UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of report (Date of earliest event reported): February 3, 2005


                             PINNACLE AIRLINES CORP.
               (Exact Name of Registrant as Specified in Charter)


                        Commission File Number 001-31898

           Delaware                                             03-0376558
  (State or other jurisdiction                              (I. R. S. Employer
of incorporation or organization)                           Identification No.)

1689 Nonconnah Blvd, Suite 111 Memphis, TN                         38132
 (Address of principal executive offices)                        (Zip Code)


               Registrant's telephone number, including area code
                                 (901) 348-4100


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the Registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

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

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

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

<PAGE>

Item 1.01.  Entry into a Material Definitive Agreement.

Purchase Agreement

On February 3, 2005, Pinnacle Airlines Corp.  ("Pinnacle Airlines") entered into
a Purchase  Agreement (the  "Purchase  Agreement")  with Merrill Lynch,  Pierce,
Fenner  &  Smith   Incorporated  and  Raymond  James  &  Associates,   Inc.,  as
representatives  of the several  initial  purchasers of the  convertible  senior
notes  described  herein.  Subject to the terms and  conditions  in the Purchase
Agreement,  Pinnacle Airlines agreed to sell to the initial purchasers,  and the
initial  purchasers  agreed to purchase  from  Pinnacle  Airlines,  $110,000,000
aggregate  principal amount of its 3.25 % Senior Convertible Notes due 2025 (the
"Notes").  Each of the  initial  purchasers  agreed to purchase a portion of the
aggregate  $110,000,000  notes.  Pinnacle  Airlines  has  granted to the initial
purchasers  an option to  purchase  up to an  additional  $11,000,000  principal
amount  of notes,  which is  exercisable  for 30 days from the date of  original
issuance of the notes.

The Notes and the common stock  issuable  upon  conversion of the notes have not
been  registered  under the Securities Act of 1933, as amended (the  "Securities
Act") or any state  securities  laws and may not be  offered  or sold  except to
qualified  institutional  buyers in reliance  on Rule 144A under the  Securities
Act.  Resales of the notes and the common stock issuable upon  conversion of the
notes are restricted.

Pursuant to the terms of the Purchase  Agreement,  Pinnacle Airlines has agreed,
subject to certain  exceptions,  not to offer,  sell or otherwise dispose of any
shares of  Pinnacle  Airlines  common  stock or any  securities  convertible  or
exchangeable  into Pinnacle  Airlines  common stock for a period of 90 days from
the  date  of  the  Purchase  Agreement.  The  representatives  of  the  initial
purchasers, in their sole discretion,  may release any of the securities subject
to such restrictions at any time without notice.

Pinnacle Airlines has agreed to indemnify the initial purchasers against certain
liabilities, including liabilities under the Securities Act, and will contribute
to payments  that the initial  purchasers  may be required to make in respect of
those liabilities.

A copy of the  Purchase  Agreement  is attached as Exhibit  99.1 to this current
report on Form 8-K.

Indenture

On February 8, 2005,  Pinnacle  Airlines entered into an indenture with Deutsche
Bank Trust  Company,  as  trustee,  relating  to the  issuance  of  $110,000,000
aggregate  principal amount of the Notes (the  "Indenture").  Pinnacle  Airlines
incorporates by reference the information  contained in Item 2.03 (Creation of a
Direct  Financial  Obligation  or  an  Obligation  under  an  Off-Balance  Sheet
Arrangement  of a Registrant)  of this current report on Form 8-K into this Item
1.01.

A copy of the  Indenture is attached as Exhibit  99.2 to this current  report on
Form 8-K.

<PAGE>

Registration Rights Agreement

On  February 8, 2005,  Pinnacle  Airlines  entered  into a  Registration  Rights
Agreement (the  "Registration  Rights  Agreement")  with Merrill Lynch,  Pierce,
Fenner  &  Smith   Incorporated  and  Raymond  James  &  Associates,   Inc.,  as
representatives of the several initial purchasers of the Notes. The Registration
Rights Agreement  provides that Pinnacle Airlines agrees, for the benefit of the
holders of the Notes and the shares of Pinnacle Airlines common stock, par value
$.01 per share (the "Common Stock"), issuable upon conversion of the Notes, that
Pinnacle Airlines and any of the subsidiary guarantors will, at its cost:

  -  file with the Securities and Exchange Commission no later than the 90th day
     after  the  first  date  of  original   issuance  of  the  Notes,  a  shelf
     registration  statement  covering resales of the Notes and the Common Stock
     issuable upon conversion, redemption or repurchase thereof pursuant to Rule
     415 under the Securities Act of 1933, as amended (the "Securities Act"):

  -  use  reasonable  efforts to cause the shelf  registration  statement  to be
     declared  effective  under the  Securities Act no later than 180 days after
     the first date of original issuance of the Notes; and

  -  use reasonable efforts to keep the shelf registration  statement  effective
     until the earliest of:

     1)   the second  anniversary  of the last date of original  issuance of the
          Notes;

     2)   the date when the holders of Notes and holders of the shares of Common
          Stock issuable upon conversion,  redemption or repurchase of the Notes
          are able to sell  such  Notes  and  such  shares  immediately  without
          restriction  pursuant to the volume limitation  provisions of Rule 144
          under the Securities Act; and

     3)   the date when all of the  Notes and the  Common  Stock  issuable  upon
          conversion,  redemption  or  repurchase  thereof have been sold either
          pursuant to the shelf  registration  statement or pursuant to Rule 144
          under the Securities Act or any similar provision then in force.

If  Pinnacle  Airlines  fails  to  comply  with  certain  of  the  terms  of the
Registration   Rights  Agreement  (a  "Registration   Default"),   predetermined
"additional  amounts"  will  accrue on the Notes  that are  transfer  restricted
securities, from and including the day following the Registration Default to but
excluding the earlier of (1) the day on which the Registration  Default has been
cured and (2) the date the  registration  statement is no longer  required to be
kept effective. The additional amounts will be paid to holders of Notes entitled
to interest  payments on such dates  semiannually in arrears on each February 15
and August 15 and will accrue at a rate per year equal to:

  -  0.25%  of the  principal  amount  of a Note to and  including  the 90th day
     following such Registration Default; and
  -  0.50%  of the  principal  amount  of a Note  from  and  after  the 91st day
     following such Registration Default.

In no event will additional amounts exceed 0.50% per year.

<PAGE>

A copy of the Registration  Rights Agreement is attached as Exhibit 99.3 to this
current report on Form 8-K.

Fourth Amendment to the Revolving Credit Facility

On February 8, 2005,  Pinnacle  Airlines,  Inc.,  a wholly owned  subsidiary  of
Pinnacle  Airlines Corp., and Northwest  Airlines,  Inc. entered into the Fourth
Amendment to the Revolving Credit Facility between Pinnacle  Airlines,  Inc. and
Northwest  Airlines,  Inc. Among other things,  the Fourth Amendment changes the
outside  termination  date of the Revolving Credit Facility to June 30, 2005 and
further  provides that Pinnacle  Airlines Corp. shall cancel the promissory note
payable by Pinnacle  Airlines,  Inc. to Northwest  Airlines,  Inc. ($120 million
outstanding  balance)  immediately after Pinnacle Airlines Corp.  purchases such
promissory note from Northwest Airlines,  Inc. The Fourth Amendment also permits
Pinnacle  Airlines,  Inc. to pay certain dividends to Pinnacle Airlines Corp. in
order for Pinnacle Airlines Corp. to meet its financial  obligations  associated
with its 3.25% Senior Convertible Notes due 2025.

A copy of the Fourth  Amendment  is  attached  as Exhibit  99.4 to this  current
report on Form 8-K.

Item 2.03.  Creation of a Direct Financial  Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.

On February 8, 2005,  Pinnacle Airlines entered into the Indenture with Deutsche
Bank Trust  Company,  as  trustee,  relating  to the  issuance  of  $110,000,000
aggregate  principal  amount of the Notes that were sold in accordance  with the
Purchase Agreement in a private placement,  which was consummated on February 8,
2005.

The Notes  will bear  interest  at the rate of 3.25% per year.  Interest  on the
Notes is payable on August 15 and February 15 of each year,  beginning on August
15 2005. The Notes will mature on February 15, 2025,  unless earlier  converted,
redeemed or repurchased by Pinnacle Airlines.

Pinnacle Airlines may redeem some or all of the Notes for cash at any time on or
after  February 15, 2010,  at a redemption  price equal to 100% of the principal
amount of the  Notes to be  redeemed  plus  accrued  and  unpaid  interest  (and
contingent  interest and additional  amounts,  if any) to the  redemption  date.
Prior to February 15, 2010,  Pinnacle Airlines cannot redeem the Notes. A holder
of the Notes may require Pinnacle Airlines to repurchase for cash some or all of
such holder's notes at a repurchase  price equal to 100% of the principal amount
of the Notes, plus accrued and unpaid interest  (including  contingent  interest
and additional  amounts,  if any) up to but excluding the applicable  repurchase
date, on February 15, 2010,  February 15, 2015 and February 15, 2020 or, subject
to specified  exceptions,  at any time prior to the Notes' maturity  following a
fundamental change as described in the Indenture.

Holders may convert their Notes into cash and shares of Common Stock, if any, at
a  conversion  rate of  75.6475  shares per  $1,000  principal  amount of Notes,
subject to adjustment  upon certain events,  under the following  circumstances:
(1) during specified periods,  if the price of the Common Stock reaches,  or the
trading price of the Notes falls below,  specified  thresholds  described in the
Indenture; (2) if Pinnacle Airlines calls the Notes for redemption;  or (3) upon
the occurrence of certain  corporate  transactions.  Upon  conversion,  Pinnacle
Airlines will deliver cash equal to the lesser of the aggregate principal amount
of Notes to be  converted  and its total  conversion  obligation  and  shares of

<PAGE>

Common Stock in respect of the remainder,  if any, of its conversion obligation.
If  certain  corporate  transactions  occur on or prior to  February  15,  2010,
Pinnacle  Airlines will increase the  conversion  rate by a number of additional
shares of Common Stock or, in lieu thereof,  Pinnacle Airlines may under certain
circumstances  elect to adjust the  conversion  rate and the related  conversion
obligation so that the Notes will be convertible into shares of the acquiring or
surviving company, in each case as described in the Indenture.

The Notes will be direct,  unsecured and unsubordinated  obligations of Pinnacle
Airlines  and will rank equal in priority  with all of its  existing  and future
subordinated indebtedness.  The Notes will effectively rank junior to any of its
existing  and  future  secured  indebtedness  and  to  the  liabilities  of  its
subsidiary.

Since the Notes provide for this net share settlement, the number of shares used
for  purposes  of  calculating  fully  diluted  earnings  per share of  Pinnacle
Airlines during a reporting  period will not increase as a result of the sale of
the Notes this  transaction  unless the average  price of the Pinnacle  Airlines
common stock during such reporting  period exceeds the initial  conversion price
of $13.22, and then only to the extent of such excess.

Item 3.02.  Unregistered Sales of Equity Securities.

Pinnacle Airlines  incorporates by reference the information contained under the
heading  "Purchase  Agreement"  in Item 1.01 (Entry  into a Material  Definitive
Agreement)  and Item  2.03  (Creation  of a Direct  Financial  Obligation  or an
Obligation  under an  Off-Balance  Sheet  Arrangement  of a Registrant)  of this
current report on Form 8-K into this Item 3.02.

The sale of the Notes was made to  qualified  institutional  buyers  pursuant to
Rule 144A under the  Securities  Act of 1933 and,  therefore,  was exempt  under
Section 4(2) of the Securities Act of 1933.

The sale of the Notes involved a 3.25% underwriting  discount for Merrill Lynch,
Pierce,  Fenner & Smith  Incorporated  and Raymond James & Associates,  Inc., as
representatives of the several initial purchasers of the Notes.

Item 7.01.  Regulation FD Disclosure.

On February 7, 2005,  Pinnacle Airlines issued a press release commenting on the
structure  of its 3.25% Senior  Convertible  Notes due 2025. A copy of the press
release is attached as Exhibit 99.5 to this Current Report on Form 8-K.

On February 8, 2005,  Pinnacle  Airlines  issued a press release  announcing the
completion on February 8, 2005 of its sale of $110,000,000  aggregate  principal
amount  of its 3.25%  Senior  Convertible  Notes  due 2025.  A copy of the press
release is attached as Exhibit 99.6 to this Current Report on Form 8-K.

The information contained in this Current Report on Form 8-K does not constitute
an offer to sell or the  solicitation  of an  offer to buy any  securities.  The
offering has been made only to qualified institutional buyers in accordance with
Rule 144A under the Securities Act of 1933, as amended.  The securities  offered
have not been registered under the Securities Act, or any state securities laws,
and unless so registered may not be offered or sold in the United States, except
pursuant  to an  exemption  from,  or  in a  transaction  not  subject  to,  the
registration  requirements of the Securities Act and applicable state securities
laws.

<PAGE>

Item 9.01.  Financial  Statements,  Pro Forma  Financial  Information and
            Exhibits.

   (c) Exhibits:

   Exhibit
    Number      Description
   --------   ------------------------------------------------------------------

     99.1       Purchase Agreement, dated as of February 3, 2005, by and among,
                Pinnacle Airlines Corp., Merrill Lynch, Pierce, Fenner & Smith
                Incorporated and Raymond James & Associates, Inc.

     99.2       Indenture, dated as of February 8, 2005, by and between Pinnacle
                Airlines Corp. and Deutsche Bank Trust Company

     99.3       Registration Rights Agreement, dated as of February 8, 2005, by
                and among Pinnacle Airlines Corp., Merrill Lynch, Pierce, Fenner
                & Smith Incorporated and Raymond James & Associates, Inc.

     99.4       Fourth Amendment, dated February 8, 2005, to the Revolving
                Credit Facility between Pinnacle Airlines, Inc. and Northwest
                Airlines, Inc.

     99.5       Press release issued by Pinnacle Airlines Corp. dated
                February 7, 2005

     99.6       Press release issued by Pinnacle Airlines Corp. dated
                February 8, 2005



<PAGE>

                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                   PINNACLE AIRLINES CORP.
                                   (Registrant)

                                   By: /s/ Peter D. Hunt
                                      --------------------------------
                                      Peter D. Hunt
                                      Vice President and Chief Financial Officer




February 8, 2005




<PAGE>

                                INDEX TO EXHIBITS


   Exhibit
    Number       Description
---------------  --------------------------------------------------------------

     99.1        Purchase Agreement, dated as of February 3, 2005, by and among,
                 Pinnacle Airlines Corp., Merrill Lynch, Pierce, Fenner & Smith
                 Incorporated and Raymond James & Associates, Inc.

     99.2        Indenture, dated as of February 8, 2005, by and between
                 Pinnacle Airlines Corp. and Deutsche Bank Trust Company

     99.3        Registration Rights Agreement, dated as of February 8, 2005, by
                 and among Pinnacle Airlines Corp., Merrill Lynch, Pierce,
                 Fenner & Smith Incorporated and Raymond James & Associates,
                 Inc.

     99.4        Fourth Amendment, dated February 8, 2005, to the Revolving
                 Credit Facility between Pinnacle Airlines, Inc. and Northwest
                 Airlines, Inc.

     99.5        Press release issued by Pinnacle Airlines Corp. dated
                 February 7, 2005

     99.6        Press release issued by Pinnacle Airlines Corp. dated
                 February 8, 2005
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of report (Date of earliest event reported): February 3, 2005

                             PINNACLE AIRLINES CORP.
               (Exact Name of Registrant as Specified in Charter)

                        Commission File Number 001-31898

           Delaware                                             03-0376558
  (State or other jurisdiction                              (I. R. S. Employer
of incorporation or organization)                           Identification No.)

1689 Nonconnah Blvd, Suite 111 Memphis, TN                         38132
 (Address of principal executive offices)                        (Zip Code)

               Registrant's telephone number, including area code
                                 (901) 348-4100

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the Registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

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

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

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))
Item 1.01.  Entry into a Material Definitive Agreement.

Purchase Agreement

On February 3, 2005, Pinnacle Airlines Corp.  ("Pinnacle Airlines") entered into
a Purchase  Agreement (the  "Purchase  Agreement")  with Merrill Lynch,  Pierce,
Fenner  &  Smith   Incorporated  and  Raymond  James  &  Associates,   Inc.,  as
representatives  of the several  initial  purchasers of the  convertible  senior
notes  described  herein.  Subject to the terms and  conditions  in the Purchase
Agreement,  Pinnacle Airlines agreed to sell to the initial purchasers,  and the
initial  purchasers  agreed to purchase  from  Pinnacle  Airlines,  $110,000,000
aggregate  principal amount of its 3.25 % Senior Convertible Notes due 2025 (the
"Notes").  Each of the  initial  purchasers  agreed to purchase a portion of the
aggregate  $110,000,000  notes.  Pinnacle  Airlines  has  granted to the initial
purchasers  an option to  purchase  up to an  additional  $11,000,000  principal
amount  of notes,  which is  exercisable  for 30 days from the date of  original
issuance of the notes.

The Notes and the common stock  issuable  upon  conversion of the notes have not
been  registered  under the Securities Act of 1933, as amended (the  "Securities
Act") or any state  securities  laws and may not be  offered  or sold  except to
qualified  institutional  buyers in reliance  on Rule 144A under the  Securities
Act.  Resales of the notes and the common stock issuable upon  conversion of the
notes are restricted.

Pursuant to the terms of the Purchase  Agreement,  Pinnacle Airlines has agreed,
subject to certain  exceptions,  not to offer,  sell or otherwise dispose of any
shares of  Pinnacle  Airlines  common  stock or any  securities  convertible  or
exchangeable  into Pinnacle  Airlines  common stock for a period of 90 days from
the  date  of  the  Purchase  Agreement.  The  representatives  of  the  initial
purchasers, in their sole discretion,  may release any of the securities subject
to such restrictions at any time without notice.

Pinnacle Airlines has agreed to indemnify the initial purchasers against certain
liabilities, including liabilities under the Securities Act, and will contribute
to payments  that the initial  purchasers  may be required to make in respect of
those liabilities.

A copy of the  Purchase  Agreement  is attached as Exhibit  99.1 to this current
report on Form 8-K.

Indenture

On February 8, 2005,  Pinnacle  Airlines entered into an indenture with Deutsche
Bank Trust  Company,  as  trustee,  relating  to the  issuance  of  $110,000,000
aggregate  principal amount of the Notes (the  "Indenture").  Pinnacle  Airlines
incorporates by reference the information  contained in Item 2.03 (Creation of a
Direct  Financial  Obligation  or  an  Obligation  under  an  Off-Balance  Sheet
Arrangement  of a Registrant)  of this current report on Form 8-K into this Item
1.01.

A copy of the  Indenture is attached as Exhibit  99.2 to this current  report on
Form 8-K.
Registration Rights Agreement

On  February 8, 2005,  Pinnacle  Airlines  entered  into a  Registration  Rights
Agreement (the  "Registration  Rights  Agreement")  with Merrill Lynch,  Pierce,
Fenner  &  Smith   Incorporated  and  Raymond  James  &  Associates,   Inc.,  as
representatives of the several initial purchasers of the Notes. The Registration
Rights Agreement  provides that Pinnacle Airlines agrees, for the benefit of the
holders of the Notes and the shares of Pinnacle Airlines common stock, par value
$.01 per share (the "Common Stock"), issuable upon conversion of the Notes, that
Pinnacle Airlines and any of the subsidiary guarantors will, at its cost:

  -  file with the Securities and Exchange Commission no later than the 90th day
     after  the  first  date  of  original   issuance  of  the  Notes,  a  shelf
     registration  statement  covering resales of the Notes and the Common Stock
     issuable upon conversion, redemption or repurchase thereof pursuant to Rule
     415 under the Securities Act of 1933, as amended (the "Securities Act"):

  -  use  reasonable  efforts to cause the shelf  registration  statement  to be
     declared  effective  under the  Securities Act no later than 180 days after
     the first date of original issuance of the Notes; and

  -  use reasonable efforts to keep the shelf registration  statement  effective
     until the earliest of:

     1)   the second  anniversary  of the last date of original  issuance of the
          Notes;

     2)   the date when the holders of Notes and holders of the shares of Common
          Stock issuable upon conversion,  redemption or repurchase of the Notes
          are able to sell  such  Notes  and  such  shares  immediately  without
          restriction  pursuant to the volume limitation  provisions of Rule 144
          under the Securities Act; and

     3)   the date when all of the  Notes and the  Common  Stock  issuable  upon
          conversion,  redemption  or  repurchase  thereof have been sold either
          pursuant to the shelf  registration  statement or pursuant to Rule 144
          under the Securities Act or any similar provision then in force.

If  Pinnacle  Airlines  fails  to  comply  with  certain  of  the  terms  of the
Registration   Rights  Agreement  (a  "Registration   Default"),   predetermined
"additional  amounts"  will  accrue on the Notes  that are  transfer  restricted
securities, from and including the day following the Registration Default to but
excluding the earlier of (1) the day on which the Registration  Default has been
cured and (2) the date the  registration  statement is no longer  required to be
kept effective. The additional amounts will be paid to holders of Notes entitled
to interest  payments on such dates  semiannually in arrears on each February 15
and August 15 and will accrue at a rate per year equal to:

  -  0.25%  of the  principal  amount  of a Note to and  including  the 90th day
     following such Registration Default; and
  -  0.50%  of the  principal  amount  of a Note  from  and  after  the 91st day
     following such Registration Default.

In no event will additional amounts exceed 0.50% per year.
A copy of the Registration  Rights Agreement is attached as Exhibit 99.3 to this
current report on Form 8-K.

Fourth Amendment to the Revolving Credit Facility

On February 8, 2005,  Pinnacle  Airlines,  Inc.,  a wholly owned  subsidiary  of
Pinnacle  Airlines Corp., and Northwest  Airlines,  Inc. entered into the Fourth
Amendment to the Revolving Credit Facility between Pinnacle  Airlines,  Inc. and
Northwest  Airlines,  Inc. Among other things,  the Fourth Amendment changes the
outside  termination  date of the Revolving Credit Facility to June 30, 2005 and
further  provides that Pinnacle  Airlines Corp. shall cancel the promissory note
payable by Pinnacle  Airlines,  Inc. to Northwest  Airlines,  Inc. ($120 million
outstanding  balance)  immediately after Pinnacle Airlines Corp.  purchases such
promissory note from Northwest Airlines,  Inc. The Fourth Amendment also permits
Pinnacle  Airlines,  Inc. to pay certain dividends to Pinnacle Airlines Corp. in
order for Pinnacle Airlines Corp. to meet its financial  obligations  associated
with its 3.25% Senior Convertible Notes due 2025.

A copy of the Fourth  Amendment  is  attached  as Exhibit  99.4 to this  current
report on Form 8-K.

Item 2.03.  Creation of a Direct Financial  Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.

On February 8, 2005,  Pinnacle Airlines entered into the Indenture with Deutsche
Bank Trust  Company,  as  trustee,  relating  to the  issuance  of  $110,000,000
aggregate  principal  amount of the Notes that were sold in accordance  with the
Purchase Agreement in a private placement,  which was consummated on February 8,
2005.

The Notes  will bear  interest  at the rate of 3.25% per year.  Interest  on the
Notes is payable on August 15 and February 15 of each year,  beginning on August
15 2005. The Notes will mature on February 15, 2025,  unless earlier  converted,
redeemed or repurchased by Pinnacle Airlines.

Pinnacle Airlines may redeem some or all of the Notes for cash at any time on or
after  February 15, 2010,  at a redemption  price equal to 100% of the principal
amount of the  Notes to be  redeemed  plus  accrued  and  unpaid  interest  (and
contingent  interest and additional  amounts,  if any) to the  redemption  date.
Prior to February 15, 2010,  Pinnacle Airlines cannot redeem the Notes. A holder
of the Notes may require Pinnacle Airlines to repurchase for cash some or all of
such holder's notes at a repurchase  price equal to 100% of the principal amount
of the Notes, plus accrued and unpaid interest  (including  contingent  interest
and additional  amounts,  if any) up to but excluding the applicable  repurchase
date, on February 15, 2010,  February 15, 2015 and February 15, 2020 or, subject
to specified  exceptions,  at any time prior to the Notes' maturity  following a
fundamental change as described in the Indenture.

Holders may convert their Notes into cash and shares of Common Stock, if any, at
a  conversion  rate of  75.6475  shares per  $1,000  principal  amount of Notes,
subject to adjustment  upon certain events,  under the following  circumstances:
(1) during specified periods,  if the price of the Common Stock reaches,  or the
trading price of the Notes falls below,  specified  thresholds  described in the
Indenture; (2) if Pinnacle Airlines calls the Notes for redemption;  or (3) upon
the occurrence of certain  corporate  transactions.  Upon  conversion,  Pinnacle
Airlines will deliver cash equal to the lesser of the aggregate principal amount
of Notes to be  converted  and its total  conversion  obligation  and  shares of
Common Stock in respect of the remainder,  if any, of its conversion obligation.
If  certain  corporate  transactions  occur on or prior to  February  15,  2010,
Pinnacle  Airlines will increase the  conversion  rate by a number of additional
shares of Common Stock or, in lieu thereof,  Pinnacle Airlines may under certain
circumstances  elect to adjust the  conversion  rate and the related  conversion
obligation so that the Notes will be convertible into shares of the acquiring or
surviving company, in each case as described in the Indenture.

The Notes will be direct,  unsecured and unsubordinated  obligations of Pinnacle
Airlines  and will rank equal in priority  with all of its  existing  and future
subordinated indebtedness.  The Notes will effectively rank junior to any of its
existing  and  future  secured  indebtedness  and  to  the  liabilities  of  its
subsidiary.

Since the Notes provide for this net share settlement, the number of shares used
for  purposes  of  calculating  fully  diluted  earnings  per share of  Pinnacle
Airlines during a reporting  period will not increase as a result of the sale of
the Notes this  transaction  unless the average  price of the Pinnacle  Airlines
common stock during such reporting  period exceeds the initial  conversion price
of $13.22, and then only to the extent of such excess.

Item 3.02.  Unregistered Sales of Equity Securities.

Pinnacle Airlines  incorporates by reference the information contained under the
heading  "Purchase  Agreement"  in Item 1.01 (Entry  into a Material  Definitive
Agreement)  and Item  2.03  (Creation  of a Direct  Financial  Obligation  or an
Obligation  under an  Off-Balance  Sheet  Arrangement  of a Registrant)  of this
current report on Form 8-K into this Item 3.02.

The sale of the Notes was made to  qualified  institutional  buyers  pursuant to
Rule 144A under the  Securities  Act of 1933 and,  therefore,  was exempt  under
Section 4(2) of the Securities Act of 1933.

The sale of the Notes involved a 3.25% underwriting  discount for Merrill Lynch,
Pierce,  Fenner & Smith  Incorporated  and Raymond James & Associates,  Inc., as
representatives of the several initial purchasers of the Notes.

Item 7.01.  Regulation FD Disclosure.

On February 7, 2005,  Pinnacle Airlines issued a press release commenting on the
structure  of its 3.25% Senior  Convertible  Notes due 2025. A copy of the press
release is attached as Exhibit 99.5 to this Current Report on Form 8-K.

On February 8, 2005,  Pinnacle  Airlines  issued a press release  announcing the
completion on February 8, 2005 of its sale of $110,000,000  aggregate  principal
amount  of its 3.25%  Senior  Convertible  Notes  due 2025.  A copy of the press
release is attached as Exhibit 99.6 to this Current Report on Form 8-K.

The information contained in this Current Report on Form 8-K does not constitute
an offer to sell or the  solicitation  of an  offer to buy any  securities.  The
offering has been made only to qualified institutional buyers in accordance with
Rule 144A under the Securities Act of 1933, as amended.  The securities  offered
have not been registered under the Securities Act, or any state securities laws,
and unless so registered may not be offered or sold in the United States, except
pursuant  to an  exemption  from,  or  in a  transaction  not  subject  to,  the
registration  requirements of the Securities Act and applicable state securities
laws.
Item 9.01.  Financial  Statements,  Pro Forma  Financial  Information and
            Exhibits.

   (c) Exhibits:

   Exhibit
    Number      Description
   --------   ------------------------------------------------------------------

     99.1       Purchase Agreement, dated as of February 3, 2005, by and among,
                Pinnacle Airlines Corp., Merrill Lynch, Pierce, Fenner & Smith
                Incorporated and Raymond James & Associates, Inc.

     99.2       Indenture, dated as of February 8, 2005, by and between Pinnacle
                Airlines Corp. and Deutsche Bank Trust Company

     99.3       Registration Rights Agreement, dated as of February 8, 2005, by
                and among Pinnacle Airlines Corp., Merrill Lynch, Pierce, Fenner
                & Smith Incorporated and Raymond James & Associates, Inc.

     99.4       Fourth Amendment, dated February 8, 2005, to the Revolving
                Credit Facility between Pinnacle Airlines, Inc. and Northwest
                Airlines, Inc.

     99.5       Press release issued by Pinnacle Airlines Corp. dated
                February 7, 2005

     99.6       Press release issued by Pinnacle Airlines Corp. dated
                February 8, 2005
SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                   PINNACLE AIRLINES CORP.
                                   (Registrant)

                                   By: /s/ Peter D. Hunt
                                      --------------------------------
                                      Peter D. Hunt
                                      Vice President and Chief Financial Officer

February 8, 2005
INDEX TO EXHIBITS

   Exhibit
    Number       Description
---------------  --------------------------------------------------------------

     99.1        Purchase Agreement, dated as of February 3, 2005, by and among,
                 Pinnacle Airlines Corp., Merrill Lynch, Pierce, Fenner & Smith
                 Incorporated and Raymond James & Associates, Inc.

     99.2        Indenture, dated as of February 8, 2005, by and between
                 Pinnacle Airlines Corp. and Deutsche Bank Trust Company

     99.3        Registration Rights Agreement, dated as of February 8, 2005, by
                 and among Pinnacle Airlines Corp., Merrill Lynch, Pierce,
                 Fenner & Smith Incorporated and Raymond James & Associates,
                 Inc.

     99.4        Fourth Amendment, dated February 8, 2005, to the Revolving
                 Credit Facility between Pinnacle Airlines, Inc. and Northwest
                 Airlines, Inc.

     99.5        Press release issued by Pinnacle Airlines Corp. dated
                 February 7, 2005

     99.6        Press release issued by Pinnacle Airlines Corp. dated
                 February 8, 2005