Exhibit 10.15(a)


                             LEASE SUPPLEMENT N0. 1

     THIS LEASE SUPPLEMENT NO.1, dated as of AUG 25, 1998, between McDonnell
Douglas Finance Corporation ("Lessor") and Chautauqua Airlines, Inc.
("Lessee");

                               W I T N E S S E T H

     WHEREAS, Lessor and Lessee have heretofore entered into that certain Lease
Agreement dated as of August 1, 1988 (herein called the "Lease" and the terms
defined therein being herein used with the same meaning), which Lease provides
for the execution and delivery from time to time of Lease Supplements each
substantially in the form hereof for the purpose of leasing the Aircraft under
the Lease as and when delivered by the Lessor to the Lessee in accordance with
the terms thereof;

     NOW, THEREFORE, in consideration of the premises and other good and
sufficient consideration, and pursuant to Article 2 of the Lease, the Lessor and
the Lessee hereby agree as follows:

     1.    The Lessor hereby delivers and leases to the Lessee, and the Lessee
     hereby accepts and leases from the Lessor, under the Lease Agreement, as
     herein supplemented, the following:

     (i)   Airframe: Saab Scania AB, Saab SF340A, FAA Registration N125CH,
     manufacturer's serial no, 340A-125.

     (ii)  Engines: General Electric model CT7--5A2, manufacturer's serial nos.
     GE-E-367421K and GE-E-367422K (each of which engines has 750 or more rated
     takeoff horsepower);

     (iii) Propellers: Dowty Rotol model (c)R354/4-123-F/13, manufacturer's
     serial nos. URG/2023/88 and DRG/4407/88 (each of which Propellers is
     capable of absorbing 750 or more rated takeoff shaft horsepower); and

     (iv)  Such other further and additional equipment as may be specified in
     any attached invoices.

     All the foregoing is hereinafter referred to as the "Delivered Equipment."

                                       1


------------
Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment under Rule 406 of the Securities Act of 1933. The
omitted materials have been filed separately with the Securities and Exchange
Commission.



          manufacturer's serial numbers DRG/5453/88 and DRG/5454/88 (the
          "Propellers"), to which were attached the Purchase Option Agreement
          dated September 29, 1988 (the "option Agreement") between the Lessor
          as grantor and the Lessee as grantee and the Assignment of Lease
          Agreement dated as of August 25, 1988 (the "Lease Assignment") between
          the Lessee as assignor and Manufacturers Hanover Trust Company of
          California, as Trustee (the "Trustee") under the Second Amended and
          Restated Trust Agreement dated as of June 25, 1987 (the "Trust
          Agreement"), were recorded as Conveyance No. D93469; and

     (c)  Lease Supplement No. 2 dated as of September 29, 1988 (the "Sublease
          Supplement") between the Trustee as sublessor and Chautauqua Airlines,
          Inc. as sublessee (the "Sublease"), which supplemented the Lease
          Agreement dated as of August 15, 1988 (the "Sublease") between the
          Lessee as sublessor and the Sublessee to cover the Aircraft, the
          Engines and the Propellers, which was assigned by the Lessee to the
          Trustee pursuant to the Assignment and Assumption of Lease Agreement
          dated as of August 25, 1988 (the "Sublease Assignment"), was recorded
          as Conveyance No. D93470.

     Subsequent to the recordations mentioned above, we examined the records
maintained by the FAA for the Aircraft and what were represented to us by FAA
personnel as being all of the encumbrance cross-reference index cards in
existence for the Engines and the Propellers. Based upon such examination, it is
our opinion that:

     (a)  the retained legal title to the Aircraft is vested in the Lessor, with
          a Certificate of Aircraft Registration duly issued to the Trustee
          pursuant to and in accordance with the provisions of the Federal
          Aviation Act of 1958, as amended (the "Act");

     (b)  the Aircraft, the Engines and the Propellers are free and clear of any
          Liens (as such term is defined in the Lease) except such as are
          created by the Lease, as supplemented by the option Agreement and as
          assigned by the Lease Assignment, and the Sublease, as assigned by the
          Sublease Assignment and as supplemented by the Sublease Supplement;
          and



     (c)  the FAA Bill of Sale, the Lease with the Option Agreement and the
          Lease Assignment attached and the Sublease supplement have been duly
          recorded by the FAA pursuant to and in accordance with the provisions
          of the Act.

          This opinion is subject to the same limitations and exceptions as were
set forth in the last paragraph of our opinion letter to you dated September 29,
1988, covering the Aircraft, the Engines and the Propellers.

                                             Very truly yours,
                                             /s/ Preston G. Gaddis II
                                             PRESTON G. GADDIS II
                                             For the Firm
PGG:RDJ:kh/130015
370PGG88