8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  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 9, 2007

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 1360
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
n/a
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 12, 2007, the Board of Directors (the “Board”) of MAIR Holdings, Inc. (the “Company”) acted to increase the size of the Company’s Board to eight members and appointed John Ahn to fill the vacancy created by the increase and serve as a Class One director on the Company’s Board.  The Class One directors have terms through 2007.  The Board also appointed Mr. Ahn to sit on the Nominating Committee of the Board.

Mr. Ahn is a principal of Riley Investment Management, LLC and Riley Investment Partners Master Fund, L.P. (together, “Riley”).  Riley owns approximately 4.4% of the Company’s common stock.  On January 12, 2007, Riley demanded that the Company hold a special shareholders’ meeting to increase the size of the Company’s Board to ten members and to adopt certain amendments to the Company’s Bylaws.  On February 9, 2007, the Company and Riley entered into a Letter Agreement under which the Company agreed (i) to expand the size of the Board to eight members, (ii) to appoint Mr. Ahn to fill the vacancy and (iii) to appoint Mr. Ahn to the Nominating Committee of the Board.  The Company also agreed to work with Mr. Ahn to fill the next vacancy on the Board with a director mutually acceptable to Mr. Ahn and all other Board members.  Riley agreed to withdraw the demand for a special shareholders’ meeting effective as of the date of Mr. Ahn’s appointment to the Board and the Nominating Committee.  A copy of the Letter Agreement is attached to this Current Report on Form 8-K as Exhibit 10.22, and the foregoing description is qualified in its entirety by Exhibit 10.22.

Item 9.01.  Financial Statements and Exhibits.

(d)	Exhibits.
10.22		Letter Agreement, dated February 9, 2007, between MAIR Holdings, Inc., Riley Investment Partners Master Fund, L.P. and Riley Investment Management LLC

2

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:  February 13, 2007	By	/s/ Ruth M. Timm
		Ruth M. Timm
	Its	Vice President, General Counsel

3

EX-10.22

Exhibit 10.22

February 9, 2007

Riley Investment Partners Master Fund, L.P.

Riley Investment Management LLC

11000 Santa Monica Boulevard

Suite 810

Los Angeles, CA 90025

Re: MAIR Holdings, Inc. Board of Directors

Ladies and Gentlemen:

This letter is in response to your letter, dated January 12, 2006 (the “Special Meeting Notice”), addressed to MAIR Holdings, Inc. ( “MAIR”), demanding that MAIR call a special meeting of its shareholders and is intended to reflect our recent discussions.

MAIR agrees that its Board of Directors (the “Board”) will act within the next three business days to expand the size of the Board from seven members to eight members and that John Ahn will be appointed to the Board to fill the newly created vacancy.  In addition, John Ahn will be appointed to the Nominating Committee of the Board.

MAIR agrees that for the first, next vacancy created on the Board (whether by the resignation of a director or otherwise), the Board will work with Mr. Ahn to appoint a director to fill the vacancy who is mutually acceptable to Mr. Ahn and all other Board members.

By your execution of this letter, you agree that your demand for a special meeting of MAIR’s shareholders and related matters as set forth in the Special Meeting Notice is cancelled and withdrawn effective as of the date John Ahn is appointed to the Board and the Nominating Committee.  You agree to waive any failure to call a special meeting in the next three business days.  MAIR acknowledges that you maintain your right to submit a new demand in the future and otherwise exercise your rights as shareholders.

Regards,

/s/ Paul F. Foley

Paul Foley

President and Chief Executive Officer

Accepted and agreed to:
RILEY INVESTMENT MANAGEMENT, LLC
By:	/s/ John Ahn
	John Ahn, Principal
RILEY INVESTMENT PARTNERS MASTER FUND, L.P.
By:	Riley Investment Management, LLC, its
	General Partner
By:	/s/ John Ahn
	John Ahn, Principal

2