SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): ~~January~~April 176, 2005

MERCURY AIR GROUP, INC.

(Exact name of Registrant as specified in Charter)

DELAWARE	001-07134	11-800515
(State or other jurisdiction of	(Commission File No.)	(I.R.S. Employer
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)
incorporation or organization)		Identification No.)

5456 McConnell Avenue, Los Angeles, CA 90066 (Address of Principal Executive Offices/Zip Code)

(Address of Principal Executive Offices/Zip Code)

Registrant’s telephone number, including area code: (310) 827-2737

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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:

o¨ 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))

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

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

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

TABLE OF CONTENTS

~~ITEM~~INFORMATION ~~1.01~~TO ~~ENTRY~~BE ~~INTO~~INCLUDED AIN ~~MATERIAL~~THE ~~DEFINITIVE~~REPORT ~~AGREEMENT~~ ITEM 1.0201 ~~TERMINATION~~Entry OFinto Aa ~~MATERIAL~~Material ~~DEFINITIVE~~Definitive ~~AGREEMENT~~Agreement ITEM 9.01 ~~FINANCIAL~~Financial ~~STATEMENTS~~Statements ~~AND~~and ~~EXHIBITS~~Exhibits SIGNATURE EXHIBIT INDEX ~~EXHIBIT~~Exhibit 10.1 Exhibit 10.2

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On ~~December~~April 96, ~~2004~~2005, ~~the~~Mercury ~~employment~~Air ofGroup, MrInc. ~~Robert~~ ~~Schlax~~(the ~~was~~“Company”) ~~terminated~~and ~~without~~Bank ~~cause~~of ~~and~~America, at N.A. (the “Lender”) ~~convenience~~executed of the ~~Registrant.~~Third ~~Pursuant~~Amendment to aLoan ~~Severance~~ Agreement ~~and~~(the ~~General~~“Third ~~and~~Amendment”) ~~Special~~that amends ~~Release~~certain ~~(“Severance~~terms and conditions to the Loan Agreement”) ~~entered~~dated ~~into~~as onof ~~January~~July 1729, ~~2005~~2004 between the ~~Registrant~~ Company and ~~Mr. Schlax~~the Lender, Mras previously amended. ~~Schlax~~ The Loan Agreement, as amended by the Third Amendment, will expire beon ~~entitled~~July 31, to2007, or earlier under certain ~~severance~~conditions, ~~benefits~~and ~~from~~provides ~~the~~for ~~Registrant.~~cash ~~The~~advances and ~~Severance~~letters ~~Agreement~~of ~~also~~credit ~~provides~~up ~~that~~to ~~each~~the lesser of $30,000,000 or the ~~Registrant~~Borrowing ~~and~~Base Mr(the “Credit Facility”). ~~Schlax~~ The ~~acknowledge~~Borrowing ~~that~~Base, ~~except~~ as ~~specifically~~defined ~~provided~~ in the ~~Severance~~Credit ~~Agreement~~Facility, ~~there~~as ~~are~~amended noby ~~remaining~~the ~~amounts~~Third orAmendment, is ~~obligations~~determined ~~due~~monthly ~~either~~and ~~party~~will ~~arising~~be ~~out~~equal to 80% of the ~~Employment~~balance ~~Agreement,~~due ~~dated~~on ~~May 17~~Domestic Acceptable Receivables. The Credit Facility, ~~2002~~as amended, ~~between~~ continues to bear interest equal to the ~~Registrant~~Bank’s ~~and~~Prime MrRate. ~~Schlax.~~

The ~~foregoing~~Credit ~~description~~Facility, ofas amended, continues to contain certain financial covenants limiting the amount ~~Severance~~the ~~Agreement~~Company ~~does~~can ~~not~~expend ~~purport~~annually for capital expenditures to be$2,000 ~~complete~~thousand. ~~and~~The isCredit ~~qualified~~Facility, inas ~~its~~amended, ~~entirety~~also bycontinues ~~reference~~ to prohibit the ~~Severance~~repurchase ~~Agreement,~~of astock ~~copy~~and the payment of cash dividends, except for cash dividends in an amount not to exceed $17,500 thousand, which isamount ~~attached~~was ~~hereto~~expended asin ~~Exhibit~~November ~~10.1~~2004, and ~~also~~repurchases ~~incorporated~~of stock in an amount not to exceed $1,000 thousand, by June 30, ~~reference~~2005. ~~herein~~The Company will also continue to be required to maintain certain financial targets for tangible net worth and fixed charges.

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

See disclosure under Item 1.01 of this Current Report on Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

	(c)	Exhibits.
	10.1	~~Severance~~Third Amendment to Loan Agreement ~~and~~dated ~~General~~as ~~and~~of ~~Special~~April ~~Release~~6, ~~entered~~2005 ~~into~~among onBank ~~January~~of 17America, ~~2005~~N.A. ~~between~~and ~~the~~Mercury ~~Registrant~~Air Group, Inc. and ~~Robert~~certain ~~Schlax~~of its subsidiaries.
	10.2	Letter from Bank of America, N.A. to Mercury Air Group, Inc. dated March 17, 2005.

~~SIGNATURE~~SIGNATURES

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

Date: January 21, 2005	MERCURY AIR GROUP, INC.
Date: April 8, 2005	MERCURY AIR GROUP, INC.
	By:	/s/ ~~WAYNE~~Kent ~~LOVETT~~Rosenthal
		Wayne Lovett
		Kent Rosenthal
		Executive Vice President, General Counsel and Secretary
		Chief Financial Officer

EXHIBIT INDEX

10.1 Severance Agreement and General and Special Release entered into on January 17, 2005 between the Registrant and Robert Schlax.

10.1	Third Amendment to Loan Agreement dated as of April 6, 2005 among Bank of America, N.A. and Mercury Air Group, Inc. and certain of its subsidiaries.

10.2	Letter from Bank of America, N.A. to Mercury Air Group, Inc. dated March 17, 2005.

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