United States securities and exchange commission logo

                              February 8, 2021

       Jonathan G. Ornstein
       Chief Executive Officer
       Mesa Air Group, Inc.
       410 North 44th Street, Suite 700
       Phoenix, AZ 85008

                                                        Re: Mesa Air Group,
                                                            Amendment No. 1 to
Registration Statement on Form S-3
                                                            Filed January 25,
                                                            File No. 333-251290

       Dear Mr. Ornstein:

             We have reviewed your amended registration statement and have the
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 1 to Registration Statement on Form S-3

       Incorporation of Certain Information by Reference, page 2

   1.                                                   Please revise to
specifically incorporate by reference your current report on Form 8-K
                                                        filed on December 11,

   2.                                                   Please obtain and file
a revised opinion regarding the legality of the warrants that
                                                        addresses whether the
warrants are binding obligations of the registrant. For guidance,
                                                        refer to Section
II.B.1.f of Staff Legal Bulletin No. 19. In addition, please ensure that
                                                        such opinion is signed
by counsel.
 Jonathan G. Ornstein
Mesa Air Group, Inc.
February 8, 2021
Page 2

      Please contact Laura Nicholson, Special Counsel, at (202) 551-3584 or
Loan Lauren
Nguyen, Legal Branch Chief, at (202) 551-3642 with any questions.

FirstName LastNameJonathan G. Ornstein
                                                         Division of
Corporation Finance
Comapany NameMesa Air Group, Inc.
                                                         Office of Energy &
February 8, 2021 Page 2
cc:       Greg Hall
FirstName LastName