8-K

                       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: August 31, 1998



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

         Delaware                     0-17486                 56-1428192
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(State or other jurisdiction  (Commission file Number)      (IRS Employee 
       of incorporation)                                    Identification No.)
       


              P. O. Box 19929, Charlotte, North Carolina 28219-0929
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                    (Address of principal executive offices)


Registrant's telephone number, including area code          (704) 359-8990
                                                   -----------------------

         ---------------------------------------------------------------
        (Former name or former address, if changed since last report)


Item 5.     Other Events.

      On August 28, 1998, a letter of intent between CCAIR, Inc. (the "Company")
and Mesa Air Group, Inc. ("Mesa") was finalized. The letter of intent describes
a proposed merger between the Company and a subsidiary of Mesa, which will
result in the acquisition of the Company by Mesa. The proposed transaction is
subject to certain conditions, including the completion of mutual due diligence,
the completion of an agreement of merger, the receipt of regulatory approvals,
and the receipt of necessary approvals by lendors, lessors, shareholders, and
other parties. A copy of the press release announcing this letter of intent is
attached as Exhibit 99.

                                   SIGNATURES

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 hereunto duly authorized.

                                          CCAIR, Inc.


Date:       August 31, 1998                     /s/
      --------------------------          ----------------------------
                                          Eric W. Montgomery
                                          Vice President

EX-99

                                                                      EXHIBIT 99


      FOR IMMEDIATE RELEASE


FOR:  CCAIR, Inc.                         CONTACT:    Eric Montgomery
      P. O. Box 19928                                 704/359-5304
      Charlotte, NC  28219-0929           DATE:       August 28, 1998


                  CCAIR CONFIRMS MESA ANNOUNCEMENT TO MERGE

      CHARLOTTE, NC - August 28 - CCAIR, Inc., an independent airline operating
as US Airways Express in the southeast United States (NASDAQ symbol "CCAR") has
today confirmed that it has signed a letter of intent with Mesa Air Group, Inc.
for a proposed merger involving the acquisition of CCAIR, at a substantial
premium to its current market price. The proposed transaction is subject to
certain conditions, including the completion of mutual due diligence, the
completion of an agreement of merger, receipt of regulatory approval and
approval by shareholders.

      CCAIR President and Chief Executive Officer Ken Gann stated, "We believe
the proposal by Mesa is a recognition of the successful efforts of the Company's
employees, affiliates, lessors, and others who have worked hard to make possible
the recent recovery in the Company's profitability. Any definitive agreement
with Mesa will be subject to the consents of various parties including lenders,
lessors, and regulatory agencies."

      CCAIR, Inc. operates 231 daily flights linking 27 communities in seven
states throughout the southeastern United States. CCAIR is one of the nine US
Airways Express carriers. Through a marketing affiliation with US Airways, US
Airways Express passengers receive through fares, reservations and ticketing
services, advance seat assignments and check baggage through to their final
destination. Passengers receive 500 miles credit for each Express flight in US
Airways' popular Dividend Miles program. US Airways' frequent-fliers can now
redeem that mileage for free flights on American Airlines.

      Certain information contained in this press release includes forward
looking statements with the meaning of the Private Securities Litigation Reform
Act of 1995 and is subject to certain risks and uncertainties, including but not
limited to the effect of economic competitive and market conditions in the
airline industry and in CCAIR's markets. Readers are cautioned not to place
undue reliance on these forward looking statements which are made as of the date
hereof and are referred to the discussion of risks and uncertainties set forth
in CCAIR's reports filed with the Securities and Exchange Commission. CCAIR
undertakes no obligation to release any revisions to the forward looking
statements to reflect events or circumstances after the date hereof or to
reflect unanticipated events or developments.