As filed with the Securities and Exchange Commission on October 30, 2000
                                               Registration No. 333-______


                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                         _________________________

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

                               MESABA HOLDINGS, INC.
           (Exact Name of Registrant as Specified in its Charter)

              Minnesota                              41-1399425
(State or other Jurisdiction of       (I.R.S. Employer Identification Number)
 Incorporation or Organization)

                            7501 26th Avenue South
                        Minneapolis, Minnesota 55450
       (Address, including Zip Code, of Principal Executive Offices)
                             _________________________

                               MESABA HOLDINGS, INC.
                            2000 STOCK INCENTIVE PLAN
                              (Full Title of the Plan)
                             _________________________

                                  John S. Fredericksen
                                 7501 26th  Avenue South
                              Minneapolis, Minnesota 55450
                         (Name and address of agent for service)
                                     (612) 726-5151
          (Telephone number, including area code, of agent for service)

                                    COPIES TO:

                             Christopher C. Cleveland, Esq.
                       Briggs and Morgan, Professional Association
                                     2400 IDS Center
                               Minneapolis, MN  55402-2157
                                     (612) 334-8400

                           CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                                                    Proposed
                            Amount to      Proposed     Maximum      Amount
                                be         Maximum      Aggregate      of
Title of each class of      Registered(1)  Offering     Offering   Registration
securities to be registered                Price Per     Price        Fee
                                           Share (2)
-------------------------------------------------------------------------------
Mesaba Holdings, Inc. 2000 Stock Incentive Plan

Options to purchase common  2,137,475        N/A           N/A         N/A
  stock
Common stock (par value     2,137,475 shares $10.5938  $22,643,983  $5,978.01
  $0.01 per share)..............
-------------------------------------------------------------------------------
(1)This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Mesaba Holdings, Inc. 2000
Stock Incentive Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the member of outstanding
shares of Common Stock.

(2) Calculated solely for the purposes of this offering under Rule 457(h)
of the Securities Act of 1933, as amended, on the basis of the average of
the high and low sales prices for such stock as reported by the Nasdaq
Stock market on October 25, 2000.

<PAGE>

                                   PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

      The Company incorporates herein by reference the following documents
or portions of documents, as of their respective dates as filed with the
Securities and Exchange Commission:

      (a)   The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 2000;

      (b)   The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-4, Registration No.  333-22977
and Exhibit 3 to the Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended September 30, 1997 and September 30, 1998; and

      (c)   The Company's Quarterly Report on Form 10-Q filed with the
Commission on August 14, 2000.

      All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities
Exchange Act of 1934, as amended, and prior to the filing of a post-
effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and
to be part hereof from the date of filing of such documents.

Item 6.  Indemnification of Directors and Officers

      The Registrant, as a Minnesota corporation, is subject to the
Minnesota Business Corporation Act Section 302A.521, which provides that a
corporation shall indemnify any director, officer, employee or agent of
the corporation made or threatened to be made a party to a proceeding, by
reason of the former or present official capacity (as defined) of the
person, against judgments, penalties, fines, settlements and reasonable
expenses incurred by the person in connection with the proceeding if such
person: (i) has not been indemnified by another organization with respect
to the same proceeding; (ii) acted in good faith; (iii) received no
improper personal benefit; (iv) in the case of a criminal proceeding, had
no reasonable cause to believe the conduct was unlawful; (v) when acting
in such person's official capacity, reasonably believed that the conduct
was in the best interest of the Company; and (vi) when acting in an
official capacity to another organization or employee benefit plan, at the
request of the Company, reasonably believed that the conduct was not
opposed to the best interest of the Company.  Section 302A.521 also
provides that the articles or bylaws of a company may prohibit
indemnification or advances of expenses otherwise required by Section
302A.521 or may impose conditions on indemnification  or advances of
expenses in  addition to the conditions described above, including,
without limitation, monetary limits on indemnification or advances of
expenses, if the conditions apply equally, to all persons or to all

<PAGE>


persons within a given class.  "Proceeding" means a threatened, pending or
completed civil, criminal, administrative, arbitration or investigative
proceeding, including one by or in the right of the corporation.  Article
VI of the Company's Bylaws provides that to the fullest extent permitted
by the Minnesota Business Corporation Act, a director of the Company shall
not be personally liable to the Company or its shareholders for monetary
damages for any breach of fiduciary duty as a director. Item 8.
Exhibits.

Number      Description

4.1         Restated Articles of Incorporation, incorporated by reference
            to Exhibit 3.1 to the Company's Form 10-Q for the quarter ended
            September 31, 1995

4.2         Articles of Amendment to the Company's Articles of
            Incorporation, incorporated by reference to Exhibit 3A to the
            Company's 10-Q for the quarter ended September 30, 1997

4.3         Articles of Amendment to the Company's Articles of
            Incorporation, dated August 31, 1998, incorporated by reference
            to the Company's Form 10-Q for the quarter ended September 30,
            1998

4.4         Bylaws, incorporated by reference to Exhibit 3.2 to the
            Company's Registration Statement on Form S-4, Registration No.
            33-22977

4.5         Specimen certificate for shares of the Common Stock of the
            Company, incorporated by reference to Exhibit 4A to the
            Company's Form 10-K for the year ended March 31, 1989

5.1         Opinion of Briggs and Morgan, Professional Association

23.1        Consent of Independent Public Accountants

23.2        Consent of Briggs and Morgan, Professional Association
            (included in Exhibit 5.1)

24.1        Powers of Attorney

<PAGE>


Item 9.  Undertakings.

      (a)   The undersigned registrant hereby undertakes:

      (1)   To file, during any period in which offers or sales are
made, a post-effective amendment to this registration  statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act;
(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.

      (2)   That, for the purpose of determining any liability under the
Securities Act, 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.

      (4)   That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act 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.

      (b)   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the
Securities 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 Securities 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 Minneapolis, State of Minnesota,
on the 30th day of October, 2000.

                                    MESABA HOLDINGS, INC.


                                    By /s/Paul F. Foley
                                    --------------------------------------
                                    Paul F. Foley
                                    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 and on the date indicated.


/s/ Paul F. Foley           President and Chief Executive      October 30, 2000
--------------------------  Officer, Director
Paul F. Foley               (Principal Executive Officer)


/s/ Robert E. Weil          Vice President and Chief           October 30, 2000
--------------------------  Financial Officer
Robert E. Weil             (Principal Financial Officer)


/s/ Jon R. Meyer            Director of Accounting/Controller  October 30, 2000
--------------------------  (Principal Accounting Officer)
Jon R. Meyer


/s/ Richard H. Anderson*    Director                           October 30, 2000
--------------------------
Richard H. Anderson


/s/ Pierson M. Grieve*      Director                           October 30, 2000
--------------------------
Pierson M. Grieve


/s/ Donald E. Benson*       Director                           October 30, 2000
---------------------------
Donald E. Benson


/s/ Carl R. Pohlad*         Director                           October 30, 2000
---------------------------
Carl R. Pohlad


/s/ Raymond W. Zehr, Jr.*   Director                           October 30, 2000
---------------------------
Raymond W. Zehr, Jr.


                            Director                           October __, 2000
---------------------------
Robert C. Pohlad


--------------------------- Director                           October __, 2000
Douglas M. Steenland


* By /s/ Paul F. Foley
---------------------------
Paul F. Foley
Attorney-In-Fact

<PAGE>


                                 EXHIBIT INDEX

Exhibit
Number      Description


4.1         Restated Articles of Incorporation, incorporated by reference
            to Exhibit 3.1 to the Company's Form 10-Q for the quarter ended
            September 31, 1995

4.2         Articles of Amendment to the Company's Articles of
            Incorporation, incorporated by reference to Exhibit 3A to the
            Company's 10-Q for the quarter ended September 30, 1997

4.3         Articles of Amendment to the Company's Articles of
            Incorporation, dated August 31, 1998, incorporated by reference
            to the Company's Form 10-Q for the quarter ended September 30,
            1998

4.4         Bylaws, incorporated by reference to Exhibit 3.2 to the
            Company's Registration Statement on Form S-4, Registration No.
            33-22977

4.5         Specimen certificate for shares of the Common Stock of the
            Company, incorporated by reference to Exhibit 4A to the
            Company's Form 10-K for the year ended March 31, 1989

5.1         Opinion of Briggs and Morgan, Professional Association (filed
            herewith)

23.1        Consent of Independent Public Accountants (filed herewith)

23.2        Consent of Briggs and Morgan, Professional Association
            (included in Exhibit 5.1)

24.1        Powers of Attorney (filed herewith)

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 15098}]
{"company-data": {"conformed-name": "MESABA HOLDINGS INC", "cik": "0000835768", "assigned-sic": "4512", "irs-number": "411616499", "state-of-incorporation": "MN", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49138", "film-number": "751337"}, "business-address": {"street1": "7501 26TH AVE S", "city": "MINNEAPOLIS", "state": "MN", "zip": "55450", "phone": "6127265151"}, "mail-address": {"street1": "7501 26TH AVE SOUTH", "city": "MINNEAPOLIS", "state": "MN", "zip": "55450"}}
As filed with the Securities and Exchange Commission on October 30, 2000
                                               Registration No. 333-______

                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                         _________________________

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

                               MESABA HOLDINGS, INC.
           (Exact Name of Registrant as Specified in its Charter)

              Minnesota                              41-1399425
(State or other Jurisdiction of       (I.R.S. Employer Identification Number)
 Incorporation or Organization)

                            7501 26th Avenue South
                        Minneapolis, Minnesota 55450
       (Address, including Zip Code, of Principal Executive Offices)
                             _________________________

                               MESABA HOLDINGS, INC.
                            2000 STOCK INCENTIVE PLAN
                              (Full Title of the Plan)
                             _________________________

                                  John S. Fredericksen
                                 7501 26th  Avenue South
                              Minneapolis, Minnesota 55450
                         (Name and address of agent for service)
                                     (612) 726-5151
          (Telephone number, including area code, of agent for service)

                                    COPIES TO:

                             Christopher C. Cleveland, Esq.
                       Briggs and Morgan, Professional Association
                                     2400 IDS Center
                               Minneapolis, MN  55402-2157
                                     (612) 334-8400

                           CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                                                    Proposed
                            Amount to      Proposed     Maximum      Amount
                                be         Maximum      Aggregate      of
Title of each class of      Registered(1)  Offering     Offering   Registration
securities to be registered                Price Per     Price        Fee
                                           Share (2)
-------------------------------------------------------------------------------
Mesaba Holdings, Inc. 2000 Stock Incentive Plan

Options to purchase common  2,137,475        N/A           N/A         N/A
  stock
Common stock (par value     2,137,475 shares $10.5938  $22,643,983  $5,978.01
  $0.01 per share)..............
-------------------------------------------------------------------------------
(1)This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Mesaba Holdings, Inc. 2000
Stock Incentive Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the member of outstanding
shares of Common Stock.

(2) Calculated solely for the purposes of this offering under Rule 457(h)
of the Securities Act of 1933, as amended, on the basis of the average of
the high and low sales prices for such stock as reported by the Nasdaq
Stock market on October 25, 2000.
PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The Company incorporates herein by reference the following documents
or portions of documents, as of their respective dates as filed with the
Securities and Exchange Commission:

      (a)   The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 2000;

      (b)   The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-4, Registration No.  333-22977
and Exhibit 3 to the Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended September 30, 1997 and September 30, 1998; and

      (c)   The Company's Quarterly Report on Form 10-Q filed with the
Commission on August 14, 2000.

      All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities
Exchange Act of 1934, as amended, and prior to the filing of a post-
effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and
to be part hereof from the date of filing of such documents.

Item 6.  Indemnification of Directors and Officers

      The Registrant, as a Minnesota corporation, is subject to the
Minnesota Business Corporation Act Section 302A.521, which provides that a
corporation shall indemnify any director, officer, employee or agent of
the corporation made or threatened to be made a party to a proceeding, by
reason of the former or present official capacity (as defined) of the
person, against judgments, penalties, fines, settlements and reasonable
expenses incurred by the person in connection with the proceeding if such
person: (i) has not been indemnified by another organization with respect
to the same proceeding; (ii) acted in good faith; (iii) received no
improper personal benefit; (iv) in the case of a criminal proceeding, had
no reasonable cause to believe the conduct was unlawful; (v) when acting
in such person's official capacity, reasonably believed that the conduct
was in the best interest of the Company; and (vi) when acting in an
official capacity to another organization or employee benefit plan, at the
request of the Company, reasonably believed that the conduct was not
opposed to the best interest of the Company.  Section 302A.521 also
provides that the articles or bylaws of a company may prohibit
indemnification or advances of expenses otherwise required by Section
302A.521 or may impose conditions on indemnification  or advances of
expenses in  addition to the conditions described above, including,
without limitation, monetary limits on indemnification or advances of
expenses, if the conditions apply equally, to all persons or to all
persons within a given class.  "Proceeding" means a threatened, pending or
completed civil, criminal, administrative, arbitration or investigative
proceeding, including one by or in the right of the corporation.  Article
VI of the Company's Bylaws provides that to the fullest extent permitted
by the Minnesota Business Corporation Act, a director of the Company shall
not be personally liable to the Company or its shareholders for monetary
damages for any breach of fiduciary duty as a director. Item 8.
Exhibits.

Number      Description

4.1         Restated Articles of Incorporation, incorporated by reference
            to Exhibit 3.1 to the Company's Form 10-Q for the quarter ended
            September 31, 1995

4.2         Articles of Amendment to the Company's Articles of
            Incorporation, incorporated by reference to Exhibit 3A to the
            Company's 10-Q for the quarter ended September 30, 1997

4.3         Articles of Amendment to the Company's Articles of
            Incorporation, dated August 31, 1998, incorporated by reference
            to the Company's Form 10-Q for the quarter ended September 30,
            1998

4.4         Bylaws, incorporated by reference to Exhibit 3.2 to the
            Company's Registration Statement on Form S-4, Registration No.
            33-22977

4.5         Specimen certificate for shares of the Common Stock of the
            Company, incorporated by reference to Exhibit 4A to the
            Company's Form 10-K for the year ended March 31, 1989

5.1         Opinion of Briggs and Morgan, Professional Association

23.1        Consent of Independent Public Accountants

23.2        Consent of Briggs and Morgan, Professional Association
            (included in Exhibit 5.1)

24.1        Powers of Attorney
Item 9.  Undertakings.

      (a)   The undersigned registrant hereby undertakes:

      (1)   To file, during any period in which offers or sales are
made, a post-effective amendment to this registration  statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act;
(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.

      (2)   That, for the purpose of determining any liability under the
Securities Act, 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.

      (4)   That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act 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.

      (b)   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the
Securities 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 Securities 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 Minneapolis, State of Minnesota,
on the 30th day of October, 2000.

                                    MESABA HOLDINGS, INC.

                                    By /s/Paul F. Foley
                                    --------------------------------------
                                    Paul F. Foley
                                    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 and on the date indicated.

/s/ Paul F. Foley           President and Chief Executive      October 30, 2000
--------------------------  Officer, Director
Paul F. Foley               (Principal Executive Officer)

/s/ Robert E. Weil          Vice President and Chief           October 30, 2000
--------------------------  Financial Officer
Robert E. Weil             (Principal Financial Officer)

/s/ Jon R. Meyer            Director of Accounting/Controller  October 30, 2000
--------------------------  (Principal Accounting Officer)
Jon R. Meyer

/s/ Richard H. Anderson*    Director                           October 30, 2000
--------------------------
Richard H. Anderson

/s/ Pierson M. Grieve*      Director                           October 30, 2000
--------------------------
Pierson M. Grieve

/s/ Donald E. Benson*       Director                           October 30, 2000
---------------------------
Donald E. Benson

/s/ Carl R. Pohlad*         Director                           October 30, 2000
---------------------------
Carl R. Pohlad

/s/ Raymond W. Zehr, Jr.*   Director                           October 30, 2000
---------------------------
Raymond W. Zehr, Jr.

                            Director                           October __, 2000
---------------------------
Robert C. Pohlad

--------------------------- Director                           October __, 2000
Douglas M. Steenland

* By /s/ Paul F. Foley
---------------------------
Paul F. Foley
Attorney-In-Fact
EXHIBIT INDEX

Exhibit
Number      Description

4.1         Restated Articles of Incorporation, incorporated by reference
            to Exhibit 3.1 to the Company's Form 10-Q for the quarter ended
            September 31, 1995

4.2         Articles of Amendment to the Company's Articles of
            Incorporation, incorporated by reference to Exhibit 3A to the
            Company's 10-Q for the quarter ended September 30, 1997

4.3         Articles of Amendment to the Company's Articles of
            Incorporation, dated August 31, 1998, incorporated by reference
            to the Company's Form 10-Q for the quarter ended September 30,
            1998

4.4         Bylaws, incorporated by reference to Exhibit 3.2 to the
            Company's Registration Statement on Form S-4, Registration No.
            33-22977

4.5         Specimen certificate for shares of the Common Stock of the
            Company, incorporated by reference to Exhibit 4A to the
            Company's Form 10-K for the year ended March 31, 1989

5.1         Opinion of Briggs and Morgan, Professional Association (filed
            herewith)

23.1        Consent of Independent Public Accountants (filed herewith)

23.2        Consent of Briggs and Morgan, Professional Association
            (included in Exhibit 5.1)

24.1        Powers of Attorney (filed herewith)