8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K/A

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

October 7, 2003

Date of Report (Date of earliest event reported)

MAIR HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Minnesota	0-17895	41-1616499
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Fifth Street Towers, Suite 1720
150 South Fifth Street
Minneapolis, MN 55402

(Address of Principal Executive Offices, including Zip Code)

(612) 333-0021

(Registrant’s Telephone Number, including Area Code)

PRELIMINARY NOTE        This amendment to Form 8-K is filed to add Exhibit 99.1 to the Form 8-K filed October 8, 2003.

Exhibit 99.1 was inadvertantly omitted from the original filing due to an error by the financial printer who performs the Registrant's EDGAR filings.

ITEM 5OTHER EVENTS

On October 7, 2003, MAIR Holdings, Inc. (the “Registrant”), Mesaba Aviation, Inc., a wholly owned subsidiary of the Registrant (“Mesaba Aviation”), and Northwest Airlines, Inc. (“Northwest”) entered into an amendment to the Regional Jet Services Agreement (the “Amendment”).  The Amendment modifies the Regional Jet Services Agreement dated October 25, 1996 among the Registrant, Mesaba Aviation and Northwest by:

1.Extending the date by which Northwest may give notice of early termination under the Regional Jet Services Agreement from October 28, 2003 to December 15, 2003.

2.Removing five Avro RJ85 aircraft from service, commencing on or after December 1, 2003, on dates to be determined by Northwest.

If Mesaba Aviation receives notice of termination from Northwest not later than December 15, 2003, the Regional Jet Services Agreement will terminate as of April 25, 2004.

Reference is made to the press release issued by the Registrant on October 7, 2003, relating to the matters described above, a copy of which is included as Exhibit 99.1.

ITEM 7FINANCIAL STATEMENTS AND EXHIBITS.

(c)Exhibits.

Exhibit 10.1Amendment to Regional Jet Services Agreement, dated October 7, 2003.

Exhibit 99.1Press Release, dated October 7, 2003.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 9, 2003
	MAIR HOLDINGS, INC.
	By:	/s/  Robert E. Weil
		Robert E. Weil
		Vice President, Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibit Number	Description
Exhibit 10.1	Amendment to Regional Jet Services Agreement, dated October 7, 2003.
Exhibit 99.1	Press Release, dated October 7, 2003.

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EX-10.1

Exhibit 10.1

AMENDMENT
TO
REGIONAL JET SERVICES AGREEMENT

AMENDMENT TO REGIONAL JET SERVICES AGREEMENT (this “Amendment”) dated as of October 7, 2003 by and among MAIR Holdings, Inc., a Minnesota corporation formerly known as Mesaba Holdings, Inc. (“MAIR”), Mesaba Aviation, Inc., a Minnesota corporation (“Mesaba”) and Northwest Airlines, Inc., a Minnesota corporation (“Northwest”).

WITNESSETH:

WHEREAS, MAIR, Mesaba and Northwest have entered into the Regional Jet Services Agreement dated as of the 25th day of October, 1996 (as amended to date, the “Agreement”);

WHEREAS, Northwest has advised MAIR and Mesaba that it is considering serving notice to terminate the Agreement pursuant to the early termination provisions contained in Section 9.04 of the Agreement;

WHEREAS, Mesaba and MAIR have offered to extend the termination notice period under the Agreement;

WHEREAS, Northwest will agree to such extension provided that MAIR and Mesaba agree to the removal of five Avro Regional Jet aircraft from service;

WHEREAS, MAIR, Mesaba and Northwest desire to amend the Agreement for the reasons described above and in the manner set forth in this Amendment;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MAIR, Mesaba and Northwest do hereby agree as follows:

1.             Amendment of Section 9.04.  Section 9.04 of the Agreement is amended to read in its entirety as follows:

“Section 9.04         Early Termination.  Notwithstanding any other provision of this Agreement, Northwest shall have the right to terminate this Agreement and the Subleases as of the seventh anniversary of the effective date of the first lease if Northwest shall have given a termination notice to Mesaba not later than December 15, 2003.”

2.             Removal of Aircraft from Service.  MAIR, Mesaba and Northwest agree that five Aircraft shall be removed from service on dates to be determined by Northwest, commencing on or after December 1, 2003.

3.             Miscellaneous.  All capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Agreement.  This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but

all of which shall together constitute one and the same instrument.  This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the law of the State of Minnesota.  From and after the date hereof, all references in the Agreement to the Agreement shall be deemed to be references to the Agreement as amended hereby.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first set forth above.

MAIR HOLDINGS, INC.
By:	/s/  Paul F. Foley
	Paul F. Foley
	President and Chief Executive Officer
MESABA AVIATION, INC.
By:	/s/ John G. Spanjers
	John G. Spanjers
	President and Chief Operating Officer
NORTHWEST AIRLINES, INC.
By:	/s/ Thomas J. Bach
	Thomas J. Bach
	VP - Market Planning and Airlink

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Mesaba Aviation Agrees to Extend Termination Notice Period for RJ85 Agreement

MINNEAPOLIS/ST. PAUL, Minn. – Oct. 7, 2003 – Mesaba Aviation, Inc., a subsidiary company of MAIR Holdings, Inc. (Nasdaq: MAIR), announced today that Northwest Airlines is considering exercising its right to terminate the Avro RJ85 agreement under which Mesaba leases and operates 36 jet aircraft. The agreement governing Mesaba’s Saab SF340 turbo-prop aircraft remains intact.

Under the terms of the 1996 Regional Jet Services Agreement between Northwest and Mesaba, Northwest may – at its sole discretion – terminate the agreement by providing notice to Mesaba on or before Oct. 28, 2003.  At Mesaba’s request, the two companies have agreed to extend the termination notice period to Dec. 15, 2003, so that Northwest can continue a review of the operating economics of the RJ85 fleet. If Northwest provides notice of early termination, the Regional Jet Services Agreement would terminate as of April 25, 2004.

Northwest and Mesaba have also agreed to remove five of the 36 Avro RJ85 aircraft from service.  Three of the Avros will be removed from service on or about Dec. 1, 2003 and two more on or about Jan. 1, 2004.

“We are very concerned about the potential implication of an early termination,” said John Spanjers, Mesaba’s president and chief operating officer. “While Northwest is finishing its analysis, Mesaba will be developing plans to address the potential permanent removal of the RJ85 fleet from Mesaba’s operations. Mesaba has a history of excellent performance for Northwest, and we hope this will provide the basis for a continued prosperous relationship.”

Mesaba Aviation, Inc., d/b/a Mesaba Airlines, operates as a Northwest Jet Airlink and Northwest Airlink partner under service agreements with Northwest Airlines. Currently, Mesaba Aviation serves 109 cities in 28 states and Canada from Northwest’s and Mesaba Aviation’s three major hubs: Detroit, Minneapolis/St. Paul, and Memphis. Mesaba Aviation operates an advanced fleet of 104 regional jet and jet-prop aircraft, consisting of the 69 passenger Avro RJ85 and the 30-34 passenger Saab SF340.

MAIR Holdings, Inc. is traded under the symbol MAIR on the NASDAQ National Market.

More information about Mesaba Airlines is available on the Internet at: http://www.mesaba.com.

Forward-Looking Statements

This news release contains forward-looking statements that are based on the best information currently available to management.  These forward-looking statements are intended to be subject to the safe harbor protections of the Private Securities Litigation Reform Act of 1995.  There can be no assurance that actual developments will be those anticipated by MAIR Holdings, Inc.  Actual results could differ materially form those projected as a result of a number of factors, some of which MAIR Holdings, Inc., cannot predict or control.  For a discussion of some of these factors, please see the Cautionary Statements in MAIR Holdings’ Form 10-K for the year ended March 31, 2003 and Form 10-Q for the quarter ended June 30, 2003.

MAIR Holdings investor inquiries: Bob Weil – 612-333-0021

Mesaba Aviation media inquiries: Dave Jackson – 612-713-6409

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