FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

OMB APPROVAL

OMB Number 3235-0287

Expires: December 31, 2001

Estimated average burden

hours per response 0.5

• Check this box if no longer

subject to Section 16. Form 4

or Form 5 obligations may

continue. See Instruction 1(b).

(Print or Type Responses)

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility

Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person*

Leake Carter

Issuer Name and Ticker or Trading Symbol

MESA AIR GROUP, INC. - MESA

6. Relationship of Reporting Person to Issuer

(check all applicable)

Director 10% Owner

(Last) (First) (Middle)

410 North 44^th Street, Suite 700

3. I.R.S. Identification

Number of Reporting

Person, if entity (Voluntary)

4. Statement for

Month/Year

November 21, 2002

Officer (give title below)

____ Other (specify below)

President of CCAir, Inc.

(Street)

Phoenix AZ 85008

5. If Amendment,

Date of Original

(Month/Year)

7. Individual or Joint/Group Filing (Check Applicable Line)

_X_ Form filed by One Reporting Person

___ Form filed by More than One Reporting Person

(City (State) (Zip)

Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security

(Instr. 3)

2. Trans-

action

Date

(Month/

Day

Year)

3. Trans-

action

Code

(Instr. 8)

4. Securities Acquired (A)

or Disposed of (D)

(Instr. 3, 4 and 5)

5. Amount of

Securities

Beneficially

Owned at

End of

Month

(Instr. 3 and 4)

6. Owner-

ship

Form:

Direct

(D) or

Indirect

(I)

(Instr. 4)

7. Nature

of Indirect

Beneficial

Ownership

(Instr. 4)

Code

Amount

(A) or

(D)

Price

MESA - Common

3,000

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

OMB APPROVAL OMB Number 3235-0287 Expires: December 31, 2001 Estimated average burden hours per response 0.5

Check this box if no longer

subject to Section 16. Form 4

or Form 5 obligations may

continue. See Instruction 1(b).

(Print or Type Responses)

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility

Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person*

ORNSTEIN JONATHAN G.

Issuer Name and Ticker or Trading Symbol

MESA AIR GROUP, INC. - MESA

6. Relationship of Reporting Person to Issuer

(check all applicable)

(Last) (First) (Middle)

410 North 44th Street, Suite 700

3. I.R.S. Identification

Number of Reporting

Person, if entity (Voluntary)

4. Statement for

Month/Year

October 2, 2002

____ Other (specify below)

____CHAIRMAN AND CEO_______

(Street)

Phoenix Arizona 85008

5. If Amendment,

Date of Original

(Month/Year)

7. Individual or Joint/Group Filing (Check Applicable Line)

_X Form filed by One Reporting Person

___ Form filed by More than One Reporting Person

(City (State) (Zip)

Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security

(Instr. 3)

2. Trans-

action

Date

(Month/

Day

Year)

3. Trans-

action

Code

(Instr. 8)

4. Securities Acquired (A)

or Disposed of (D)

(Instr. 3, 4 and 5)

5. Amount of

Securities

Beneficially

Owned at

End of

Month

(Instr. 3 and 4)

6. Owner-

ship

Form:

Direct

(D) or

Indirect

(I)

(Instr. 4)

7. Nature

of Indirect

Beneficial

Ownership

(Instr. 4)

Code

Amount

(A) or

(D)

Price

MESA Common

65,000

MESA Common

9/30/02

5,000

$3.77

130,212

By Spouse (4)

MESA Common

5,000

By Son (1)

MESA Common

5,000

By Daughter (2)

MESA Common

5,000

By Mother (3)

MESA Common

40,000

By Barlow Management (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Potential persons who are to respond to the collection of

Information contained in this form are not required to respond

unless the form displays currently valid OMB control number.

FORM 4 (continued) Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conver- sion or Exercise Price of Deriv- ative Security

3. Trans- action Date (Month/ Day/ Year)

4. Transac- tion Code (Instr. 8)

5. Number of Deriv- ative Securities Ac- quired (A) or Dis- posed of (D) (Instr. 3, 4, and 5)

6. Date Exer- cisable and Expiration Date (Month/Day/ Year)

7. Title and Amount of Underying Securities (Instr. 3 and 4)

8. Price of Deriv- ative Secur- ity (instr. 5)

9. Number of Deriv- ative Secur- ities Bene- ficially Owned at End of Month (Instr. 4)

10. Owner- ship Form of De- rivative Secu- rity: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Bene- Ficial Own- Ership (Instr. 4)

Date Exer- cisable

Expira- tion Date

Title

Amount or Number of Shares

Code

(A)

(D)

Stock Option (Right to Buy)

6/13/98

(6)

6/13/08

Mesa Common

1,000,000

Employee Stock Option (right to buy)

8.06

01/22/01

(1)

01/22/11

Common Stock

75,000

Stock Option (Right to Buy)

4/1/00

(6)

4/1/10

Mesa Common

112,533

Employee Stock Option (right to buy)

4.04

10/02/01

(1)

10/02/11

Common Stock

30,000

Stock Option (Right to Buy)

1/30/98

1/30/08

Mesa Common

3,000

Employee Stock Option (right to buy)

4.90

11/20/02

(1)

11/20/12

Common Stock

25,000

130,000

Stock Option (Right to Buy)

2/2/98

2/2/08

Mesa Common

10,000

Stock Option (Right to Buy)

10/2/01

(6)

10/2/11

Mesa Common

150,000

Stock Option (Right to Buy)

10/17/01

(6)

10/17/11

Mesa Common

66,313

Stock Option (Right to Buy)

4/01/02

(6)

4/01/12

Mesa Common

150,000

1,491,846

Explanation of Responses:

~~These~~(1) ~~shares~~Exercisable ~~are~~in ~~held~~increments byof ~~Mr.~~one-third ~~Ornstein~~on aseach ~~custodian~~of ~~for~~the ~~Jacob~~first, ~~Ornstein~~second, and third anniversaries of the issuance date.

~~These~~ /S/ ~~shares~~CARTER ~~are held by Mr. Ornstein as custodian for Jessica Ornstein.~~LEAKE

11/21/02

These shares are held by Mr. Ornstein as custodian for Mona Ornstein.
Mr. Ornstein holds dispositive and voting power with respect to these securities.
The reporting person disclaims beneficial ownership held by Barlow Management,
except to the Extent of the reporting persons interest in such entity.
Exercisable in increments of one-third on each of the first, second, and third anniversaries of the issuance date.
/S/ Jonathan Ornstein 10/02/02
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. **Signature of Reporting Person Date

See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.

If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number Page 2

required to respond unless the form displays a currently valid OMB Number

Filing Compare · REPUBLIC AIRWAYS HOLDINGS INC.