Exhibit 10.7(b)

                                SECOND AMENDMENT

This Second Amendment is entered and made as of December 20, 2000 (the
"Amendment") as an amendment to the Chautauqua Jet Service Agreement dated as of
March 19, 1999, by and betwccn US Airways, Inc. ("US Airways") and CHAUTAUQUA
AIRLINES. INC. ("Chautauqua") as amended by the First Amendment dated as of
September 6, 2000 (as amended, the "Agreement").

                                   WITNESSETH:

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

WHEREAS, US Airways and Chautauqua desire to further 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 Chautauqua hereby agree as follows:

1. Section 2.1 is hereby amended by deleting [*] as stated in item 1 of the
First Amendment and replacing it with, [*] which have an engine performance
rating at least as high as the rating provided by the Rolls Royce engine with
an AIP rating. Chautauqua represents that all aircraft delivered after [*]
shall be configured with the AIP performance rating, subject to FAA
certification, and that Chautauqua shall use its best efforts to retro-fit
the existing US Airways ERJ Fleet with, the AIP performance modification in a
timely manner.

2. Exhibit 2.1 of the Agreement is hereby deleted in its entirety and replaced
with Exhibit 2.1 attached hereto.

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* Confidential


3. (a) Exhibit 5.1 of the Agreement is hereby deleted in its entirety and
   replaced with Exhibit 5.1 attached hereto as of December 20, 2000.

   (b) US Airways reserves the right but not the obligation to provide Hull
   Insurance and Passenger Liability Insurance at the levels specified in the
   Section 6 of the Agreement or at mutually agreed levels in lieu of payment
   far Hull Insurance and Passenger Liability Insurance as specified in the
   Pricing Model.

4. As of the date when the [*] aircraft is placed into service, Section 5.5
is hereby amended by deleting " [*] as stated in the first sentence of
Section 5.5 and replacing it with" [*].

5. Section 7.1 of the Agreement is hereby deleted in its entirety and the
following is substituted in lieu thereof:

"7.1 This Agreement is effective as of [*] and Services provided hereunder
will continue, without interruption until [*] unless it is terminated on an
earlier date pursuant to the provisions of this Article 7 of the Agreement.
US Airways will have the right to extend the term of this Agreement by [*]
upon [*] notice prior to the end of the initial term."


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Except as amended hereby, the Agreement remains unchanged in all other respects.
Upon its execution, this Second Amendment, together with the Agreement, will be
the complete and binding understanding of the parties with respect to the terms
and conditions of the Agreement, as amended by the terms set forth heroin.

     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.

     CHAUTAUQUA AIRLINES, INC.               US AIRWAYS, INC.

     /s/ Bryan Bedford                       /s/ Thomas M. Hanley
    ------------------------                --------------------------
     By:    Bryan Bedford                    By:    Thomas M. Henley
     Title: President                        Title: Vice President, US Airways

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EXHIBIT 2.1 IMPLEMENTATION SCHEDULE OF AIRCRAFT DEPLOYMENT



                                  NUMBER OF
DATE                         OPERATIONAL AIRCRAFT

                               
Date of Amendment                 [*]

January 2001                      [*]

May 2001                          [*]

July 2001                         [*]

July 2001                         [*]

August 2001                       [*]

September 2001                    [*]

September 2001                    [*]

October 2001                      [*]

October 2001                      [*]

November 2001                     [*]

December 2001                     [*]

December 2001                     [*]

January 2001                      [*]

February 2002                     [*]

March 2002                        [*]



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* Confidential


EXHIBIT 5.1 PRICING MODEL PER 2ND AMENDMENT

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]



[U.S AIRWAYS LOGO]

     DATA TRANSMITTAL. COVER SHEER

     Date: December 20, 2000

     Time: 4;05 PM

     To: Bryan Bedford / Fax: 317-484-6047

     From: Tom Hanley

     Number of Pages (including cover sheet): 8

     ===============================================================

     Comments:

     Re: Second Amendment














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