United States securities and exchange commission logo

                                January 7, 2021

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

                                                        Re: MESA AIR GROUP,
Statement on Form S-3
                                                            Filed December 11,
                                                            File No. 333-251290

       Dear Mr. Ornstein:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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.

       Registration Statement on Form S-3 filed December 11, 2020

       Risk Factors
       Holders of our Warrants will have no rights as a common stockholder
until such holders exercise
       their Warrants and acquire our common stock, page 5

   1.                                                   Please revise this risk
factor to reflect the net share settlement or cash feature of the
                                                        warrants, and any
related risks that are material.
       Description of Warrants, page 6

   2.                                                   We note your disclosure
on page 11 that purchasers of the Warrants will have no rights
                                                        under the Warrant
Agreement unless you agree to assign such rights, "except with respect
                                                        to certain registration
rights provided for under the Warrant Agreement." Please revise
                                                        your disclosure to
clarify the registration rights applicable to purchasers of the Warrants
 Jonathan G. Ornstein
January 7, 2021
Page 2
      other than the U.S. Department of the Treasury. We note certain
limitations provided in
      your Warrant Agreement, including Section 4.5 and Section 5.7.
3.    We note that Section 4.6 of the Warrant Agreement provides that Treasury
shall not
      exercise any voting rights with respect to Warrant Shares. Please revise
your disclosure to
      clarify whether any such restrictions apply to purchasers of the Warrants
who receive
      shares of your common stock upon exercise.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration

      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
                                                           Office of Energy &
January 7, 2021 Page 2
cc:       Greg Hall
FirstName LastName