,000 line of credit with an affiliate of British Aerospace are
insufficient to meet obligations, the Company may issue shares of Common Stock,
secure short-term loans from officers and directors or extend terms with trade
creditors. To the extent that the Company uses equity financing, shareholders'
interest in the Company will be diluted.

Competition. The principal competition for the Company is the air service
provided by major and other regional air carriers operating from hub airports in
Atlanta, Cincinnati, and Raleigh/Durham. From these hub airports, Delta Air
Lines ("Delta"), Midway Airlines ("Midway") and their affiliates offer service
to some destinations also served by US Airways through its hub operations at the
Charlotte/Douglas International Airport. The Company competes with Delta and
Midway and with regional air carriers that have joint marketing agreements with
them for passengers traveling to destinations served through hub airports. The
principal customers for these services are business travelers and competition is
based upon scheduling and flight connections, reliability and, to a lesser
extent, pricing. The Company constantly reviews its scheduling and the frequency
of its flights to reduce the layover time experienced in connecting with a US
Airways flight, in order to minimize the length of the combined trip and to
compete with similar service offered by Delta or Midway.

Reliance on Key Employee. The Company's operations are dependent upon the
services of its President, Mr. Kenneth W. Gann. The loss of Mr. Gann's services
could have a material adverse effect on the Company. The Company maintains a
$600,000 key-man life insurance policy on Mr. Gann, the proceeds of which are
payable to the Company. Mr. Gann serves the Company under a three-year renewable
employment agreement.

Dilution. The consummation of the offering made hereby will not result in
substantial dilution of existing shareholders of the Company. However, the
Company is not able to predict the effect, if any, this offering will have on
the market price for the Company's Common Stock.

Issuance of Additional Shares. The Company will continue to use shares of its
common stock to satisfy obligations and to provide cash flow. The Company has
issued rights to acquire shares of common stock as additional consideration for
loans, for services rendered to the Company and in connection with certain lease
arrangements. While the Company has issued those rights with exercise prices
equivalent to the market value of the shares on the date of issue, the rights
will generally be exercised only if the exercise price is less than the current
market price. These

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<PAGE>

transactions will increase the number of shares of the Company's common stock
that are held for sale and may adversely affect the market price and the
liquidity of the Company's common stock.

No Dividends. The Company has not paid any dividends on its Common Stock and
does not intend to pay dividends in the foreseeable future.

Nasdaq SmallCap Market Listing; "Penny Stock" Rules. Although the Common Stock
is listed on the Nasdaq SmallCap Market, there can be no assurance that such
listing will be maintained. Although the Company currently does meet the Nasdaq
listing maintenance requirements, the Company is relying upon the value of its
market capitalization (approximately $36.3 million as of July 29, 1998) to
maintain its listing. If the value of its market capitalization falls below $35
million, the Company would not meet the listing maintenance requirements. In
that circumstance, the Company would request a temporary exception to those
requirements, based upon its net income in 1998 ($2.65 million for the six-month
period ended June 30, 1998 as compared to a listing requirement of $500,000 in
annual net income). There can be no assurance that Nasdaq will grant the
exception.

If no exception is granted by Nasdaq, the Common Stock would be subject to the
rules promulgated under the Securities Exchange Act of 1934 relating to "penny
stocks" which apply to non-Nasdaq Companies whose stock trades at less than $5
per share or whose tangible net worth is less than $2,000,000. These rules
require brokers who sell securities subject to such rules to persons other than
established customers and "accredited investors" to complete certain
documentation, make suitability inquiries of investors and provide investors
with certain information concerning the risks of trading in the security. These
rules may restrict the ability of brokers to sell the Company's Common Stock and
may affect the ability of purchasers in this offering to sell such Common Stock
in the secondary market.

USE OF PROCEEDS

The Company has delivered the Shares to the Selling Shareholder in accordance
with an Option Agreement (the "Option") dated March 31, 1998, between the
Selling Shareholder and the Company. The Option gave the Company the right to
prepay by August 31, 1998, a Short-Term Note in the amount of $9,725,012 held by
the Selling Shareholder.

The prepayment will consist of (i) cash or fully registered Common Stock having
a value of $1,595,000 plus interest of seven percent (7%) per annum on the
Short-Term Note (the "Option Payment") and (ii) a 7% convertible subordinated
note due 2004 in the original principal amount of $7,920,000. The cash portion
of the prepayment was established on March 31, 1998 at $1,805,012, but that
amount has been reduced by credits allowed by the Selling Shareholder in the
amounts of $130,000 for spare parts and $80,000 for spare parts documentation
delivered to the Selling Shareholder by the Company. The Company has elected in
accordance with the terms of the Option to use fully registered Common Stock to
make the prepayment. Under the terms of the Option, the Company has delivered
the Shares to the Selling Shareholder for resale.

The Selling Shareholder will sell the Shares (as described below under heading
"Selling Shareholder") and apply the net proceeds of such sale to the
outstanding indebtedness. Between August 24, 1998 and August 28, 1998, the
Selling Shareholder will provide to the Company with an accounting of the net
proceeds from the sale of the Shares and return any unsold Shares. If any amount
of the Option Payment remains unpaid, the Company will be required to pay the
remaining amount, in cash, on or before August 31, 1998.

9
<PAGE>

SELLING SHAREHOLDER

The offer and sale by the Company of the Shares to the Selling Shareholder
pursuant to the Option and the resale of the Shares by the Selling Shareholder
is being made pursuant to a Registration Statement on Form S-2, of which this
Prospectus forms a part.

The following table sets forth the number of shares of Common Stock owned
beneficially by the Selling Shareholder as of July 30, 1998 and the number of
shares which may be offered to this Prospectus. This information is based upon
information provided by the Selling Shareholder.

Shares Beneficially Owned Shares Beneficially Owned
Prior to Offering After The Offering(1)
Name of ------------------------- -------------------------
Selling Shareholder Shares Percentage(2) Shares Percentage(2)
- ------------------- ------ ------------- ------ --------------
Lynrise Air Lease, Inc. 500,000 5.6% 0 --%
- --------------

(1)All Shares registered hereby will be sold by the Selling Shareholder or
returned to the Company.

(2)The total number of shares of common stock outstanding on July 30, 1998 was
8,915,695.

PLAN OF DISTRIBUTION

The Selling Shareholder has advised the Company that it will sell all or part of
the Shares in one or more transactions (which may involve block transactions) in
the over-the-counter market, on the Nasdaq SmallCap Market (or any exchange on
which the Shares may then be listed), in negotiated transactions, through the
writing of options on the Shares (whether such options are listed on an options
exchange or otherwise), or a combination of such methods of sale, at market
prices prevailing at the time of such sales or at negotiated prices. The Selling
Shareholder may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Shareholder
or purchasers of the Shares for whom they may act as agent (which compensation
may be in excess of customary commissions). In connection with such sales, the
Selling Shareholder and any participating brokers and dealers may be deemed to
be "underwriters" as defined in the Securities Act. Neither the Company nor the
Selling Shareholder can presently estimate the amount of commissions or
discounts, if any, that will be paid by the Selling Shareholder on account of
their sale of the Shares from time to time.

Under the securities laws of certain states, the Shares may be sold in such
states only through registered or licensed brokers or dealers. In addition, in
certain states the Shares may not be sold unless the Shares have been registered
or qualified for sale in such state or an exemption from registration or
qualification is available and is complied with.

The Selling Shareholder and other persons participating in the distribution of
the Shares offered hereby are subject to the applicable requirements of
Regulation M promulgated under the Exchange

10
<PAGE>

Act in connection with the sale of the Shares. Under Rule 101 of Regulation M,
the Selling Shareholder and other persons participating in the distribution may
not engage in market activities with respect to the Common Stock for the
applicable period thereunder prior to the commencement of the distribution. In
addition, Rule 102 of Regulation M will prohibit Selling Shareholder and their
affiliated purchasers from bidding for, purchasing or attempting to induce any
person to bid for or purchase shares of Common Stock until the Selling
Shareholder' participation in the distribution is completed.

DESCRIPTION OF CAPITAL STOCK

The Company is authorized to issue 30,000,000 shares of Common Stock, $0.01 par
value per share. As of July 30, 1998, there were 8,915,695 shares of Common
Stock outstanding held of record by approximately 2,700 shareholders. The Common
Stock is not divided into classes, and there are no dividend rights, terms of
conversion, redemption provisions, preemptive rights or other relative rights,
preferences or limitations established with respect to the Common Stock.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Company's Bylaws mandate that expenses incurred by a director in defending a
civil or criminal action arising by reason of his/her status as a director of
the Company will be advanced by the Company, provided the director commits to
repay the advanced amount if it is ultimately determined that such individual is
not entitled to indemnification under the Delaware General Corporation Law.
Accordingly, the Company will provide indemnity protection to its directors in
all cases other than those in which the actions of a director may be considered
clear violations of his/her duties to the Company.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "1933 Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions or otherwise, the
Company has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable.

LEGAL MATTERS

The validity of the issuance of the Shares offered hereby has been passed upon
for the Company by Rayburn, Moon & Smith, P.A., Charlotte, North Carolina.

EXPERTS

The financial statements for the Transition Period incorporated by reference in
this Prospectus and registration statement have been audited by Arthur Andersen
LLP, independent public accountants and are incorporated herein by reference, in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report.

11
<PAGE>

NO DEALER, SALESPERSON OR ANY OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, BY ANY PERSON IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

TABLE OF CONTENTS

PAGE
----

Available Information ................................................ 2

Incorporation of Certain Information by Reference .................... 2

This Offering ......................................................... 3

Risk Factors .......................................................... 4

Use of Proceeds ....................................................... 9

Selling Shareholders ................................................... 10

Plan of Distribution ................................................. 10

Description of Capital Stock .......................................... 11

Indemnification of Officers and Directors ............................. 11

Legal Matters ......................................................... 11

Experts ............................................................... 12

500,000 SHARES

CCAIR, INC.

COMMON STOCK

----------------------------------------------
PROSPECTUS
----------------------------------------------

August 3, 1998

<PAGE>

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated expenses in connection with this offering are as follows:

AMOUNT
------

Registration Fee ......................... $636.09
Nasdaq Listing Fee ....................... ---
Legal fees and expenses .................. ---
Accounting fees and expenses ............. ---
Miscellaneous ............................ ---

Total .............................. $---

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under provisions of Delaware law and the Company's Bylaws, directors, officers
and controlling persons of the Company may be entitled to indemnification by the
Company against liabilities arising out of any suit or proceeding, whether
civil, criminal, administrative or investigative, including a suit or proceeding
under the Securities Act of 1933, to which they were a party by reason of
serving as a director, officer, employee or agent of the Company. Such
provisions require the Company to indemnify any such person against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding upon a determination, by a majority vote of a quorum of the
Board of Directors consisting of directors who were not parties to such action,
suit or proceeding, or by independent legal counsel in a written opinion, or by
the stockholders of the Company, that such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Absent such determination,
the Company may, by a vote of the disinterested directors or the stockholders
and to the extent permitted by applicable law, indemnify any such person against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such suit or proceeding.

ITEM 16. EXHIBITS

The following exhibits are included as a part of this Registration Statement:

II-1
<PAGE>

EXHIBIT
NUMBER DESCRIPTION
- ------ -----------

2.1 Plan of Reorganization of CCAIR, Inc., effective September 3,
1991(5)

5.1 Opinion of Rayburn, Moon & Smith, P.A.

10.1(a) The Company's Stock Option Plan dated May 18, 1989 with forms
of Incentive Stock Option Agreement and Nonqualified Stock
Option Agreement attached. (1)

10.1(b) Amendment to the Amended and Restated Stock Option Plan,
dated February 6, 1992. (6)

10.1(c) Second Amended and Restated Stock Option Plan, dated February
6, 1993. (13)

10.1(d) Third Amended and Restated Stock Option Plan of the Company,
dated February 23, 1994. (10)

10.1(e) Fourth Amended and Restated Stock Option Plan of the Company,
dated November 15, 1994. (14)

10.2(a) Agreement dated October 16, 1991 between CCAIR, Inc. and The
Air Line Pilots in the service of CCAIR, Inc. as represented
by the Air Line Pilots Association International. (6)

10.2(b) Letter of Agreement amendment dated December 14, 1991 between
CCAIR, Inc. and The Air Line Pilots in the service of CCAIR,
Inc. as represented by the Air Lines Pilots Association
International. (6)

10.2(c) Letter of Agreement amendment dated February 28, 1992 between
CCAIR, Inc. and The Air Line Pilots in the service of CCAIR,
Inc. as represented by The Air Line Pilots Association
International. (6)

10.2(d) Letter of Agreement amendment dated February 28, 1992 between
CCAIR, Inc. and The Air Line Pilots in the service of CCAIR,
Inc. as represented by The Air Line Pilots Association
International. (6)

10.3(a) Service Agreement between USAir, Inc. and CCAIR, Inc. dated
November 1, 1988. (1)

10.3(b) First Amendment to Service Agreement between USAir, Inc. and
CCAIR, Inc., dated July 1, 1990. (3)

10.3(c) Supplemental Agreement between USAir, Inc., and CCAIR, Inc.,
dated July 30, 1990. (4)

II-2
<PAGE>

10.3(d) Second Amendment to Service Agreement between USAir, Inc.,
and CCAIR, Inc., dated January 23, 1991. (4)

10.3(e) Third Amendment to Service Agreement between USAir, Inc., and
CCAIR, Inc., dated August 1, 1991. (8)

10.3(f) Ground Handling Agreement, dated February 1, 1994, between
CCAIR, Inc., and USAir, Inc. (10)

10.4(a) Loan Agreement dated as of September 4, 1991, between CCAIR,
Inc., and NCNB National Bank of North Carolina. (4)

10.4(b) Revolving Credit Promissory Note by CCAIR, Inc. in favor of
NCNB National Bank of North Carolina, dated September 4,
1991. (4)

10.4(c) Security Agreement dated as of September 4, 1991, between
CCAIR, Inc., and NCNB National Bank of North Carolina. (4)

10.4(d) Loan Purchase Agreement dated as of September 4, 1991, by and
among NCNB National Bank of North Carolina, British
Aerospace, Inc., and CCAIR, Inc. (4)

10.4(e) Security Agreement dated as of September 4, 1991, between
CCAIR, Inc. and British Aerospace, Inc. An identical
agreement was executed with Jet Acceptance Corporation as of
September 4, 1991, and is not filed herewith. (4)

10.4(f) Pledge of Cash Collateral Account dated as of September 4,
1991, by and among CCAIR, Inc., NCNB National Bank of North
Carolina, British Aerospace, Inc., and Jet Acceptance
Corporation. (4)

10.4(g) Loan Agreement dated as of August 14, 1992 between CCAIR,
Inc. and NationsBank of North Carolina, N.A. (6)

10.4(h) Agreement dated as of January 17, 1994 among CCAIR, Inc.,
NationsBank of North Carolina, N.A., British Aerospace, Inc.
and Jet Acceptance Corporation. (10)

10.4(h)(i) Assignment and Bill of Sale dated as of January 10, 1995 by
and among CCAIR, Inc., NationsBank of North Carolina, N.A.,
British Aerospace, Inc. and Jet Acceptance Corporation. (16)

10.5 Common Stock Purchase Agreement dated as of December 4, 1997
by and among CCAIR, Inc., and Robert Priddy, Bonderman Family
Limited Partnership, Hakatak Enterprises, Inc., Nominee, Par
Investment Partners, L.P. and Jonathan G. Ornstein. (19)

II-3
<PAGE>

10.6 Form of Operating Lease between Jet Acceptance Corporation and
CCAIR, Inc., dated as of November 24, 1997, for 20 aircraft
with Serial Numbers N941AE, N962AE, N928AE, N943AE, N964AE,
N942AE, N957AE, N963AE, N920AE, N961AE, N966AE, N959AE,
N965AE, N952AE, N919AE, N958AE, N913AE, N927AE, N914AE,
N930AE. (18)

10.7(a) Settlement Agreement by and between CCAIR, Inc., and Lynrise
Air Lease, Inc. dated as of March 31, 1998. (18)

10.7(b) Registration Rights Agreement by and among CCAIR, Inc., and
Lynrise Air Lease, Inc. (18)

10.7(c) Form of 7% Convertible Subordinated Note Due 2004. (18)

10.7(d) Option Agreement dated as of March 31, 1998 by and between
CCAIR, Inc. and Lynrise Air Lease, Inc.

10.10(a)(i) Lease Agreement effective as of April 19, 1991 between the
Asheville Regional Airport Authority and CCAIR, Inc. (4)

10.10(a)(ii) Letter dated August 28, 1991 by Asheville Regional Airport
Authority amending Lease. (4)

10.10(b) Lease Agreement dated July 5, 1989 between Clarke County
Airport Authority and CCAIR, Inc. (4)

10.10(c) Agreement dated October 10, 1987 between the Central West
Virginia Regional Airport Authority and CCAIR, Inc. (1)

10.10(d) Commuter Airline Agreement and Lease dated May 20, 1988
between the City of Charlotte and CCAIR, Inc. (1)

10.10(e) Agreement dated July 16, 1991 between the Chattanooga
Metropolitan Airport Authority and CCAIR, Inc. (4)

10.10(f) Airport Use and Lease Agreement entered into as of January 1,
1989 between the Richland-Lexington Airport District and
CCAIR, Inc. (4)

10.10(g) Agreement dated July 1, 1988 between the City of Danville,
Virginia and CCAIR, Inc. (1)

10.10(h) Airport Use and Lease Agreement dated November 1, 1982
between Greenville-Spartanburg Airport District and Sunbird,
Inc. (1)

10.10(i)(i) Letter Agreement dated July 13, 1988 from CCAIR, Inc. to
Tri-State Airport Authority. (1)

II-4
<PAGE>

10.10(i)(ii) Letter dated February 25, 1991 by Tri-State Airport Authority
amending Lease. (4)

10.10(j)(i) Airport Use Agreement dated March 1, 1988 between the Board
of Commissioners of Onslow County and CCAIR, Inc. (1)

10.10(j)(ii) Amendment to Lease dated July 15, 1988 between the same
parties. (1)

10.10(k) Operating Agreement dated April 15, 1987 between Metropolitan
Knoxville Airport Authority and CCAIR, Inc. (1)

10.10(l) Lease Agreement dated March 1, 1988 between the City of Macon
and CCAIR, Inc. (1)

10.10(m) Letter Agreement dated September 5, 1990 between New Hanover
County and CCAIR, Inc. (4)

10.10(n) Lease Agreement dated May 1, 1989 between Tri-City Airport
Commission and CCAIR, Inc. (4)

10.10(o) Use Agreement dated May 1, 1991 between Airport Commission of
Forsyth County and CCAIR, Inc. (4)

10.10(p) Letter from Pitt County - City of Greenville Airport
Authority dated May 31, 1990 announcing fee structure. (4)

10.10(q) Airport Use Agreement dated May 1, 1991 between Raleigh
County Airport Authority and CCAIR, Inc. (4)

10.10(r) Letter Agreement dated July 7, 1990 between Mercer County
Airport Authority and CCAIR, Inc. (4)

10.10(s) Contract for Conduct of Commercial Flight Operations dated
September 1, 1991 between Maryland Aviation Administration
and CCAIR, Inc. (6)

10.29(a) Commercial Use Permit between CCAIR, Inc., and City of
Charlotte, North Carolina dated April 1, 1991, relating to
Old Terminal Building at Charlotte/Douglas International
Airport. (4)

10.29(b) Commercial Use Permit dated April 15, 1992 between the City
of Charlotte and CCAIR, Inc. (6)

10.30(a) Flight Attendant Agreement between CCAIR, Inc., and the
Flight Attendants in the service of CCAIR, Inc., as
represented by the Association of Flight Attendants effective
May 22, 1991. (4)

II-5
<PAGE>

10.30(b) Letter of Agreement amendment dated May 6, 1992 between
CCAIR, Inc. and the Flight Attendants in service of CCAIR,
Inc. as represented by the Association of Flight Attendants.
(6)

10.31 Letter Agreement dated February 27, 1991 between Pennsylvania
Airlines and CCAIR, Inc. (4)

10.32(a) Purchase Agreement No. 8-0237, dated as of February 23, 1992
between CCAIR, Inc. and de Havilland Inc. (successor to
Boeing of Canada, Ltd., a Delaware corporation, through its
de Havilland Division) as amended by letter agreements
attached thereto for two de Havilland DHC-8-102 Aircraft
(N8800CC) and (N881CC). (6)

10.32(b) Purchase Agreement Assignment between CCAIR, Inc. and Mellon
Financial Services Corporation #3 dated as of May 15, 1992
(N88OCC). This Purchase Agreement Assignment is substantially
identical to Purchase Agreement Assignment (N881CC), dated as
of May 15, 1992, not filed herewith. (6)

10.32(c) Lease Agreement between CCAIR, Inc. and Mellon Financial
Services Corporation #3 dated as of May 15, 1992 (N880CC).
This Lease Agreement is substantially identical to Lease
Agreements (N881CC), (N882CC) and (N883CC) dated as of May 15,
1992, not filed herewith. (6)

10.32(d) Lease Supplement #1 between CCAIR, Inc. and Mellon Financial
Services Corporation #3 dated as of May 22, 1992 (N880CC).
This Lease Supplement #1 is substantially identical to Lease
Supplements (N881CC), (N882CC) and (N883CC) dated as of May
22, June 1 and June 12, 1992, respectively, not filed
herewith. (6)

10.32(e) Tax Indemnity Agreement between CCAIR, Inc. and Mellon
Financial Services Corporation #3 dated as of May 15, 1992
(N880CC). This Tax Indemnity Agreement is substantially
identical to Tax Indemnity Agreements (N881CC), (N882CC), and
(N883CC) dated as of May 15, 1992, not filed herewith. (6)

10.32(f) Assignment and Assumption Agreement dated as of November __,
1995 between C.I.T. Leasing Corporation and Mellon Financial
Services Corporation #3. (16)

10.32(g) Aircraft Lease Termination dated as of November ___, 1995
between Mellon Financial Services Corporation #3 and CCAIR,
Inc. (16)

10.33(a) Lease Agreement (Spares) between CCAIR, Inc. and Mellon
Financial Services Corporation #3 dated as of August 14,
1992. (6)

10.33(b) Lease Supplement between CCAIR, Inc and Mellon Financial
Services Corporation #3 dated as of August 28, 1992. (6)

II-6
<PAGE>

10.33(c) Tax Indemnity Agreement between CCAIR, Inc and Mellon
Financial Services Corporation #3 dated as of August 14,
1992. (6)

10.34 Agreement dated January 1, 1994 between CCAIR, Inc. and the
Mechanics and related employees in the service of CCAIR as
represented by the International Brotherhood of Teamsters.
(13)

10.35 Employment Agreement between Kenneth W. Gann and CCAIR, Inc.
dated February 8, 1994. (13)

10.36(a) Agreement dated November 14, 1994, by and among CCAIR, Inc.,
British Aerospace Holdings, Inc., formerly British Aerospace,
Inc., and Jet Acceptance Corporation. (16)

10.36(b) Acceptance Supplement No. 2 (N158PC) dated as of November 14,
1994 between Jet Acceptance Corporation and CCAIR, Inc. This
Acceptance Supplement No. 2 is substantially identical to
Acceptance Supplements No. 2 between Jet Acceptance
Corporation and CCAIR, Inc. (N164PC, N162PC, N159PC, N157PC,
N156PC, N190PC, N170PC, N169PC, N168PC, N163PC and N161PC),
notified herewith. (16)

10.37(a) Lease Agreement dated as of November 15, 1994 between C.I.T.
Leasing Corporation and CCAIR, Inc. for DHC-8-102 Aircraft
(Reg. No. 880CC). This Lease Agreement is substantially
identical to Lease Agreements dated as of November 15, 1994
between C.I.T. Leasing Corporation and CCAIR, Inc. for
DHC-8-102 Aircraft (Reg. No. 881CC, Reg. No. 882CC and Reg.
No. 883CC), not filed herewith. (16)

10.37(b) Lease Agreement (Spares) dated as of November 15, 1994
between C.I.T. Leasing Corporation and CCAIR, Inc. (16)

10.37(c) Lease Supplement No. 1 is substantially identical to Lease
Supplements No. 1 between C.I.T. Leasing Corporation and
CCAIR, Inc. for DHC-8-102 Aircraft (Reg. No. 881CC, Reg. No.
882CC and Reg. No. 883CC) and Lease Supplement No. 1
(Spares), not filed herewith. (16)

10.38(a) Amended and Restated Loan Agreement dated as of February 10,
1995, between JSX Capital Corporation and CCAIR, Inc. (16)

10.38(b) Revolving Note dated February 10, 1995 in the principal
amount of $2,500,000 by CCAIR, Inc. to the order of British
Aerospace Holdings, Inc. (16)

10.38(c) Amended and Restated Security Agreement dated as of February
10, 1995 between JSX Capital Corporation and CCAIR, Inc. (16)

II-7
<PAGE>

10.38(d) Amended and Restated Special Account and Disbursement
Authorization Agreement dated as of February 10, 1995 among
Wachovia Bank of North Carolina, N.A., CCAIR, Inc., British
Aerospace Holdings, Inc., Jet Acceptance Corporation and JSX
Capital Corporation. (16)

10.39 Letter Agreement dated September 28, 1995 between JSX Capital
Corporation and CCAIR, Inc. (17)

10.40 September 1995 Master Agreement among CCAIR, Inc., British
Aerospace Holdings, Inc., Jet Acceptance Corporation and JSX
Capital Corporation. (17)

10.41 Second Amendment to Amended and Restated Loan Agreement,
Related Loan Documents and Master Agreement as of July 9, 1997
between CCAIR, Inc., British Aerospace Holdings, Inc., Jet
Acceptance Corporation and British Aerospace Asset Management,
Inc. (18)

10.42 CCAIR, Inc. Directors' Compensation Stock Option Plan as of
November 14, 1996. (18)

10.43 Line of Credit Commitment as of October 8, 1996 between
Centura Bank and CCAIR, Inc. (18)

13.1 Transition Report on Form 10-K for period July 1, 1997 to
December 31, 1997, File No. 0-17846, as filed on May 11, 1998.

13.2 Quarterly Report on Form 10-Q for quarter ended June 30, 1998,
File No. 0-17846, as filed on July 29, 1998.

23.1 Consent of Arthur Andersen, LLP

23.2 Consent of Rayburn, Moon & Smith, P.A. (contained in Exhibit
5.1)*

24.1 Reference is made to the Signatures section of this
Registration Statement for the Power of Attorney contained
therein

- ---------------

(1) Incorporated by reference to Registration Statement on Form S-1, File No.
33-28967.
(3) Incorporated by reference to Annual Report on Form 10-K for the fiscal
year ended June 30, 1990, File No. 0-17846.
(4) Incorporated by reference to Annual Report on Form 10-K for the fiscal
year ended June 30, 1991, File No. 0-17846.
(5) Incorporated by reference to Current Report on Form 8-K, filed August 1,
1991.
(6) Incorporated by reference to Annual Report on Form 10-K for the fiscal
year ended June 30, 1992, File No. 0-17846.
(7) Incorporated by reference to Annual Report on Form 10-K for the fiscal
year ended June 30, 1993, File No. 0-17846.

II-8
<PAGE>

(8) Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
Statement on Form S-2, File No. 33-65878.
(9) Incorporated by reference to Current Report on Form 8-K/A, dated November
30, 1993, File No. 0-17846.
(10) Incorporated by reference to Registration Statement on Form S-2, File No.
33-77574.
(11) Incorporated by reference to Amendment No. 1 to Registration Statement on
Form S-2, File No. 33-77574.
(12) Incorporated by reference to Amendment No. 2 to Registration Statement on
Form S-2, File No. 33-77574.
(13) Incorporated by reference to Annual Report on Form 10-K for the fiscal
year ended June 30, 1994, File No. 0-17846.
(14) Incorporated by reference to Registration Statement on Form S-8 and Form
S-3, File No. 33-89832.
(15) Incorporated by reference to Quarterly Report on Form 10-Q for the
three-month period ended March 31, 1995, File No. 0-17846.
(16) Incorporated by reference to Post-Effective Amendment No. 1 to
Registration Statement on Form S-2, File No. 33-77574.
(17) Incorporated by reference to Annual Report on Form 10-K for the fiscal
year ended June 30, 1996, File No. 0-17846.
(18) Incorporated by reference to Transition Report on Form 10-K for the period
July 1, 1997 to December 31, 1997.
(19) Incorporated by reference to Registration Statement on Form S-3, File No.
333-46277, filed on February 13, 1998.

ITEM 17 UNDERTAKINGS

(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the shares offered therein, and the offering of such shares at that
time shall be deemed to be the initial bona fide offering thereof.

(b) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other

II-9
<PAGE>

than the payment by the registrant of expenses incurred or paid by a director,
officer, or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the shares being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

II-10
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on this Form S-2 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Charlotte, North Carolina, as of August 3, 1998.

CCAIR, Inc.

By: /s/
---------------------------------
Kenneth W. Gann
President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Kenneth W. Gann and Eric W. Montgomery true and
lawful attorneys-in-fact, each acting alone, with full powers of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any or all amendments, including any post-effective
amendments, to this registration statement, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorneys-in-fact or their substitutes, each acting alone, may lawfully do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated as of August 3, 1998.

/s/
- ------------------------------------------------------
Kenneth W. Gann, Chief Executive Officer,
President and Director (Principal Executive Officer)

/s/
- ------------------------------------------------------
Eric W. Montgomery, Vice President,
Secretary, Treasurer and Controller and Director
(Principal Financial Officer)

/s/
- ------------------------------------------------------
George Murnane, III, Director

/s/
- ------------------------------------------------------
Dean E. Painter, Jr., Director

/s/
- ------------------------------------------------------
Gordon Linkon, Director

/s/
- ------------------------------------------------------
K. Ray Allen, Director

<PAGE>

EXHIBIT INDEX