As filed with the Securities and Exchange Commission on July 16, 1996
                                               Registration No. 333-__________


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                      ----------------------------------

                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                      ----------------------------------

                             AirNet Systems, Inc.
            (Exact name of registrant as specified in its charter)

           Ohio                                               31-1458309
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification No.)

3939 International Gateway                                       43219
(Address of Principal Executive Offices)                       (Zip Code)

                             AirNet Systems, Inc.
                           1996 Incentive Stock Plan
                           (Full title of the plan)

                                                 Copy to:
Eric P. Roy                                      Elizabeth Turrell Farrar, Esq.
AirNet Systems, Inc.                             Vorys, Sater, Seymour and Pease
3939 International Gateway                       52 East Gay Street
Columbus, Ohio  43219                            Columbus, Ohio 43216-1008
(Name and address of agent for service)

                                (614) 237-9777
         (Telephone number, including area code, of agent for service)
                       ---------------------------------

<TABLE>
                        Calculation of Registration Fee

- --------------------------------------------------------------------------------
                                                            Proposed
   Title of                        Proposed maximum          maximum       Amount of
 securities to  Amount to be        offering price          aggregate     registration
 be registered   registered          per unit (1)        offering price       fee
                                                               (1)
- ----------------------------------------------------------------------------------------
<S>               <C>         <C>                         <C>                <C>   
Common Shares,    1,150,000   $14.00 for 337,400 common   $16,597,807.50     $5,724
$0.01 Par Value               shares; $14.50 for
                              153,150 common shares;
                              $15.95 for 6,850 common
                              shares; $14.625 for
                              652,600 common shares
</TABLE>
- --------------------------------------------------------------------------------

(1)   Estimated  solely for the purpose of calculating the aggregate  offering
      price and the  registration  fee  pursuant  to Rules  457(c)  and 457(h)
      promulgated  under the Securities Act of 1933, as amended,  and computed
      on the basis of: (a) $14.00 per share for 337,400 of the Common  Shares;
      $14.50 per share for  153,150 of the Common  Shares and $15.95 per share
      for 6,850 of the Common Shares to be registered, which are the prices at
      which options to purchase  such Common Shares may be exercised;  and (b)
      $14.625  per share for  652,600 of the Common  Shares to be  registered,
      which is the  average  of the high and low sales  prices  of the  Common
      Shares as reported on The Nasdaq Stock Market on July 15, 1996.

                              Page 1 of 34 Pages.
      Index to Exhibits at Page II-16 (Page 17 as sequentially numbered).


<PAGE>


- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

            The Prospectus filed by AirNet Systems, Inc. (the "Registrant") on
June 3, 1996, with the Securities and Exchange  Commission (the  "Commission")
pursuant to Rule 424(b) under the  Securities  Act of 1933, as amended,  which
contains audited financial  statements for the Registrant's  fiscal year ended
September 30, 1995, is hereby incorporated by reference.

            The description of the Registrant's Common Shares contained in the
Registrant's  Registration Statement on Form 8-A (File No. 0-28428) filed with
the Commission on May 3, 1996, which incorporates by reference the description
of the Registrant's  Common Shares contained in the Registrant's  Registration
Statement on Form S-1 (Registration No. 333-3092) filed with the Commission on
April 2, 1996,  or contained in any  subsequent  amendment or report filed for
the purpose of updating such description, is hereby incorporated by reference.

            Any  definitive  Proxy  Statement or Information  Statement  filed
pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the
"Exchange  Act"),  and all  documents  which may be filed with the  Commission
pursuant to Sections  13, 14 or 15(d) of the Exchange  Act  subsequent  to the
date hereof and prior to the completion of the offering  contemplated  hereby,
shall also be deemed to be  incorporated  herein by reference and to be made a
part hereof from the date of filing of such documents; provided, however, that
no report of the  Compensation  Committee  of the  Board of  Directors  of the
Registrant on executive  compensation and no performance graph included in any
Proxy  Statement or Information  Statement filed pursuant to Section 14 of the
Exchange Act shall be deemed to be incorporated herein by reference.

Item 4.  Description of Securities.

            Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

            The  validity  of  the  issuance  of  the  Common  Shares  of  the
Registrant being registered on this Registration Statement on Form S-8 will be
passed upon for the Registrant by Vorys, Sater, Seymour and Pease, 52 East Gay
Street, P.O. Box 1008,  Columbus,  Ohio 43216-1008.  Russell M. Gertmenian,  a
director  of the  Registrant,  is a partner of such firm.  As of July 5, 1996,
members of Vorys,  Sater,  Seymour and Pease and attorneys  employed  thereby,
together  with  members of their  immediate  families,  beneficially  owned an
aggregate of 4,250 Common Shares of the Registrant.

Item 6.  Indemnification of Directors and Officers.

            Division  (E) of Section  1701.13 of the Ohio Revised Code governs
indemnification by an Ohio corporation and provides as follows:

            (E)(1) A  corporation  may  indemnify  or agree to  indemnify  any
      person who was or is a party,  or is threatened  to be made a party,  to
      any  threatened,  pending,  or completed  action,  suit, or  proceeding,
      whether civil, criminal, administrative, or investigative, other than an
      action by or in the right of the corporation, by reason of the fact that
      he is or was a director, officer, employee, or agent of the corporation,
      or is or was  serving at the request of the  corporation  as a director,
      trustee,  officer,  employee,  member,  manager,  or  agent  of  another
      corporation,  domestic or foreign,  nonprofit  or for profit,  a limited
      liability  company,  or a partnership,  joint venture,  trust,  or other
      enterprise,  against  expenses,  including  attorney's fees,  judgments,
      fines, and amounts paid in settlement  actually and reasonably  incurred
      by him in connection  with such action,  suit, or proceeding if he acted
      in good  faith and in a manner he  reasonably  believed  to be in or not
      opposed to the best interests of the  corporation,  and, with respect to
      any criminal  action or  proceeding,  if he had no  reasonable  cause to
      believe his conduct was unlawful.  The termination of any action,  suit,
      or proceeding by judgment,  order, settlement,  or conviction, or upon a
      plea of nolo contendere or its equivalent,  shall not, of itself, create
      a presumption  that the person did not act in good faith and in a manner
      he reasonably  believed to be in or not opposed to the best interests of
      the corporation, and, with respect to any criminal action or proceeding,
      he had reasonable cause to believe that his conduct was unlawful.

            (2) A  corporation  may indemnify or agree to indemnify any person
      who was or is a  party,  or is  threatened  to be made a  party,  to any
      threatened,  pending,  or completed action or suit by or in the right of
      the  corporation  to procure a judgment  in its favor,  by reason of the
      fact that he is or was a director,  officer,  employee,  or agent of the
      corporation, or is or was serving at the request of the corporation as a
      director,  trustee,  officer,  employee,  member,  manager,  or agent of
      another  corporation,  domestic or foreign,  nonprofit or for profit,  a
      limited liability company,  or a partnership,  joint venture,  trust, or
      other enterprise,  against expenses, including attorney's fees, actually
      and  reasonably  incurred  by him in  connection  with  the  defense  or
      settlement  of such  action or suit,  if he acted in good faith and in a
      manner  he  reasonably  believed  to be in or not  opposed  to the  best
      interests of the corporation,  except that no  indemnification  shall be
      made in respect of any of the following:

                  (a) Any claim,  issue,  or matter as to which such person is
            adjudged  to  be  liable  for  negligence  or  misconduct  in  the
            performance of his duty to the corporation unless, and only to the
            extent  that the court of common  pleas or the court in which such
            action or suit was brought  determines,  upon  application,  that,
            despite  the  adjudication  of  liability,  but in view of all the
            circumstances  of the case,  such person is fairly and  reasonably
            entitled  to  indemnity  for such  expenses as the court of common
            pleas or such other court shall deem proper;

                  (b) Any action or suit in which the only liability  asserted
            against a director is  pursuant to section  1701.95 of the Revised
            Code.

            (3) To the extent that a  director,  trustee,  officer,  employee,
      member, manager, or agent has been successful on the merits or otherwise
      in defense of any action,  suit, or  proceeding  referred to in division
      (E)(1) or (2) of this  section,  or in defense of any claim,  issue,  or
      matter  therein,  he shall be indemnified  against  expenses,  including
      attorney's fees,  actually and reasonably  incurred by him in connection
      with the action, suit, or proceeding.

            (4)  Any  indemnification  under  division  (E)(1)  or (2) of this
      section,  unless  ordered by a court,  shall be made by the  corporation
      only as  authorized  in the specific  case,  upon a  determination  that
      indemnification of the director,  trustee,  officer,  employee,  member,
      manager, or agent is proper in the circumstances  because he has met the
      applicable  standard of conduct  set forth in division  (E)(1) or (2) of
      this section.
      Such determination shall be made as follows:

                  (a) By a majority  vote of a quorum  consisting of directors
            of the  indemnifying  corporation who were not and are not parties
            to or threatened with the action,  suit, or proceeding referred to
            in division (E)(1) or (2) of this section;

                  (b) If the quorum  described  in division  (E)(4)(a) of this
            section is not  obtainable  or if a  majority  vote of a quorum of
            disinterested  directors  so  directs,  in a  written  opinion  by
            independent legal counsel other than an attorney, or a firm having
            associated  with it an attorney,  who has been  retained by or who
            has  performed  services for the  corporation  or any person to be
            indemnified within the past five years;

                  (c)   By the shareholders;

                  (d) By the court of  common  pleas or the court in which the
            action,  suit, or proceeding referred to in division (E)(1) or (2)
            of this section was brought.

            Any  determination  made  by  the  disinterested  directors  under
      division  (E)(4)(a)  or by  independent  legal  counsel  under  division
      (E)(4)(b) of this section shall be promptly  communicated  to the person
      who  threatened  or brought the action or suit by or in the right of the
      corporation  under division (E)(2) of this section,  and within ten days
      after receipt of such notification,  such person shall have the right to
      petition  the court of common pleas or the court in which such action or
      suit was brought to review the reasonableness of such determination.

            (5)(a) Unless at the time of a director's  act or omission that is
      the subject of an action,  suit, or  proceeding  referred to in division
      (E)(1) or (2) of this  section,  the  articles or the  regulations  of a
      corporation  state,  by specific  reference to this  division,  that the
      provisions of this division do not apply to the  corporation  and unless
      the only liability  asserted  against a director in an action,  suit, or
      proceeding  referred  to in  division  (E)(1) or (2) of this  section is
      pursuant to section  1701.95 of the Revised  Code,  expenses,  including
      attorney's fees, incurred by a director in defending the action, suit or
      proceeding  shall be paid by the  corporation  as they are incurred,  in
      advance of the final disposition of the action, suit, or proceeding upon
      receipt of an  undertaking  by or on behalf of the  director in which he
      agrees to do both of the following:

                  (i)  Repay  such  amount  if  it  is  proved  by  clear  and
            convincing evidence in a court of competent  jurisdiction that his
            action or failure to act  involved an act or  omission  undertaken
            with  deliberate  intent  to cause  injury to the  corporation  or
            undertaken  with reckless  disregard for the best interests of the
            corporation;

                  (ii)  Reasonably  cooperate with the corporation
            concerning the action, suit, or proceeding.

            (b) Expenses,  including  attorney's fees, incurred by a director,
      trustee, officer,  employee,  member, manager, or agent in defending any
      action,  suit,  or proceeding  referred to in division  (E)(1) or (2) of
      this section,  may be paid by the  corporation as they are incurred,  in
      advance of the final disposition of the action, suit, or proceeding,  as
      authorized  by the  directors in the specific  case,  upon receipt of an
      undertaking by or on behalf of the director, trustee, officer, employee,
      member,  manager,  or agent to repay such amount,  if it  ultimately  is
      determined that he is not entitled to be indemnified by the corporation.

            (6) The  indemnification  authorized  by this section shall not be
      exclusive  of, and shall be in addition to, any other rights  granted to
      those seeking  indemnification under the articles, the regulations,  any
      agreement,  a  vote  of  shareholders  or  disinterested  directors,  or
      otherwise,  both as to action  in their  official  capacities  and as to
      action in another capacity while holding their offices or positions, and
      shall continue as to a person who has ceased to be a director,  trustee,
      officer,  employee,  member,  manager,  or agent and shall  inure to the
      benefit of the heirs, executors, and administrators of such a person.

            (7) A corporation  may purchase and maintain  insurance or furnish
      similar protection,  including, but not limited to, trust funds, letters
      of credit, or  self-insurance,  on behalf of or for any person who is or
      was a director, officer, employee, or agent of the corporation, or is or
      was serving at the request of the  corporation  as a director,  trustee,
      officer,  employee,  member,  manager, or agent of another  corporation,
      domestic  or  foreign,  nonprofit  or for  profit,  a limited  liability
      company,  or a partnership,  joint venture,  trust, or other enterprise,
      against any  liability  asserted  against him and incurred by him in any
      such capacity,  or arising out of his status as such, whether or not the
      corporation would have the power to indemnify him against such liability
      under this section. Insurance may be purchased from or maintained with a
      person in which the corporation has a financial interest.

            (8) The authority of a corporation to indemnify  persons  pursuant
      to division  (E)(1) or (2) of this section does not limit the payment of
      expenses  as they are  incurred,  indemnification,  insurance,  or other
      protection that may be provided  pursuant to divisions  (E)(5),(6),  and
      (7) of this  section.  Divisions  (E)(1) and (2) of this  section do not
      create  any  obligation  to  repay  or  return   payments  made  by  the
      corporation pursuant to division (E)(5),(6) or (7).

            (9) As  used  in  division  (E)  of  this  section,  "corporation"
      includes all constituent  entities in a consolidation  or merger and the
      new  or  surviving  corporation,  so  that  any  person  who is or was a
      director,  officer, employee, trustee, member, manager, or agent of such
      a  constituent  entity,  or is or was  serving  at the  request  of such
      constituent entity as a director,  trustee, officer,  employee,  member,
      manager, or agent of another corporation, domestic or foreign, nonprofit
      or for  profit,  a  limited  liability  company,  a  partnership,  joint
      venture,  trust, or other  enterprise,  shall stand in the same position
      under this section with respect to the new or surviving  corporation  as
      he would if he had served the new or surviving  corporation  in the same
      capacity.

            Article FIVE of the Code of Regulations of the Registrant  governs
indemnification by the Registrant and provides as follows:

            Section 5.01.  Mandatory  Indemnification.  The corporation  shall
      indemnify  any officer or director  of the  corporation  who was or is a
      party or is threatened to be made a party to any threatened,  pending or
      completed  action,   suit  or  proceeding,   whether  civil,   criminal,
      administrative  or investigative  (including,  without  limitation,  any
      action  threatened or instituted by or in the right of the corporation),
      by reason of the fact that he is or was a director,  officer, manager or
      agent of the  corporation,  or is or was  serving at the  request of the
      corporation as a director,  trustee, officer,  employee, member, manager
      or agent of another corporation  (domestic or foreign,  nonprofit or for
      profit), limited liability company, partnership, joint venture, trust or
      other  enterprise,  against  expenses  (including,  without  limitation,
      attorneys'  fees,  filing fees,  court  reporters'  fees and  transcript
      costs),  judgments,  fines and amounts paid in  settlement  actually and
      reasonably  incurred  by him in  connection  with such  action,  suit or
      proceeding  if he acted in good  faith  and in a  manner  he  reasonably
      believed  to  be in  or  not  opposed  to  the  best  interests  of  the
      corporation,  and with respect to any criminal action or proceeding,  he
      had no reasonable  cause to believe his conduct was  unlawful.  A person
      claiming  indemnification  under this Section 5.01 shall be presumed, in
      respect  of  any  act  or  omission   giving  rise  to  such  claim  for
      indemnification,  to  have  acted  in  good  faith  and in a  manner  he
      reasonably believed to be in or not opposed to the best interests of the
      corporation,  and with  respect to any criminal  matter,  to have had no
      reasonable   cause  to  believe  his  conduct  was  unlawful,   and  the
      termination  of any  action,  suit or  proceeding  by  judgment,  order,
      settlement  or  conviction,  or upon a plea of  nolo  contendere  or its
      equivalent, shall not, of itself, rebut such presumption.

            Section  5.02.  Court-Approved   Indemnification.   Anything
      contained  in  the   Regulations  or  elsewhere  to  the  contrary
      notwithstanding:

                  (A) the  corporation  shall not  indemnify  any  officer  or
            director  of the  corporation  who  was a party  to any  completed
            action or suit instituted by or in the right of the corporation to
            procure a  judgment  in its favor by reason of the fact that he is
            or was a director,  officer, employee or agent of the corporation,
            or is or was  serving  at the  request  of  the  corporation  as a
            director,  trustee, officer, employee, member, manager or agent of
            another  corporation  (domestic  or  foreign,   nonprofit  or  for
            profit),  limited liability company,  partnership,  joint venture,
            trust or other  enterprise,  in  respect  of any  claim,  issue or
            matter  asserted  in such action or suit as to which he shall have
            been adjudged to be liable for acting with reckless  disregard for
            the best interests of the  corporation  or misconduct  (other than
            negligence)  in the  performance  of his  duty to the  corporation
            unless  and only to the extent  that the Court of Common  Pleas of
            Franklin  County,  Ohio or the court in which such  action or suit
            was brought shall determine upon  application  that,  despite such
            adjudication of liability, and in view of all the circumstances of
            the case, he is fairly and  reasonably  entitled to such indemnity
            as such  Court of Common  Pleas or such  other  court  shall  deem
            proper; and

                  (B) the  corporation  shall  promptly  make any such  unpaid
            indemnification  as is  determined  by a  court  to be  proper  as
            contemplated by this Section 5.02.

            Section 5.03. Indemnification for Expenses.  Anything contained in
      the  Regulations  or elsewhere to the contrary  notwithstanding,  to the
      extent  that  an  officer  or  director  of  the  corporation  has  been
      successful on the merits or otherwise in defense of any action,  suit or
      proceeding  referred  to in  Section  5.01,  or in defense of any claim,
      issue  or  matter  therein,  he  shall be  promptly  indemnified  by the
      corporation against expenses (including, without limitation,  attorneys'
      fees,  filing fees, court reporters' fees and transcript costs) actually
      and reasonably incurred by him in connection therewith.

            Section 5.04. Determination Required. Any indemnification required
      under Section 5.01 and not precluded under Section 5.02 shall be made by
      the corporation only upon a determination  that such  indemnification of
      the officer or director  is proper in the  circumstances  because he has
      met the applicable  standard of conduct set forth in Section 5.01.  Such
      determination  may be made  only  (A) by a  majority  vote  of a  quorum
      consisting  of  directors  of the  corporation  who were not and are not
      parties to, or threatened with, any such action, suit or proceeding,  or
      (B) if such a quorum is not  obtainable  or if a majority of a quorum of
      disinterested  directors so directs, in a written opinion by independent
      legal counsel other than an attorney,  or a firm having  associated with
      it an attorney,  who has been retained by or who has performed  services
      for the  corporation,  or any person to be indemnified,  within the past
      five years,  or (C) by the  shareholders,  or (D) by the Court of Common
      Pleas  of  Franklin  County,  Ohio  or (if  the  corporation  is a party
      thereto) the court in which such action, suit or proceeding was brought,
      if any; any such determination may be made by a court under division (D)
      of this Section 5.04 at any time  [including,  without  limitation,  any
      time before, during or after the time when any such determination may be
      requested  of,  be  under  consideration  by  or  have  been  denied  or
      disregarded  by the  disinterested  directors  under  division (A) or by
      independent  legal  counsel  under  division (B) or by the  shareholders
      under division (C) of this Section 5.04];  and no failure for any reason
      to make any such  determination,  and no decision for any reason to deny
      any such  determination,  by the disinterested  directors under division
      (A)  or  by   independent   legal  counsel  under  division  (B)  or  by
      shareholders  under  division (C) of this Section 5.04 shall be evidence
      in  rebuttal  of  the   presumption   recited  in  Section   5.01.   Any
      determination made by the disinterested  directors under division (A) or
      by independent  legal counsel under division (B) of this Section 5.04 to
      make  indemnification  in respect of any claim, issue or matter asserted
      in an action or suit  threatened  or  brought  by or in the right of the
      corporation shall be promptly  communicated to the person who threatened
      or brought such action or suit,  and within ten (10) days after  receipt
      of such  notification  such person  shall have the right to petition the
      Court of Common  Pleas of  Franklin  County,  Ohio or the court in which
      such action or suit was brought, if any, to review the reasonableness of
      such determination.

            Section 5.05. Advances for Expenses. Expenses (including,  without
      limitation,  attorneys'  fees,  filing fees,  court  reporters' fees and
      transcript  costs) incurred in defending any action,  suit or proceeding
      referred to in Section 5.01 shall be paid by the  corporation in advance
      of the final  disposition  of such action,  suit or  proceeding to or on
      behalf of the officer or director promptly as such expenses are incurred
      by him,  but only if such  officer or  director  shall first  agree,  in
      writing,  to repay all amounts so paid in respect of any claim, issue or
      other matter  asserted in such action,  suit or proceeding in defense of
      which he shall not have been successful on the merits or otherwise:

                  (A) if it shall  ultimately  be  determined  as  provided in
            Section  5.04 that he is not  entitled  to be  indemnified  by the
            corporation as provided under Section 5.01; or

                  (B) if,  in  respect  of any  claim,  issue or other  matter
            asserted by or in the right of the  corporation  in such action or
            suit,  he shall have been  adjudged  to be liable for acting  with
            reckless  disregard for the best  interests of the  corporation or
            misconduct  (other than negligence) in the performance of his duty
            to the  corporation,  unless and only to the extent that the Court
            of Common  Pleas of  Franklin  County,  Ohio or the court in which
            such action or suit was brought shall  determine upon  application
            that,  despite such adjudication of liability,  and in view of all
            the circumstances,  he is fairly and reasonably entitled to all or
            part of such indemnification.

            Section  5.06.  Article FIVE Not  Exclusive.  The  indemnification
      provided by this Article FIVE shall not be exclusive of, and shall be in
      addition   to,   any  other   rights  to  which   any   person   seeking
      indemnification may be entitled under the Articles, the Regulations, any
      agreement,  a  vote  of  shareholders  or  disinterested  directors,  or
      otherwise,  both as to action in his official  capacity and as to action
      in another capacity while holding such office,  and shall continue as to
      a person who has ceased to be an officer or director of the  corporation
      and  shall   inure  to  the  benefit  of  the  heirs,   executors,   and
      administrators of such a person.

            Section 5.07. Insurance. The corporation may purchase and maintain
      insurance or furnish  similar  protection,  including but not limited to
      trust  funds,  letters of credit,  or  self-insurance,  on behalf of any
      person  who is or was a  director,  officer,  employee  or  agent of the
      corporation, or is or was serving at the request of the corporation as a
      director,  trustee,  officer,  employee, or agent of another corporation
      (domestic  or foreign,  nonprofit  or for  profit),  partnership,  joint
      venture,  trust or other  enterprise,  against  any  liability  asserted
      against him and incurred by him in any such capacity,  or arising out of
      his  status  as such,  whether  or not the  corporation  would  have the
      obligation  or the power to indemnify him against such  liability  under
      the provisions of this Article FIVE.  Insurance may be purchased from or
      maintained  with a  person  in which  the  corporation  has a  financial
      interest.

            Section  5.08.  Certain  Definitions.  For  purposes of this
      Article FIVE, and as examples and not by way of limitation:

                  (A) A person  claiming  indemnification  under this  Article
            FIVE  shall be  deemed to have been  successful  on the  merits or
            otherwise in defense of any action, suit or proceeding referred to
            in Section 5.01, or in defense of any claim, issue or other matter
            therein, if such action, suit or proceeding shall be terminated as
            to such person, with or without prejudice,  without the entry of a
            judgment  or order  against  him,  without  a  conviction  of him,
            without the  imposition of a fine upon him and without his payment
            or agreement to pay any amount in settlement  thereof  (whether or
            not any  such  termination  is  based  upon a  judicial  or  other
            determination  of the lack of merit of the claims made against him
            or otherwise results in a vindication of him); and

                  (B)  References  to  an  "other  enterprise"  shall  include
            employee  benefit plans;  references to a "fine" shall include any
            excise  taxes  assessed  on a person  with  respect to an employee
            benefit  plan;  and  references  to "serving at the request of the
            corporation"  shall  include any  service as a director,  officer,
            employee or agent of the  corporation  which imposes duties on, or
            involves  services by, such director,  officer,  employee or agent
            with respect to an employee  benefit  plan,  its  participants  or
            beneficiaries;  and a  person  who  acted in good  faith  and in a
            manner he reasonably  believed to be in the best  interests of the
            participants  and  beneficiaries of an employee benefit plan shall
            be  deemed  to have  acted in a manner  "not  opposed  to the best
            interests of the  corporation"  within the meaning of that term as
            used in this Article FIVE.

            Section 5.09. Venue. Any action, suit or proceeding to determine a
      claim for  indemnification  under this Article FIVE may be maintained by
      the person claiming such indemnification,  or by the corporation, in the
      Court of Common Pleas of Franklin County,  Ohio. The corporation and (by
      claiming such  indemnification) each such person consent to the exercise
      of  jurisdiction  over its or his person by the Court of Common Pleas of
      Franklin County, Ohio in any such action, suit or proceeding.

          Section 12(p) of the AirNet Systems,  Inc. 1996 Incentive Stock Plan
     (the "Plan") provides for the  indemnification of members of the Board of
     Directors of the  Registrant  and of the  Compensation  Committee of such
     Board which administers the Plan. Section 12(p) provides as follows:

               (p)  INDEMNIFICATION.  Each  person who is or shall have been a
          member of the  Committee  or of the Board shall be  indemnified  and
          held  harmless  by the  Company  against  and from any  loss,  cost,
          liability or expense that may be imposed upon or reasonably incurred
          by him in connection with or resulting from any claim,  action, suit
          or  proceeding to which he may be made a party or in which he may be
          involved  by reason of any action  taken or failure to act under the
          Plan  and  against  and  from  any  and all  amounts  paid by him in
          settlement thereof,  with the Company's approval,  or paid by him in
          satisfaction of any judgment in any such action,  suit or proceeding
          against him,  provided he shall give the Company an opportunity,  at
          its own expense, to handle and defend the same before he  undertakes
          to handle and defend it on his own behalf.  The  foregoing  right of
          indemnification  shall not be exclusive and shall be  independent of
          any other  rights of  indemnification  to which such  persons may be
          entitled  under  the  Company's   Certificate  of  Incorporation  or
          By-laws, by contract, as a matter of law, or otherwise.

            The  Registrant  has purchased  insurance  coverage under a policy
which insures  directors and officers against certain  liabilities which might
be incurred by them in such capacities.

Item 7.  Exemption from Registration Claimed.

            Not Applicable.

Item 8.  Exhibits.

            See the Index to Exhibits attached hereto at page II-16.

Item 9.  Undertakings.

A.   The undersigned Registrant hereby undertakes:

          (1) To file,  during any  period in which  offers or sales are being
          made, a post-effective amendment to this registration statement:

            (i)   To include any  prospectus  required by Section
                  10(a)(3) of the Securities Act of 1933;

            (ii)  To reflect  in the  prospectus  any facts or events  arising
                  after the effective date of the  registration  statement (or
                  the most recent  post-effective  amendment  thereof)  which,
                  individually  or in the  aggregate,  represent a fundamental
                  change  in the  information  set  forth in the  registration
                  statement; and

            (iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such  information in the
                  registration statement;


<PAGE>



      provided,  however, that paragraphs A(1)(i) and A(1)(ii) do not apply if
      the information required to be included in a post-effective amendment by
      those   paragraphs  is  contained  in  periodic  reports  filed  by  the
      Registrant  pursuant  to Section 13 or Section  15(d) of the  Securities
      Exchange  Act of  1934  that  are  incorporated  by  reference  in  this
      registration statement.

      (2)   That,  for the  purpose of  determining  any  liability  under the
            Securities Act of 1933, each such  post-effective  amendment shall
            be  deemed  to be a new  registration  statement  relating  to the
            securities offered therein, and the offering of such securities at
            that time  shall be deemed to be the  initial  bona fide  offering
            thereof.

      (3)   To remove from registration by means of a post-effective amendment
            any of the securities  being registered which remain unsold at the
            termination of the offering.

B.    The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
      determining  any liability under the Securities Act of 1933, each filing
      of  the   Registrant's   annual  report  pursuant  to  Section 13(a)  or
      Section 15(d)   of  the   Securities   Exchange  Act  of  1934  that  is
      incorporated by reference in the registration  statement shall be deemed
      to be a new registration  statement  relating to the securities  offered
      therein,  and the  offering  of such  securities  at that time  shall be
      deemed to be the initial bona fide offering thereof.

C.    Insofar as indemnification  for liabilities arising under the Securities
      Act of 1933 may be permitted  to  directors,  officers  and  controlling
      persons  of the  Registrant  pursuant  to the  provisions  described  in
      Item 6 of this Part II,  or otherwise,  the  Registrant has been advised
      that in the  opinion of the  Securities  and  Exchange  Commission  such
      indemnification  is against  public  policy as  expressed in the Act and
      is,   therefore,   unenforceable.   In  the  event   that  a  claim  for
      indemnification  against such liabilities (other than the payment by the
      Registrant  of  expenses  incurred  or paid by a  director,  officer  or
      controlling  person of the Registrant in the  successful  defense of any
      action,  suit or proceeding)  is asserted by such  director,  officer or
      controlling  person in connection with the securities being  registered,
      the  Registrant  will,  unless in the  opinion of its counsel the matter
      has  been  settled  by  controlling  precedent,  submit  to a  court  of
      appropriate  jurisdiction the question whether such  indemnification  by
      it is  against  public  policy  as  expressed  in the  Act  and  will be
      governed by the final adjudication of such issue.



<PAGE>


                                  SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant  certifies that it has reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on Form  S-8 and has duly  caused  this
Registration  Statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized, in the City of Columbus, State of Ohio, on the 15th
day of July, 1996.

                                    AIRNET SYSTEMS, INC.


                                    By: /s/ Gerald G. Mercer
                                        Gerald G. Mercer,
                                        Chairman of the Board, President
                                        and Chief Executive Officer

      Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by the  following  persons  in the
capacities indicated on the 15th day of July, 1996.

Signature                                 Title

*Gerald G. Mercer                         Chairman of the Board, President,
Gerald G. Mercer                          Chief Executive Officer and Director

*Eric P. Roy                              Executive Vice President, Chief
Eric P. Roy                               Operating Officer, Chief Financial
                                          Officer, Treasurer and Director

*Tony C. Canonie, Jr.                     Director
Tony C. Canonie, Jr.

*Russell M. Gertmenian                    Director
Russell M. Gertmenian

*J. F. Keeler, Jr.                        Director
J. F. Keeler, Jr.

*By Power of Attorney


 /s/ Gerald G. Mercer
Gerald G. Mercer
(Attorney-in-Fact)

                                  - II-15 -
<PAGE>


                              INDEX TO EXHIBITS


   Exhibit
     No.        Description                          Page No.
  -------  --------------------------           ------------------------------
   4(a)    Amended Articles of                  Incorporated herein by
           AirNet Systems, Inc.                 reference to Registrant's
                                                Registration Statement on
                                                Form 8-A filed on May 3, 1996
                                                (File No. 0-28428)
                                                [Exhibit 2.1]

   4(b)    Certificate of Amendment to the      Pages 19 through 21.
           Amended Articles of AirNet
           Systems, Inc. as filed with Ohio
           Secretary of State on May 28, 1996

   4(c)    Amended Articles of                  Pages 22 through 24.
           AirNet Systems, Inc. (as amended
           through May 28, 1996)

   4(d)    Code of Regulations of AirNet        Incorporated herein by
           Systems, Inc.                        reference to Registrant's
                                                Registration Statement on
                                                Form 8-A filed on May 3, 1996
                                                (File No. 0-28428)
                                                [Exhibit 2.2]

   4(e)    AirNet Systems, Inc. 1996            Incorporated herein by
           Incentive Stock Plan                 reference to Amendment No. 1
                                                to Registrant's Registration
                                                Statement on Form S-1 filed
                                                on May 7, 1996 (Registration
                                                No. 333-3092) [Exhibit 10.10]

    5      Opinion of Vorys, Sater, Seymour     Pages 25 and 26.
           and Pease, counsel to Registrant

  23(a)    Consent of Ernst & Young LLP         Pages 27 and 28.




                                  - II-16 -
<PAGE>

  23(b)    Consent of Vorys, Sater, Seymour     Filed as part of Exhibit 5
           and Pease, counsel to Registrant     hereof.


   24      Powers of Attorney                   Pages 29 through 34.



                                  - II-17 -
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 43256}]
{"company-data": {"conformed-name": "AIRNET SYSTEMS INC", "cik": "0001011696", "assigned-sic": "4512", "irs-number": "311458309", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08189", "film-number": "96595460"}, "business-address": {"street1": "3939 INTERNATIONAL GATEWAY", "city": "COLUMBUS", "state": "OH", "zip": "43219", "phone": "6142379777"}, "mail-address": {"street1": "3939 INTERNATIONAL GATEWAY", "city": "COLUMBUS", "state": "OH", "zip": "43219"}}
As filed with the Securities and Exchange Commission on July 16, 1996
                                               Registration No. 333-__________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                      ----------------------------------

                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                      ----------------------------------

                             AirNet Systems, Inc.
            (Exact name of registrant as specified in its charter)

           Ohio                                               31-1458309
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification No.)

3939 International Gateway                                       43219
(Address of Principal Executive Offices)                       (Zip Code)

                             AirNet Systems, Inc.
                           1996 Incentive Stock Plan
                           (Full title of the plan)

                                                 Copy to:
Eric P. Roy                                      Elizabeth Turrell Farrar, Esq.
AirNet Systems, Inc.                             Vorys, Sater, Seymour and Pease
3939 International Gateway                       52 East Gay Street
Columbus, Ohio  43219                            Columbus, Ohio 43216-1008
(Name and address of agent for service)

                                (614) 237-9777
         (Telephone number, including area code, of agent for service)
                       ---------------------------------

                        Calculation of Registration Fee

- --------------------------------------------------------------------------------
                                                            Proposed
   Title of                        Proposed maximum          maximum       Amount of
 securities to  Amount to be        offering price          aggregate     registration
 be registered   registered          per unit (1)        offering price       fee
                                                               (1)
- ----------------------------------------------------------------------------------------
Common Shares,    1,150,000   $14.00 for 337,400 common   $16,597,807.50     $5,724
$0.01 Par Value               shares; $14.50 for
                              153,150 common shares;
                              $15.95 for 6,850 common
                              shares; $14.625 for
                              652,600 common shares
- --------------------------------------------------------------------------------

(1)   Estimated  solely for the purpose of calculating the aggregate  offering
      price and the  registration  fee  pursuant  to Rules  457(c)  and 457(h)
      promulgated  under the Securities Act of 1933, as amended,  and computed
      on the basis of: (a) $14.00 per share for 337,400 of the Common  Shares;
      $14.50 per share for  153,150 of the Common  Shares and $15.95 per share
      for 6,850 of the Common Shares to be registered, which are the prices at
      which options to purchase  such Common Shares may be exercised;  and (b)
      $14.625  per share for  652,600 of the Common  Shares to be  registered,
      which is the  average  of the high and low sales  prices  of the  Common
      Shares as reported on The Nasdaq Stock Market on July 15, 1996.

                              Page 1 of 34 Pages.
      Index to Exhibits at Page II-16 (Page 17 as sequentially numbered).
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

            The Prospectus filed by AirNet Systems, Inc. (the "Registrant") on
June 3, 1996, with the Securities and Exchange  Commission (the  "Commission")
pursuant to Rule 424(b) under the  Securities  Act of 1933, as amended,  which
contains audited financial  statements for the Registrant's  fiscal year ended
September 30, 1995, is hereby incorporated by reference.

            The description of the Registrant's Common Shares contained in the
Registrant's  Registration Statement on Form 8-A (File No. 0-28428) filed with
the Commission on May 3, 1996, which incorporates by reference the description
of the Registrant's  Common Shares contained in the Registrant's  Registration
Statement on Form S-1 (Registration No. 333-3092) filed with the Commission on
April 2, 1996,  or contained in any  subsequent  amendment or report filed for
the purpose of updating such description, is hereby incorporated by reference.

            Any  definitive  Proxy  Statement or Information  Statement  filed
pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the
"Exchange  Act"),  and all  documents  which may be filed with the  Commission
pursuant to Sections  13, 14 or 15(d) of the Exchange  Act  subsequent  to the
date hereof and prior to the completion of the offering  contemplated  hereby,
shall also be deemed to be  incorporated  herein by reference and to be made a
part hereof from the date of filing of such documents; provided, however, that
no report of the  Compensation  Committee  of the  Board of  Directors  of the
Registrant on executive  compensation and no performance graph included in any
Proxy  Statement or Information  Statement filed pursuant to Section 14 of the
Exchange Act shall be deemed to be incorporated herein by reference.

Item 4.  Description of Securities.

            Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

            The  validity  of  the  issuance  of  the  Common  Shares  of  the
Registrant being registered on this Registration Statement on Form S-8 will be
passed upon for the Registrant by Vorys, Sater, Seymour and Pease, 52 East Gay
Street, P.O. Box 1008,  Columbus,  Ohio 43216-1008.  Russell M. Gertmenian,  a
director  of the  Registrant,  is a partner of such firm.  As of July 5, 1996,
members of Vorys,  Sater,  Seymour and Pease and attorneys  employed  thereby,
together  with  members of their  immediate  families,  beneficially  owned an
aggregate of 4,250 Common Shares of the Registrant.

Item 6.  Indemnification of Directors and Officers.

            Division  (E) of Section  1701.13 of the Ohio Revised Code governs
indemnification by an Ohio corporation and provides as follows:

            (E)(1) A  corporation  may  indemnify  or agree to  indemnify  any
      person who was or is a party,  or is threatened  to be made a party,  to
      any  threatened,  pending,  or completed  action,  suit, or  proceeding,
      whether civil, criminal, administrative, or investigative, other than an
      action by or in the right of the corporation, by reason of the fact that
      he is or was a director, officer, employee, or agent of the corporation,
      or is or was  serving at the request of the  corporation  as a director,
      trustee,  officer,  employee,  member,  manager,  or  agent  of  another
      corporation,  domestic or foreign,  nonprofit  or for profit,  a limited
      liability  company,  or a partnership,  joint venture,  trust,  or other
      enterprise,  against  expenses,  including  attorney's fees,  judgments,
      fines, and amounts paid in settlement  actually and reasonably  incurred
      by him in connection  with such action,  suit, or proceeding if he acted
      in good  faith and in a manner he  reasonably  believed  to be in or not
      opposed to the best interests of the  corporation,  and, with respect to
      any criminal  action or  proceeding,  if he had no  reasonable  cause to
      believe his conduct was unlawful.  The termination of any action,  suit,
      or proceeding by judgment,  order, settlement,  or conviction, or upon a
      plea of nolo contendere or its equivalent,  shall not, of itself, create
      a presumption  that the person did not act in good faith and in a manner
      he reasonably  believed to be in or not opposed to the best interests of
      the corporation, and, with respect to any criminal action or proceeding,
      he had reasonable cause to believe that his conduct was unlawful.

            (2) A  corporation  may indemnify or agree to indemnify any person
      who was or is a  party,  or is  threatened  to be made a  party,  to any
      threatened,  pending,  or completed action or suit by or in the right of
      the  corporation  to procure a judgment  in its favor,  by reason of the
      fact that he is or was a director,  officer,  employee,  or agent of the
      corporation, or is or was serving at the request of the corporation as a
      director,  trustee,  officer,  employee,  member,  manager,  or agent of
      another  corporation,  domestic or foreign,  nonprofit or for profit,  a
      limited liability company,  or a partnership,  joint venture,  trust, or
      other enterprise,  against expenses, including attorney's fees, actually
      and  reasonably  incurred  by him in  connection  with  the  defense  or
      settlement  of such  action or suit,  if he acted in good faith and in a
      manner  he  reasonably  believed  to be in or not  opposed  to the  best
      interests of the corporation,  except that no  indemnification  shall be
      made in respect of any of the following:

                  (a) Any claim,  issue,  or matter as to which such person is
            adjudged  to  be  liable  for  negligence  or  misconduct  in  the
            performance of his duty to the corporation unless, and only to the
            extent  that the court of common  pleas or the court in which such
            action or suit was brought  determines,  upon  application,  that,
            despite  the  adjudication  of  liability,  but in view of all the
            circumstances  of the case,  such person is fairly and  reasonably
            entitled  to  indemnity  for such  expenses as the court of common
            pleas or such other court shall deem proper;

                  (b) Any action or suit in which the only liability  asserted
            against a director is  pursuant to section  1701.95 of the Revised
            Code.

            (3) To the extent that a  director,  trustee,  officer,  employee,
      member, manager, or agent has been successful on the merits or otherwise
      in defense of any action,  suit, or  proceeding  referred to in division
      (E)(1) or (2) of this  section,  or in defense of any claim,  issue,  or
      matter  therein,  he shall be indemnified  against  expenses,  including
      attorney's fees,  actually and reasonably  incurred by him in connection
      with the action, suit, or proceeding.

            (4)  Any  indemnification  under  division  (E)(1)  or (2) of this
      section,  unless  ordered by a court,  shall be made by the  corporation
      only as  authorized  in the specific  case,  upon a  determination  that
      indemnification of the director,  trustee,  officer,  employee,  member,
      manager, or agent is proper in the circumstances  because he has met the
      applicable  standard of conduct  set forth in division  (E)(1) or (2) of
      this section.
      Such determination shall be made as follows:

                  (a) By a majority  vote of a quorum  consisting of directors
            of the  indemnifying  corporation who were not and are not parties
            to or threatened with the action,  suit, or proceeding referred to
            in division (E)(1) or (2) of this section;

                  (b) If the quorum  described  in division  (E)(4)(a) of this
            section is not  obtainable  or if a  majority  vote of a quorum of
            disinterested  directors  so  directs,  in a  written  opinion  by
            independent legal counsel other than an attorney, or a firm having
            associated  with it an attorney,  who has been  retained by or who
            has  performed  services for the  corporation  or any person to be
            indemnified within the past five years;

                  (c)   By the shareholders;

                  (d) By the court of  common  pleas or the court in which the
            action,  suit, or proceeding referred to in division (E)(1) or (2)
            of this section was brought.

            Any  determination  made  by  the  disinterested  directors  under
      division  (E)(4)(a)  or by  independent  legal  counsel  under  division
      (E)(4)(b) of this section shall be promptly  communicated  to the person
      who  threatened  or brought the action or suit by or in the right of the
      corporation  under division (E)(2) of this section,  and within ten days
      after receipt of such notification,  such person shall have the right to
      petition  the court of common pleas or the court in which such action or
      suit was brought to review the reasonableness of such determination.

            (5)(a) Unless at the time of a director's  act or omission that is
      the subject of an action,  suit, or  proceeding  referred to in division
      (E)(1) or (2) of this  section,  the  articles or the  regulations  of a
      corporation  state,  by specific  reference to this  division,  that the
      provisions of this division do not apply to the  corporation  and unless
      the only liability  asserted  against a director in an action,  suit, or
      proceeding  referred  to in  division  (E)(1) or (2) of this  section is
      pursuant to section  1701.95 of the Revised  Code,  expenses,  including
      attorney's fees, incurred by a director in defending the action, suit or
      proceeding  shall be paid by the  corporation  as they are incurred,  in
      advance of the final disposition of the action, suit, or proceeding upon
      receipt of an  undertaking  by or on behalf of the  director in which he
      agrees to do both of the following:

                  (i)  Repay  such  amount  if  it  is  proved  by  clear  and
            convincing evidence in a court of competent  jurisdiction that his
            action or failure to act  involved an act or  omission  undertaken
            with  deliberate  intent  to cause  injury to the  corporation  or
            undertaken  with reckless  disregard for the best interests of the
            corporation;

                  (ii)  Reasonably  cooperate with the corporation
            concerning the action, suit, or proceeding.

            (b) Expenses,  including  attorney's fees, incurred by a director,
      trustee, officer,  employee,  member, manager, or agent in defending any
      action,  suit,  or proceeding  referred to in division  (E)(1) or (2) of
      this section,  may be paid by the  corporation as they are incurred,  in
      advance of the final disposition of the action, suit, or proceeding,  as
      authorized  by the  directors in the specific  case,  upon receipt of an
      undertaking by or on behalf of the director, trustee, officer, employee,
      member,  manager,  or agent to repay such amount,  if it  ultimately  is
      determined that he is not entitled to be indemnified by the corporation.

            (6) The  indemnification  authorized  by this section shall not be
      exclusive  of, and shall be in addition to, any other rights  granted to
      those seeking  indemnification under the articles, the regulations,  any
      agreement,  a  vote  of  shareholders  or  disinterested  directors,  or
      otherwise,  both as to action  in their  official  capacities  and as to
      action in another capacity while holding their offices or positions, and
      shall continue as to a person who has ceased to be a director,  trustee,
      officer,  employee,  member,  manager,  or agent and shall  inure to the
      benefit of the heirs, executors, and administrators of such a person.

            (7) A corporation  may purchase and maintain  insurance or furnish
      similar protection,  including, but not limited to, trust funds, letters
      of credit, or  self-insurance,  on behalf of or for any person who is or
      was a director, officer, employee, or agent of the corporation, or is or
      was serving at the request of the  corporation  as a director,  trustee,
      officer,  employee,  member,  manager, or agent of another  corporation,
      domestic  or  foreign,  nonprofit  or for  profit,  a limited  liability
      company,  or a partnership,  joint venture,  trust, or other enterprise,
      against any  liability  asserted  against him and incurred by him in any
      such capacity,  or arising out of his status as such, whether or not the
      corporation would have the power to indemnify him against such liability
      under this section. Insurance may be purchased from or maintained with a
      person in which the corporation has a financial interest.

            (8) The authority of a corporation to indemnify  persons  pursuant
      to division  (E)(1) or (2) of this section does not limit the payment of
      expenses  as they are  incurred,  indemnification,  insurance,  or other
      protection that may be provided  pursuant to divisions  (E)(5),(6),  and
      (7) of this  section.  Divisions  (E)(1) and (2) of this  section do not
      create  any  obligation  to  repay  or  return   payments  made  by  the
      corporation pursuant to division (E)(5),(6) or (7).

            (9) As  used  in  division  (E)  of  this  section,  "corporation"
      includes all constituent  entities in a consolidation  or merger and the
      new  or  surviving  corporation,  so  that  any  person  who is or was a
      director,  officer, employee, trustee, member, manager, or agent of such
      a  constituent  entity,  or is or was  serving  at the  request  of such
      constituent entity as a director,  trustee, officer,  employee,  member,
      manager, or agent of another corporation, domestic or foreign, nonprofit
      or for  profit,  a  limited  liability  company,  a  partnership,  joint
      venture,  trust, or other  enterprise,  shall stand in the same position
      under this section with respect to the new or surviving  corporation  as
      he would if he had served the new or surviving  corporation  in the same
      capacity.

            Article FIVE of the Code of Regulations of the Registrant  governs
indemnification by the Registrant and provides as follows:

            Section 5.01.  Mandatory  Indemnification.  The corporation  shall
      indemnify  any officer or director  of the  corporation  who was or is a
      party or is threatened to be made a party to any threatened,  pending or
      completed  action,   suit  or  proceeding,   whether  civil,   criminal,
      administrative  or investigative  (including,  without  limitation,  any
      action  threatened or instituted by or in the right of the corporation),
      by reason of the fact that he is or was a director,  officer, manager or
      agent of the  corporation,  or is or was  serving at the  request of the
      corporation as a director,  trustee, officer,  employee, member, manager
      or agent of another corporation  (domestic or foreign,  nonprofit or for
      profit), limited liability company, partnership, joint venture, trust or
      other  enterprise,  against  expenses  (including,  without  limitation,
      attorneys'  fees,  filing fees,  court  reporters'  fees and  transcript
      costs),  judgments,  fines and amounts paid in  settlement  actually and
      reasonably  incurred  by him in  connection  with such  action,  suit or
      proceeding  if he acted in good  faith  and in a  manner  he  reasonably
      believed  to  be in  or  not  opposed  to  the  best  interests  of  the
      corporation,  and with respect to any criminal action or proceeding,  he
      had no reasonable  cause to believe his conduct was  unlawful.  A person
      claiming  indemnification  under this Section 5.01 shall be presumed, in
      respect  of  any  act  or  omission   giving  rise  to  such  claim  for
      indemnification,  to  have  acted  in  good  faith  and in a  manner  he
      reasonably believed to be in or not opposed to the best interests of the
      corporation,  and with  respect to any criminal  matter,  to have had no
      reasonable   cause  to  believe  his  conduct  was  unlawful,   and  the
      termination  of any  action,  suit or  proceeding  by  judgment,  order,
      settlement  or  conviction,  or upon a plea of  nolo  contendere  or its
      equivalent, shall not, of itself, rebut such presumption.

            Section  5.02.  Court-Approved   Indemnification.   Anything
      contained  in  the   Regulations  or  elsewhere  to  the  contrary
      notwithstanding:

                  (A) the  corporation  shall not  indemnify  any  officer  or
            director  of the  corporation  who  was a party  to any  completed
            action or suit instituted by or in the right of the corporation to
            procure a  judgment  in its favor by reason of the fact that he is
            or was a director,  officer, employee or agent of the corporation,
            or is or was  serving  at the  request  of  the  corporation  as a
            director,  trustee, officer, employee, member, manager or agent of
            another  corporation  (domestic  or  foreign,   nonprofit  or  for
            profit),  limited liability company,  partnership,  joint venture,
            trust or other  enterprise,  in  respect  of any  claim,  issue or
            matter  asserted  in such action or suit as to which he shall have
            been adjudged to be liable for acting with reckless  disregard for
            the best interests of the  corporation  or misconduct  (other than
            negligence)  in the  performance  of his  duty to the  corporation
            unless  and only to the extent  that the Court of Common  Pleas of
            Franklin  County,  Ohio or the court in which such  action or suit
            was brought shall determine upon  application  that,  despite such
            adjudication of liability, and in view of all the circumstances of
            the case, he is fairly and  reasonably  entitled to such indemnity
            as such  Court of Common  Pleas or such  other  court  shall  deem
            proper; and

                  (B) the  corporation  shall  promptly  make any such  unpaid
            indemnification  as is  determined  by a  court  to be  proper  as
            contemplated by this Section 5.02.

            Section 5.03. Indemnification for Expenses.  Anything contained in
      the  Regulations  or elsewhere to the contrary  notwithstanding,  to the
      extent  that  an  officer  or  director  of  the  corporation  has  been
      successful on the merits or otherwise in defense of any action,  suit or
      proceeding  referred  to in  Section  5.01,  or in defense of any claim,
      issue  or  matter  therein,  he  shall be  promptly  indemnified  by the
      corporation against expenses (including, without limitation,  attorneys'
      fees,  filing fees, court reporters' fees and transcript costs) actually
      and reasonably incurred by him in connection therewith.

            Section 5.04. Determination Required. Any indemnification required
      under Section 5.01 and not precluded under Section 5.02 shall be made by
      the corporation only upon a determination  that such  indemnification of
      the officer or director  is proper in the  circumstances  because he has
      met the applicable  standard of conduct set forth in Section 5.01.  Such
      determination  may be made  only  (A) by a  majority  vote  of a  quorum
      consisting  of  directors  of the  corporation  who were not and are not
      parties to, or threatened with, any such action, suit or proceeding,  or
      (B) if such a quorum is not  obtainable  or if a majority of a quorum of
      disinterested  directors so directs, in a written opinion by independent
      legal counsel other than an attorney,  or a firm having  associated with
      it an attorney,  who has been retained by or who has performed  services
      for the  corporation,  or any person to be indemnified,  within the past
      five years,  or (C) by the  shareholders,  or (D) by the Court of Common
      Pleas  of  Franklin  County,  Ohio  or (if  the  corporation  is a party
      thereto) the court in which such action, suit or proceeding was brought,
      if any; any such determination may be made by a court under division (D)
      of this Section 5.04 at any time  [including,  without  limitation,  any
      time before, during or after the time when any such determination may be
      requested  of,  be  under  consideration  by  or  have  been  denied  or
      disregarded  by the  disinterested  directors  under  division (A) or by
      independent  legal  counsel  under  division (B) or by the  shareholders
      under division (C) of this Section 5.04];  and no failure for any reason
      to make any such  determination,  and no decision for any reason to deny
      any such  determination,  by the disinterested  directors under division
      (A)  or  by   independent   legal  counsel  under  division  (B)  or  by
      shareholders  under  division (C) of this Section 5.04 shall be evidence
      in  rebuttal  of  the   presumption   recited  in  Section   5.01.   Any
      determination made by the disinterested  directors under division (A) or
      by independent  legal counsel under division (B) of this Section 5.04 to
      make  indemnification  in respect of any claim, issue or matter asserted
      in an action or suit  threatened  or  brought  by or in the right of the
      corporation shall be promptly  communicated to the person who threatened
      or brought such action or suit,  and within ten (10) days after  receipt
      of such  notification  such person  shall have the right to petition the
      Court of Common  Pleas of  Franklin  County,  Ohio or the court in which
      such action or suit was brought, if any, to review the reasonableness of
      such determination.

            Section 5.05. Advances for Expenses. Expenses (including,  without
      limitation,  attorneys'  fees,  filing fees,  court  reporters' fees and
      transcript  costs) incurred in defending any action,  suit or proceeding
      referred to in Section 5.01 shall be paid by the  corporation in advance
      of the final  disposition  of such action,  suit or  proceeding to or on
      behalf of the officer or director promptly as such expenses are incurred
      by him,  but only if such  officer or  director  shall first  agree,  in
      writing,  to repay all amounts so paid in respect of any claim, issue or
      other matter  asserted in such action,  suit or proceeding in defense of
      which he shall not have been successful on the merits or otherwise:

                  (A) if it shall  ultimately  be  determined  as  provided in
            Section  5.04 that he is not  entitled  to be  indemnified  by the
            corporation as provided under Section 5.01; or

                  (B) if,  in  respect  of any  claim,  issue or other  matter
            asserted by or in the right of the  corporation  in such action or
            suit,  he shall have been  adjudged  to be liable for acting  with
            reckless  disregard for the best  interests of the  corporation or
            misconduct  (other than negligence) in the performance of his duty
            to the  corporation,  unless and only to the extent that the Court
            of Common  Pleas of  Franklin  County,  Ohio or the court in which
            such action or suit was brought shall  determine upon  application
            that,  despite such adjudication of liability,  and in view of all
            the circumstances,  he is fairly and reasonably entitled to all or
            part of such indemnification.

            Section  5.06.  Article FIVE Not  Exclusive.  The  indemnification
      provided by this Article FIVE shall not be exclusive of, and shall be in
      addition   to,   any  other   rights  to  which   any   person   seeking
      indemnification may be entitled under the Articles, the Regulations, any
      agreement,  a  vote  of  shareholders  or  disinterested  directors,  or
      otherwise,  both as to action in his official  capacity and as to action
      in another capacity while holding such office,  and shall continue as to
      a person who has ceased to be an officer or director of the  corporation
      and  shall   inure  to  the  benefit  of  the  heirs,   executors,   and
      administrators of such a person.

            Section 5.07. Insurance. The corporation may purchase and maintain
      insurance or furnish  similar  protection,  including but not limited to
      trust  funds,  letters of credit,  or  self-insurance,  on behalf of any
      person  who is or was a  director,  officer,  employee  or  agent of the
      corporation, or is or was serving at the request of the corporation as a
      director,  trustee,  officer,  employee, or agent of another corporation
      (domestic  or foreign,  nonprofit  or for  profit),  partnership,  joint
      venture,  trust or other  enterprise,  against  any  liability  asserted
      against him and incurred by him in any such capacity,  or arising out of
      his  status  as such,  whether  or not the  corporation  would  have the
      obligation  or the power to indemnify him against such  liability  under
      the provisions of this Article FIVE.  Insurance may be purchased from or
      maintained  with a  person  in which  the  corporation  has a  financial
      interest.

            Section  5.08.  Certain  Definitions.  For  purposes of this
      Article FIVE, and as examples and not by way of limitation:

                  (A) A person  claiming  indemnification  under this  Article
            FIVE  shall be  deemed to have been  successful  on the  merits or
            otherwise in defense of any action, suit or proceeding referred to
            in Section 5.01, or in defense of any claim, issue or other matter
            therein, if such action, suit or proceeding shall be terminated as
            to such person, with or without prejudice,  without the entry of a
            judgment  or order  against  him,  without  a  conviction  of him,
            without the  imposition of a fine upon him and without his payment
            or agreement to pay any amount in settlement  thereof  (whether or
            not any  such  termination  is  based  upon a  judicial  or  other
            determination  of the lack of merit of the claims made against him
            or otherwise results in a vindication of him); and

                  (B)  References  to  an  "other  enterprise"  shall  include
            employee  benefit plans;  references to a "fine" shall include any
            excise  taxes  assessed  on a person  with  respect to an employee
            benefit  plan;  and  references  to "serving at the request of the
            corporation"  shall  include any  service as a director,  officer,
            employee or agent of the  corporation  which imposes duties on, or
            involves  services by, such director,  officer,  employee or agent
            with respect to an employee  benefit  plan,  its  participants  or
            beneficiaries;  and a  person  who  acted in good  faith  and in a
            manner he reasonably  believed to be in the best  interests of the
            participants  and  beneficiaries of an employee benefit plan shall
            be  deemed  to have  acted in a manner  "not  opposed  to the best
            interests of the  corporation"  within the meaning of that term as
            used in this Article FIVE.

            Section 5.09. Venue. Any action, suit or proceeding to determine a
      claim for  indemnification  under this Article FIVE may be maintained by
      the person claiming such indemnification,  or by the corporation, in the
      Court of Common Pleas of Franklin County,  Ohio. The corporation and (by
      claiming such  indemnification) each such person consent to the exercise
      of  jurisdiction  over its or his person by the Court of Common Pleas of
      Franklin County, Ohio in any such action, suit or proceeding.

          Section 12(p) of the AirNet Systems,  Inc. 1996 Incentive Stock Plan
     (the "Plan") provides for the  indemnification of members of the Board of
     Directors of the  Registrant  and of the  Compensation  Committee of such
     Board which administers the Plan. Section 12(p) provides as follows:

               (p)  INDEMNIFICATION.  Each  person who is or shall have been a
          member of the  Committee  or of the Board shall be  indemnified  and
          held  harmless  by the  Company  against  and from any  loss,  cost,
          liability or expense that may be imposed upon or reasonably incurred
          by him in connection with or resulting from any claim,  action, suit
          or  proceeding to which he may be made a party or in which he may be
          involved  by reason of any action  taken or failure to act under the
          Plan  and  against  and  from  any  and all  amounts  paid by him in
          settlement thereof,  with the Company's approval,  or paid by him in
          satisfaction of any judgment in any such action,  suit or proceeding
          against him,  provided he shall give the Company an opportunity,  at
          its own expense, to handle and defend the same before he  undertakes
          to handle and defend it on his own behalf.  The  foregoing  right of
          indemnification  shall not be exclusive and shall be  independent of
          any other  rights of  indemnification  to which such  persons may be
          entitled  under  the  Company's   Certificate  of  Incorporation  or
          By-laws, by contract, as a matter of law, or otherwise.

            The  Registrant  has purchased  insurance  coverage under a policy
which insures  directors and officers against certain  liabilities which might
be incurred by them in such capacities.

Item 7.  Exemption from Registration Claimed.

            Not Applicable.

Item 8.  Exhibits.

            See the Index to Exhibits attached hereto at page II-16.

Item 9.  Undertakings.

A.   The undersigned Registrant hereby undertakes:

          (1) To file,  during any  period in which  offers or sales are being
          made, a post-effective amendment to this registration statement:

            (i)   To include any  prospectus  required by Section
                  10(a)(3) of the Securities Act of 1933;

            (ii)  To reflect  in the  prospectus  any facts or events  arising
                  after the effective date of the  registration  statement (or
                  the most recent  post-effective  amendment  thereof)  which,
                  individually  or in the  aggregate,  represent a fundamental
                  change  in the  information  set  forth in the  registration
                  statement; and

            (iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such  information in the
                  registration statement;
provided,  however, that paragraphs A(1)(i) and A(1)(ii) do not apply if
      the information required to be included in a post-effective amendment by
      those   paragraphs  is  contained  in  periodic  reports  filed  by  the
      Registrant  pursuant  to Section 13 or Section  15(d) of the  Securities
      Exchange  Act of  1934  that  are  incorporated  by  reference  in  this
      registration statement.

      (2)   That,  for the  purpose of  determining  any  liability  under the
            Securities Act of 1933, each such  post-effective  amendment shall
            be  deemed  to be a new  registration  statement  relating  to the
            securities offered therein, and the offering of such securities at
            that time  shall be deemed to be the  initial  bona fide  offering
            thereof.

      (3)   To remove from registration by means of a post-effective amendment
            any of the securities  being registered which remain unsold at the
            termination of the offering.

B.    The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
      determining  any liability under the Securities Act of 1933, each filing
      of  the   Registrant's   annual  report  pursuant  to  Section 13(a)  or
      Section 15(d)   of  the   Securities   Exchange  Act  of  1934  that  is
      incorporated by reference in the registration  statement shall be deemed
      to be a new registration  statement  relating to the securities  offered
      therein,  and the  offering  of such  securities  at that time  shall be
      deemed to be the initial bona fide offering thereof.

C.    Insofar as indemnification  for liabilities arising under the Securities
      Act of 1933 may be permitted  to  directors,  officers  and  controlling
      persons  of the  Registrant  pursuant  to the  provisions  described  in
      Item 6 of this Part II,  or otherwise,  the  Registrant has been advised
      that in the  opinion of the  Securities  and  Exchange  Commission  such
      indemnification  is against  public  policy as  expressed in the Act and
      is,   therefore,   unenforceable.   In  the  event   that  a  claim  for
      indemnification  against such liabilities (other than the payment by the
      Registrant  of  expenses  incurred  or paid by a  director,  officer  or
      controlling  person of the Registrant in the  successful  defense of any
      action,  suit or proceeding)  is asserted by such  director,  officer or
      controlling  person in connection with the securities being  registered,
      the  Registrant  will,  unless in the  opinion of its counsel the matter
      has  been  settled  by  controlling  precedent,  submit  to a  court  of
      appropriate  jurisdiction the question whether such  indemnification  by
      it is  against  public  policy  as  expressed  in the  Act  and  will be
      governed by the final adjudication of such issue.
SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant  certifies that it has reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on Form  S-8 and has duly  caused  this
Registration  Statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized, in the City of Columbus, State of Ohio, on the 15th
day of July, 1996.

                                    AIRNET SYSTEMS, INC.

                                    By: /s/ Gerald G. Mercer
                                        Gerald G. Mercer,
                                        Chairman of the Board, President
                                        and Chief Executive Officer

      Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by the  following  persons  in the
capacities indicated on the 15th day of July, 1996.

Signature                                 Title

*Gerald G. Mercer                         Chairman of the Board, President,
Gerald G. Mercer                          Chief Executive Officer and Director

*Eric P. Roy                              Executive Vice President, Chief
Eric P. Roy                               Operating Officer, Chief Financial
                                          Officer, Treasurer and Director

*Tony C. Canonie, Jr.                     Director
Tony C. Canonie, Jr.

*Russell M. Gertmenian                    Director
Russell M. Gertmenian

*J. F. Keeler, Jr.                        Director
J. F. Keeler, Jr.

*By Power of Attorney

 /s/ Gerald G. Mercer
Gerald G. Mercer
(Attorney-in-Fact)

                                  - II-15 -
INDEX TO EXHIBITS

   Exhibit
     No.        Description                          Page No.
  -------  --------------------------           ------------------------------
   4(a)    Amended Articles of                  Incorporated herein by
           AirNet Systems, Inc.                 reference to Registrant's
                                                Registration Statement on
                                                Form 8-A filed on May 3, 1996
                                                (File No. 0-28428)
                                                [Exhibit 2.1]

   4(b)    Certificate of Amendment to the      Pages 19 through 21.
           Amended Articles of AirNet
           Systems, Inc. as filed with Ohio
           Secretary of State on May 28, 1996

   4(c)    Amended Articles of                  Pages 22 through 24.
           AirNet Systems, Inc. (as amended
           through May 28, 1996)

   4(d)    Code of Regulations of AirNet        Incorporated herein by
           Systems, Inc.                        reference to Registrant's
                                                Registration Statement on
                                                Form 8-A filed on May 3, 1996
                                                (File No. 0-28428)
                                                [Exhibit 2.2]

   4(e)    AirNet Systems, Inc. 1996            Incorporated herein by
           Incentive Stock Plan                 reference to Amendment No. 1
                                                to Registrant's Registration
                                                Statement on Form S-1 filed
                                                on May 7, 1996 (Registration
                                                No. 333-3092) [Exhibit 10.10]

    5      Opinion of Vorys, Sater, Seymour     Pages 25 and 26.
           and Pease, counsel to Registrant

  23(a)    Consent of Ernst & Young LLP         Pages 27 and 28.

                                  - II-16 -
23(b)    Consent of Vorys, Sater, Seymour     Filed as part of Exhibit 5
           and Pease, counsel to Registrant     hereof.

   24      Powers of Attorney                   Pages 29 through 34.

                                  - II-17 -