Registration No.

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

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

                                    FORM S-8

                             Registration Statement

                                      Under

                           The Securities Act of 1933

                                 RENO AIR, INC.
             (Exact name of registrant as specified in its charter)

          Nevada                                       88-0259913
          State or other jurisdiction of            (IRS Employer
          incorporation or organization)             Identification No.)

          220 Edison Way, Reno, Nevada                    89502
          (Address of Principal Executive Offices)      (Zip Code)


                     Reno Air Employee Stock Incentive Plan
                                       and
                       Reno Air Director Stock Option Plan
--------------------------------------------------------------------------------
                            (Full title of the plans)

                                 Robert M. Rowen
                          General Counsel and Secretary
               Reno Air, Inc., 220 Edison Way, Reno, Nevada 89502
                                 (702) 686-3807
            (Name, address and telephone number of agent for service)



                         CALCULATION OF REGISTRATION FEE

Title of                         Proposed        Proposed
Securities       Amount          Maximum         Maximum           Amount of
to be            to be           Offering Price  Aggregate         Registration
Registered       Registered*     Per Share**     Offering Price**  Fee
--------------------------------------------------------------------------------

Common Stock,                    $8.31/$4.83     $19,667,220       $5,801.83
  par value    2,900,000 shares
$.01 per share
--------------------------------------------------------------------------------
                        (see footnotes on following page)




<PAGE>




S-81197
FOOTNOTES

*    This Registration  Statement also relates to such indeterminate number
     of additional  shares  as may be  issuable  pursuant  to stock  splits,
     stock dividends, or similar transactions.

**   The proposed  maximum  offering  price per share of Common Stock and the
     proposed maximum  aggregate  offering price are  calculated  solely for
     the purpose of determining  the  registration  fee pursuant to Rule 457(h)
     under the Securities Act of 1933. With respect to 1,626,500  shares of
     Common Stock as to which stock  options were granted prior to the date
     hereof, the registration fee is based on the weighted average exercise
     price per share of  $8.31;  and with  respect  to the  balance  of the
     shares being  registered  (consisting  of  1,273,500  shares of Common
     Stock),  the fee is based on a price of $4.83 per share,  which is the
     average  of the  high  and low  sale  prices  of the  Common  Stock on
     December 22, 1997, as quoted on the Nasdaq National Market.

     This  Registration  Statement  relates to securities to be offered and sold
under the Reno Air Director  Stock Option Plan and  additional  securities to be
offered and sold under the Reno Air  Employee  Stock  Incentive  Plan  (formerly
known as the Reno Air Stock Option Plan (the  "Plan")).  Securities  offered and
sold under the Plan were also registered by means of Registration  Statements on
Form S-8, No.  33-57632  filed with the  Securities  and Exchange  Commission on
February  1, 1993,  and No.  33-88986  filed with the  Securities  and  Exchange
Commission on January 31, 1995 (the "Prior Registration Statements). Pursuant to
General  Instruction  E to  Form  S-8,  the  contents  of  both  of  such  Prior
Registration Statements are incorporated herein by reference.

<PAGE>


                                     PART II


                                Item 8. Exhibits

The  following  exhibits  are filed as part of this  Registration  Statement  in
addition to the exhibits  incorporated by reference from the Prior  Registration
Statements.

Number   Description                                        Method of Filing

4.1      Reno Air Employee Stock Incentive      Incorporated by reference to
         Plan (as restated effective May 22,    Exhibit 10.3 to Reno Air's
         1997)                                  Quarterly Reporton Form 10-Q
                                                for the three months ended
                                                September 30, 1997.

4.2      Reno Air Director Stock Option Plan    Incorporated by reference to
                                                Exhibit 10.4 to Reno Air's
                                                Quarterly Report on Form 10-Q
                                                for the three months ended
                                                September 30, 1997.

5.1      Opinion of Walther, Key, Maupin,       Filed herewith
         Oats, Cox, Klaich & LeGoy           
         
23.1     Consent of Ernst & Young LLP           Filed herewith

23.2     Consent of Arthur Andersen LLP         Filed herewith

23.3     Consent of Walther, Key, Maupin,       Contained in Exhibit 5.1
         Oats, Cox, Klaich & LeGoy

24.1     Power of Attorney                      Included in signature page



                        SIGNATURES AND POWER OF ATTORNEY


     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 Reno, State of Nevada, on December 30, 1997.

                                     RENO AIR, INC.



                                     By: ___/s/ B. J. RONE______________________
                                     B.J. Rone, on behalf of the Company
                                     and as Senior Vice President - Finance and
                                     Chief Financial Officer
<PAGE>



     KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  of the  undersigned  whose
signature  appears  below  constitutes  and appoints Lee M.  Hydeman,  Robert W.
Reding and Robert M. Rowen, and each of them (with full power of each of them to
act alone), his true and lawful  attorney-in-fact and agents, with full power of
substitution  and  resubstitution  for him and on his  behalf,  and in his name,
place and  stead,  in any and all  capacities  to  execute  and sign any and all
amendments or post-effective  amendments to this Registration Statement,  and to
file the same,  with all  exhibits  thereto and other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agents,  and each of them,  full power and authority to do
and perform  each and every act and thing  requisite  or necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and  agents  or any of them,  or their or his  substitute  or
substitutes,  may  lawfully  do or cause  to be done by  virtue  hereof  and the
Registrant hereby confers like authority on its behalf.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signature                          Capacity                    Date



DONALD L. BECK                     Director                    December 30, 1997
   Donald L. Beck

BARRIE K. BRUNET                   Director                    December 30, 1997
   Barrie K. Brunet

LEE M. HYDEMAN                     Director                    December 30, 1997
   Lee M. Hydeman

JOE M. KILGORE                     Director                    December 30, 1997
   Joe M. Kilgore

JAMES T. LLOYD                     Director                    December 30, 1997
   James T. Lloyd

ROBERT W. REDING                   Director and Chief          December 30, 1997
   Robert W. Reding                 Executive Officer

WAYNE L. STERN                     Director                    December 30, 1997
   Dr. Wayne L. Stern

AGNIESZKA WINKLER                  Director                    December 30, 1997
   Agnieszka Winkler



<PAGE>





EXHIBIT INDEX

The  following  exhibits  are filed as part of this  Registration  Statement  in
addition to the exhibits incorporated by reference.

Number      Description                                        Method of Filing

5.1         Opinion of Walter, Key, Maupin, Oats, Cox,         Filed herewith
            Klaich & LeGoy

23.1        Consent of Ernst & Young LLP                       Filed herewith

23.2        Consent of Arthur Andersen LLP                     Filed herewith

23.3        Consent of Walter, Key, Maupin, Oats, Cox,         Contained in
            Klaich & LeGoy                                     Exhibit 5.1

24.1        Power of Attorney                                  Included in
                                                                signature page
[{"type": "S-8", "sequence": "1", "description": "SUBMITTED DECEMBER 30, 1997", "secsgml_size_bytes": 9615}]
{"company-data": {"conformed-name": "RENO AIR INC/NV/", "cik": "0000884264", "assigned-sic": "4512", "irs-number": "880259913", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43435", "film-number": "97746478"}, "business-address": {"street1": "220 EDISON WAY", "city": "RENO", "state": "NV", "zip": "89502", "phone": "7026863807"}, "mail-address": {"street1": "PO BOX 30059", "city": "RENO", "state": "NV", "zip": "89520-3059"}}
Registration No.

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

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

                                    FORM S-8

                             Registration Statement

                                      Under

                           The Securities Act of 1933

                                 RENO AIR, INC.
             (Exact name of registrant as specified in its charter)

          Nevada                                       88-0259913
          State or other jurisdiction of            (IRS Employer
          incorporation or organization)             Identification No.)

          220 Edison Way, Reno, Nevada                    89502
          (Address of Principal Executive Offices)      (Zip Code)

                     Reno Air Employee Stock Incentive Plan
                                       and
                       Reno Air Director Stock Option Plan
--------------------------------------------------------------------------------
                            (Full title of the plans)

                                 Robert M. Rowen
                          General Counsel and Secretary
               Reno Air, Inc., 220 Edison Way, Reno, Nevada 89502
                                 (702) 686-3807
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

Title of                         Proposed        Proposed
Securities       Amount          Maximum         Maximum           Amount of
to be            to be           Offering Price  Aggregate         Registration
Registered       Registered*     Per Share**     Offering Price**  Fee
--------------------------------------------------------------------------------

Common Stock,                    $8.31/$4.83     $19,667,220       $5,801.83
  par value    2,900,000 shares
$.01 per share
--------------------------------------------------------------------------------
                        (see footnotes on following page)
S-81197
FOOTNOTES

*    This Registration  Statement also relates to such indeterminate number
     of additional  shares  as may be  issuable  pursuant  to stock  splits,
     stock dividends, or similar transactions.

**   The proposed  maximum  offering  price per share of Common Stock and the
     proposed maximum  aggregate  offering price are  calculated  solely for
     the purpose of determining  the  registration  fee pursuant to Rule 457(h)
     under the Securities Act of 1933. With respect to 1,626,500  shares of
     Common Stock as to which stock  options were granted prior to the date
     hereof, the registration fee is based on the weighted average exercise
     price per share of  $8.31;  and with  respect  to the  balance  of the
     shares being  registered  (consisting  of  1,273,500  shares of Common
     Stock),  the fee is based on a price of $4.83 per share,  which is the
     average  of the  high  and low  sale  prices  of the  Common  Stock on
     December 22, 1997, as quoted on the Nasdaq National Market.

     This  Registration  Statement  relates to securities to be offered and sold
under the Reno Air Director  Stock Option Plan and  additional  securities to be
offered and sold under the Reno Air  Employee  Stock  Incentive  Plan  (formerly
known as the Reno Air Stock Option Plan (the  "Plan")).  Securities  offered and
sold under the Plan were also registered by means of Registration  Statements on
Form S-8, No.  33-57632  filed with the  Securities  and Exchange  Commission on
February  1, 1993,  and No.  33-88986  filed with the  Securities  and  Exchange
Commission on January 31, 1995 (the "Prior Registration Statements). Pursuant to
General  Instruction  E to  Form  S-8,  the  contents  of  both  of  such  Prior
Registration Statements are incorporated herein by reference.
PART II

                                Item 8. Exhibits

The  following  exhibits  are filed as part of this  Registration  Statement  in
addition to the exhibits  incorporated by reference from the Prior  Registration
Statements.

Number   Description                                        Method of Filing

4.1      Reno Air Employee Stock Incentive      Incorporated by reference to
         Plan (as restated effective May 22,    Exhibit 10.3 to Reno Air's
         1997)                                  Quarterly Reporton Form 10-Q
                                                for the three months ended
                                                September 30, 1997.

4.2      Reno Air Director Stock Option Plan    Incorporated by reference to
                                                Exhibit 10.4 to Reno Air's
                                                Quarterly Report on Form 10-Q
                                                for the three months ended
                                                September 30, 1997.

5.1      Opinion of Walther, Key, Maupin,       Filed herewith
         Oats, Cox, Klaich & LeGoy           
         
23.1     Consent of Ernst & Young LLP           Filed herewith

23.2     Consent of Arthur Andersen LLP         Filed herewith

23.3     Consent of Walther, Key, Maupin,       Contained in Exhibit 5.1
         Oats, Cox, Klaich & LeGoy

24.1     Power of Attorney                      Included in signature page

                        SIGNATURES AND POWER OF ATTORNEY

     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 Reno, State of Nevada, on December 30, 1997.

                                     RENO AIR, INC.

                                     By: ___/s/ B. J. RONE______________________
                                     B.J. Rone, on behalf of the Company
                                     and as Senior Vice President - Finance and
                                     Chief Financial Officer
KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  of the  undersigned  whose
signature  appears  below  constitutes  and appoints Lee M.  Hydeman,  Robert W.
Reding and Robert M. Rowen, and each of them (with full power of each of them to
act alone), his true and lawful  attorney-in-fact and agents, with full power of
substitution  and  resubstitution  for him and on his  behalf,  and in his name,
place and  stead,  in any and all  capacities  to  execute  and sign any and all
amendments or post-effective  amendments to this Registration Statement,  and to
file the same,  with all  exhibits  thereto and other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agents,  and each of them,  full power and authority to do
and perform  each and every act and thing  requisite  or necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and  agents  or any of them,  or their or his  substitute  or
substitutes,  may  lawfully  do or cause  to be done by  virtue  hereof  and the
Registrant hereby confers like authority on its behalf.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signature                          Capacity                    Date

DONALD L. BECK                     Director                    December 30, 1997
   Donald L. Beck

BARRIE K. BRUNET                   Director                    December 30, 1997
   Barrie K. Brunet

LEE M. HYDEMAN                     Director                    December 30, 1997
   Lee M. Hydeman

JOE M. KILGORE                     Director                    December 30, 1997
   Joe M. Kilgore

JAMES T. LLOYD                     Director                    December 30, 1997
   James T. Lloyd

ROBERT W. REDING                   Director and Chief          December 30, 1997
   Robert W. Reding                 Executive Officer

WAYNE L. STERN                     Director                    December 30, 1997
   Dr. Wayne L. Stern

AGNIESZKA WINKLER                  Director                    December 30, 1997
   Agnieszka Winkler
EXHIBIT INDEX

The  following  exhibits  are filed as part of this  Registration  Statement  in
addition to the exhibits incorporated by reference.

Number      Description                                        Method of Filing

5.1         Opinion of Walter, Key, Maupin, Oats, Cox,         Filed herewith
            Klaich & LeGoy

23.1        Consent of Ernst & Young LLP                       Filed herewith

23.2        Consent of Arthur Andersen LLP                     Filed herewith

23.3        Consent of Walter, Key, Maupin, Oats, Cox,         Contained in
            Klaich & LeGoy                                     Exhibit 5.1

24.1        Power of Attorney                                  Included in
                                                                signature page