Mail Stop 3561
                                                 January 17, 2006
Mr. George Murnane III
Chief Financial Officer
Mesa Air Group, Inc.
410 North 44th Street, Suite 700
Phoenix, AZ 85008

      Re: Mesa Air Group, Inc.
          Form 10-K for the year ended September 30, 2005
          File No. 000-15495

Dear Mr. Murnane:

      We have reviewed the above referenced filing and have the
following comments.  Where expanded or revised disclosure is
requested, you may comply with these comments in future filings.
If you disagree, we will consider your explanation as to why our
comments are inapplicable or a revision is unnecessary.  In some
of our comments, we may ask you to provide us with information so we
may better understand your disclosure.  Please be as detailed as
necessary in your explanation.

      Please understand that the purpose of our review process is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filings.
We look forward to working with you in these respects and welcome
any questions you may have about any aspects of our review.

Management`s Discussion and Analysis, page 26

Executive Overview, page 26

General, page 26

1. We note your disclosure that substantially all of your passenger
   revenue is derived from code-share agreements with United Airlines,
   America West Airlines, Inc. and US Airways, Inc.  We also note your
   disclosures from various other sections of your filing that US
   Airways has emerged from bankruptcy and will not assume your code-
   share agreement and, as a result, you are expanding your regional
   jet code-share agreement with United Airlines and entered into a new
   code-share agreement with Delta Airlines.  We also note that United
   Airlines and Delta Airlines are both in bankruptcy.  In light of
   this, we believe that you should include a reasonably detailed
   discussion in liquidity and capital resources of your assessment of
   the likelihood that these airlines will not assume your code-share
   agreements when they emerge from bankruptcy and the potential impact
   to your liquidity and your plans to mitigate the effect of such a
   negative outcome.

Fleet, page 26

2. We note your disclosure that you have leased nine Beechcraft 1900D
   aircraft to Big Sky Transportation Co. and four to Gulfstream
   International Airlines.  Please revise your filing to include your
   accounting policies for such arrangements.  In addition, you should
   provide in the notes to the consolidated financial statements, a
   schedule of the minimum future rentals on non cancelable leases as
   of the date of the most recent balance sheet presented, in the
   aggregate and for each of the five succeeding fiscal years.  For
   guidance, refer to paragraphs 19 and 23(b) & (c) of SFAS 13.

Contractual Obligations, page 37

3. We note your table presenting your contractual obligations.
   Because the purpose of the table is to clearly show your future
   cash requirements, we believe that you should include scheduled
   interest payments in the table given the materiality of your
   interest.  If certain interest rates are unknown, management may use
   its judgment in determining an appropriate methodology to estimate
   the interest payments, e.g., apply the currently applicable interest
   rate to calculate the value of future payments (and disclose the
   methodology utilized.)

Notes to the Consolidated Financial Statements, page 49

Note 1: Summary of Significant Accounting Policies, page 49

Earnings Per Share, page 53

4. In accordance with paragraph 40(c) of SFAS 128, please disclose
   the amount of any securities that could potentially dilute basic
   EPS in the future that were not included in the computation of
   diluted EPS, as it is antidilutive to the period(s) presented.

                            * * * * *

      Please file your response to our comments via EDGAR within
ten business days from the date of this letter.  Please understand
that we may have additional comments after reviewing your response.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require.
Since the company and its management are in possession of all facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
  disclosure in the filing;

* staff comments or changes to disclosure in response to staff
  comments do not foreclose the Commission from taking any action
  with respect to the filing; and

* the company may not assert staff comments as a defense in any
  proceeding initiated by the Commission or any person under the
  federal securities laws of the United States.

      In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Patrick Kuhn at 202-551-3308 with any
questions.  You may also contact Lyn Shenk at 202-551-3380 or the
undersigned at 202-551-3812 with any concerns as we supervised the
review of your filing.


								Michael Fay
								Branch Chief