JET USA AIRLINES INC
8-A12G, 1996-07-16
AIR TRANSPORTATION, SCHEDULED
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   -----------

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                             Jet USA Airlines, Inc.
- - --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


Delaware                                                             94-3191523
- - -------------------------------------------------         ----------------------
(State of Incorporation or Organization)                  (I.R.S. Employer
                                                           Identification no.)

620 Portsmouth Lane, Foster City, CA                                      94404
- - -------------------------------------------------         ----------------------
(Address of principal executive offices)                  (zip code)

If  this   Form   relates   to  the          If  this   Form   relates   to  the
registration  of a  class  of  debt          registration  of  a  class of  debt
securities  and is  effective  upon          securities   and   is   to   become
filing    pursuant    to    General          effective  simultaneously  with the
Instruction  A(c)(1)  please  check          effectiveness   of   a   concurrent
the following box. [ ]                       registration  statement  under  the
                                             Securities  Act of 1933 pursuant to
                                             General  Instruction A(c)(2) please
                                             check the following box. [ ]       

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

Title of Each Class to                          Name of Each Exchange on Which
   be so Registered                              Each Class is to be Registered
- - ----------------------                           ------------------------------

None
- - ----------------------                           ------------------------------

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

Common Stock,  par value $.001;  Common Stock  Warrants,  exercise  price varies
- - --------------------------------------------------------------------------------
                                (Title of class)


<PAGE>



Item 1.     Description of Registrant's Securities to be Registered.


         A  description  of the  Common  Stock  to be  registered  hereunder  is
contained in the section entitled "Description of Securities" commencing at page
41 of  the  Prospectus  included  in the  Registrant's  Form  SB-2  Registration
Statement,  filed with the Securities and Exchange Commission (the "Commission")
on May 15, 1996, and at page 43 of the Prospectus included in Amendment No. 1 of
the Registrant's  Form SB-2  subsequently  filed with the Commission on June 17,
1996, and are incorporated herein by reference.

Item 2.     Exhibits.

       Exhibit
       Number   Description
       -------  -----------
       2.1          Certificate of Incorporation of the Registrant(1)
       2.2          Bylaws of the Registrant(1)


       (1)Filed as an exhibit to Registrant's Form SB-2 Registration  Statement,
filed initially with the Securities and Exchange Commission on May 15, 1996, and
Amendment No. 1 to Registrant's  Form SB-2 Registration  Statement  subsequently
filed on June 17, 1996, and incorporated herein by reference.


<PAGE>


                                    SIGNATURE

       Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has caused this  registration  statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                    JET USA AIRLINES, INC.
                                    -------------------------------------------
                                    (Registrant)




Date:  July 16, 1996                        By:    /s/ Stanley M. Cobb, Jr.
                                                ---------------------------
                                                     Stanley M. Cobb, Jr.
                                                     President and
                                                     Chief Executive Officer

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