Mesa Air (MESA) 8-K Mesa Air Group, Inc. Announces Proposed Offering of Convertible Notes

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)           February 5, 2004        

MESA AIR GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-15495	85-0302351
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

410 North 44th Street, Suite 700, Phoenix, Arizona (Address of principal executive offices)	85008 (Zip Code)
Registrant’s telephone number, including area code:	(602) 685-4000

ITEM 5. OTHER EVENTS

On February 4, 2004, Mesa Air Group, Inc. issued a press release announcing its intention to sell, subject to market and other conditions, $100 million issue price of Convertible Notes due 2024 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933.

The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 7. EXHIBITS

99.1 Press Release dated February 4, 2004.

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MESA AIR GROUP, INC.
	By	/S/ GEORGE MURNANE III
		Executive vice President and CFO
Dated: February 5, 2004

Exhibit Number	Description
99.1	Press Release dated February 4, 2004