Exhibit 10.3

                                FIRST AMENDMENT

This First Amendment is entered and made as of October 6, 2000 (the
"Amendment") as an amendment to the Agreement dated as of July 29, 1994 by and
between US Airways, Inc. ("US Airways") (previously US Air, Inc.) and MESA
AIRLINES, INC., d/b/a/FLORIDAGULF AIRLINES ("Contractor") (the "Agreement").

                                  WITNESSETH:

WHEREAS, US Airways and Contractor have entered into the Agreement; and

WHEREAS, US Airways and Contractor desire to amend certain provisions of the
Agreement;

NOW THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth and for good and valuable consideration, the receipt and
sufficiency of which is acknowledged, US Airways and Contractor hereby agree as
follows:

1. Section 9.01(a) of the Agreement is hereby amended by deleting that
provision in its entirety and substituting the following language in lieu
thereof:

     "(a) This Agreement will become effective on the date first written above
     and will continue in effect thereafter through July 29, 2005, unless it is
     terminated at an earlier date pursuant to one or more of the provisions of
     this Article 9."

2. Except as amended hereby, the Service Agreement shall remain in full force
and effect.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the day and year first above
written.

MESA AIRLINES, INC.                       US AIRWAYS, INC.



/s/ Jonathan Ornstein                     /s/ Thomas M. Hanley    10/16/00
- -----------------------------------       ----------------------------------
By: Jonathan Ornstein                     By: Thomas M. Hanley
Title: Chairman                           Title: Vice President
                                                 US Airway Express