<DOCUMENT>
<TYPE>EX-5.2
<SEQUENCE>3
<FILENAME>p68598exv5w2.txt
<DESCRIPTION>EX-5.2
<TEXT>
<PAGE>

                                                                     EXHIBIT 5.2

                               FIRST AMENDMENT TO
             MESA AIR GROUP, INC. 2001 KEY OFFICER STOCK OPTION PLAN

         This First Amendment to Mesa Air Group, Inc. (the "Company") 2001 Key
Officer Stock Option Plan October 30, 2001 (the "Plan") is entered into as of
October 23, 2003 for the purpose of amending the Plan.

         RECITALS:

         (a)      On October 30, 2001, the Company adopted the Plan for the
purpose of compensating the chief executive officer of the Company ("CEO") and
the president and chief operating officer of the Company ("COO", together with
the CEO, the "Key Officers"), inducing the entry of Key Officers into employment
agreements (as to each, their "Employment Agreement") or otherwise to induce
them to remain as employees of the Company, and in either event to provide an
incentive for them to improve the Company's performance. Additionally, the
Company adopted the Plan in order to attract and retain the caliber of officers
necessary to operate the Company in today's competitive environment.

         (b)      With respect to Options granted to a person subject to Rule
16b-3 of the Securities Exchange Act of 1934 or any successor rule ("Rule
16b-3"), unless otherwise determined by the Board, the Committee granting such
Options shall be the entire Board or shall be comprised solely of two or more
"non-employee directors" as defined by Rule 16b-3. With respect to Options
granted to a "covered employee" under Section 162(m) of the Code ("Section
162(m)"), unless otherwise determined by the Board, the Committee granting such
Options shall be comprised solely of two or more "outside directors" as defined
by Section 162(m). With respect to Options granted to a person subject to both
Rule 16b-3 and Section 162(m), unless otherwise determined by the Board, all
grants will be made in a manner that complies with both Rule 16b-3 and Section
162(m). The Committee shall be so constituted at all times as to permit the Plan
to comply with Rule 16b-3 or any successor rule.

         (c)      Congress enacted the Sarbanes-Oxley Act in 2002 which amended
Section 13 of the 1934 Securities Exchange Act. The Sarbanes-Oxley Act provided,
in part, that it is unlawful for an issuer (as defined in Section 2 of the
Sarbanes-Oxley Act) from directly or indirectly, including through any
subsidiary, to extend or maintain credit, to arrange for the extension of
credit, or to renew an extension of credit, in the form of a personal loan to or
for any director or executive officer (or equivalent thereof) of that issuer.

         AGREEMENT:

         1. Section 5(d) shall be amended as follows:

         Subsection (iii) shall be deleted in its entirely from Section 5(d),
and any and all subsections thereafter shall be renumbered accordingly.

<PAGE>

         DATED to be effective as of October 23, 2003.

                                           MESA AIR GROUP, INC.

                                           By: /S/ Jonathan G. Ornstein
                                               ---------------------------------
                                               Jonathan G. Ornstein
                                               Chairman of the Board

ATTESTED BY:

By: /S/ Brian S. Gillman
    -----------------------------------
    Brian S. Gillman
    Secretary

                                      -2-

<PAGE>

                              MESA AIR GROUP, INC.
                       2001 KEY OFFICER STOCK OPTION PLAN

1.       PURPOSE OF THE PLAN; TYPE OF PLAN

         (a)      Establishment and General Purpose. Mesa Air Group, Inc. (the
                  "Company") hereby establishes the 2001 Key Officer Stock
                  Option Plan (the "Plan"). The purpose of the Plan is to
                  compensate the chief executive officer of the Company ("CEO")
                  and the president and chief operating officer of the Company
                  ("COO," together with the CEO, the "Key Officers") with stock
                  options ("Options") to induce their entry into employment
                  agreements (as to each, their "Employment Agreement") or
                  otherwise to induce them to remain as employees of the
                  Company, and in either event to provide an incentive for them
                  to improve the Company's performance. Without the Plan, the
                  Board does not believe it can attract and retain the caliber
                  of officers necessary to operate the Company in today's
                  competitive environment. An extremely competitive market
                  currently exists for senior executive officers and valuable
                  stock options owned by senior management of competitors of the
                  Company make a generous stock option plan necessary to attract
                  and retain officers.

         (b)      Designation of Stock Options as Non-Qualified Stock Options.
                  Options granted under the Plan shall not be treated as
                  incentive stock options under Section 422 of the Internal
                  Revenue Code of 1986, as amended (the "Code").

2.       ADMINISTRATION OF THE PLAN

         (a)      Creation of the Committee. This Plan will be administered by a
                  committee of persons (hereinafter, the "Committee") as chosen
                  by the Board of Directors of the Company (the "Board"). The
                  Committee will generally consist of one or more members of the
                  Board. If a Committee does not exist, or for any other reason
                  determined by the Board, the Board may take any action under
                  the Plan that otherwise would be the responsibility of the
                  Committee.

         (b)      Composition of Committee. With respect to Options granted to a
                  person subject to Rule 16b-3 of the Securities Exchange Act of
                  1934 or any successor rule ("Rule 16b-3"), unless otherwise
                  determined by the Board, the Committee granting such Options
                  shall be the entire Board or shall be comprised solely of two
                  or more "non-employee directors" as defined by Rule 16b-3.
                  With respect to Options granted to a "covered employee" under
                  Section 162(m) of the Code ("Section 162(m)"), unless
                  otherwise determined by the Board, the Committee granting such
                  Options shall be comprised solely of two or more "outside
                  directors" as defined by Section 162(m). With respect to
                  Options granted to a person subject to both Rule 16b-3 and
                  Section 162(m), unless otherwise determined by the Board, all
                  grants will be made in a manner that complies with

<PAGE>

                  both Rule 16b-3 and Section 162(m). The Committee shall be so
                  constituted at all times as to permit the Plan to comply with
                  Rule 16b-3 or any successor rule.

         (c)      Power and Authority of Committee. The Committee will have
                  authority and discretion to interpret the Plan, to establish,
                  amend, and rescind any rules and regulations relating to the
                  Plan, to decide all questions and settle all controversies and
                  disputes which may arise in connection with the Plan, and to
                  make all other determinations that may be necessary or
                  advisable for the administration of the Plan.

3.       STOCK AND MAXIMUM NUMBER OF SHARES SUBJECT TO PLAN

         (a)      Description of Stock and Maximum Shares Allocated. The stock
                  subject to the provisions of this Plan and issuable upon
                  exercise of the Options are shares of the Company's common
                  stock ("Common Stock"), no par value, which may be either
                  unissued or treasury shares, as the Board may from time to
                  time determine. Subject to adjustment as provided in Section
                  7, the aggregate number of shares of Common Stock covered by
                  the Plan issuable upon exercise of all Options shall be
                  2,000,000 shares, which shares shall be reserved for issuance
                  upon the exercise of the Options. The maximum number of shares
                  that will be subject to Options granted under the Plan to any
                  Key Officer during any calendar year will be as set forth in
                  Section 4(b)(i) and (ii), subject to adjustment as described
                  in Section 7. (The shares available for Options under this
                  Plan and all other shares of Common Stock of the Company shall
                  be referred to herein as the "Shares.") lf the exercise price
                  of any Option is satisfied by tendering Shares to the Company,
                  only that number of Shares issued net of the Shares tendered
                  shall be considered issued and delivered for purposes of
                  determining the maximum number of Shares available for
                  issuance under this Section.

         (b)      Restoration of Unpurchased Shares. If an Option expires or
                  terminates for any reason prior to its exercise in full before
                  the term of the Plan expires, the Shares subject to, but not
                  issued under, such Option shall again be available for other
                  Options hereafter granted.

4.       OPERATION OF THE PLAN

         (a)      Plan Participants. Options shall be granted to the Key
                  Officers.

         (b)      Date of Grants and Allotment.

                  (i)      CEO. One hundred and fifty thousand (150,000) Options
                           shall be granted to the CEO on April 1, 2002, and on
                           April 1 of each successive calendar year in which the
                           CEO's Employment Agreement remains in effect. The

                                      -2-

<PAGE>

                           grant of any Options to the CEO in excess of such
                           number of Options will require the approval of the
                           Committee.

                  (ii)     COO. One hundred thousand (100,000) Options shall be
                           granted to the COO on January 1, 2002, and on January
                           1 of each successive calendar year in which the COO's
                           Employment Agreement remains in effect. The grant of
                           any Options to the COO in excess of such number of
                           Options will require the approval of the Committee.

                  (iii)    If a scheduled Grant Date in any given year fall on a
                           day on which trading in the Shares is closed, the
                           action which would have taken place on such Grant
                           Date shall be delayed until the first day after the
                           scheduled Grant Date that trading in the Shares
                           commences.

                  (iv)     Each of the dates on which Options are granted under
                           this Section 4(b) shall be referred to herein as a
                           "Grant Date."

         (c)      Price. The Option price per Share shall be equal to the fair
                  market value of the underlying Shares on the Grant Date, as
                  determined under Section 4(d) below.

         (d)      Fair Market Value. The fair market value of Shares underlying
                  Options granted on any particular Grant Date shall be
                  determined as follows:

                  (i)      If the Shares are listed or admitted to trading on
                           any securities exchange, the fair market value shall
                           be the average sales price on such day on the New
                           York Stock Exchange, or if the Shares have not been
                           listed or admitted to trading on the New York Stock
                           Exchange, on such other securities exchange on which
                           such stock is then listed or admitted to trading, or
                           if no sale takes place on such day on any such
                           exchange, the average of the closing bid and asked
                           price on such day as officially quoted on any such
                           exchange;

                  (ii)     If the Shares are not then listed or admitted to
                           trading on any securities exchange, the fair market
                           value shall be the average sales price on such day
                           or, if no sale takes place on such day, the average
                           of the reported closing bid and asked price on such
                           date, in the over-the-counter market as furnished by
                           the National A-2 39 Association of Securities Dealers
                           Automated Quotation ("NASDAQ"), or if NASDAQ at the
                           time is not engaged in the business of reporting such
                           prices, as furnished by any similar firm then engaged
                           in such business and selected by the Committee; or

                  (iii)    If the Shares are not then listed or admitted to
                           trading in the over-the counter market, the fair
                           market value shall be the amount determined by the
                           Committee in a manner consistent with Treasury
                           Regulation Section

                                      -3-

<PAGE>

                           20.2031-2 promulgated under the Code or in such other
                           manner prescribed by the Secretary of the Treasury or
                           the Internal Revenue Service.

         (e)      Duration of Plan; Term of Options. The term of the Plan,
                  unless previously terminated by the Board, is five years. The
                  Board may suspend or terminate the Plan at any time. No Option
                  shall be granted under the Plan unless granted within five
                  years after the adoption of the Plan by the Board, but Options
                  outstanding on the date the Plan terminates shall not be
                  terminated or otherwise affected by virtue of the Plan's
                  expiration. Except as otherwise indicated in Section 6, all
                  Options automatically expire ten years from the Grant Date.

         (f)      Vesting of the Options. Subject to Section 6, one-third of the
                  Options granted on a Grant Date shall vest on the first
                  anniversary after the Grant Date; one-third of the Options
                  granted on a Grant Date shall vest on the second anniversary
                  after the Grant Date; and the remaining one-third of Options
                  granted on a Grant Date shall vest on the third anniversary
                  after the Grant Date.

5.       TERMS AND CONDITIONS OF OPTIONS

         (a)      Individual Agreements. Options granted under the Plan shall be
                  evidenced by agreements in such form as the Board or the
                  Committee from time to time approves, which agreements shall
                  substantially comply with and be subject to the terms of the
                  Plan.

         (b)      Required Provisions. Each agreement shall state:

                  (i)      the total number of Shares to which it pertains;

                  (ii)     the exercise price for the Shares covered by the
                           Option;

                  (iii)    the time at which the Option becomes exercisable;

                  (iv)     the scheduled expiration date of the Option; and

                  (v)      the timing and conditions of issuance of any Option
                           exercise.

         (c)      No Fractional Shares. Options shall be granted and shall be
                  exercisable only for whole Shares; no fractional Shares will
                  be issuable upon exercise of any Option granted under the
                  Plan. Fractional Options shall be rounded down to the nearest
                  whole Share number.

         (d)      Method of Exercising Options. Options shall be exercised by
                  written notice to the Company, addressed to the Company at its
                  principal place of business. Such notice shall state the
                  election to exercise the Option and the number of Shares

                                      -4-

<PAGE>

                  with respect to which it is being exercised, and shall be
                  signed by the person exercising the Option. Such notice shall
                  be accompanied by payment in full of the exercise price for
                  the number of Shares being purchased. Payment may be by any of
                  the following methods or any combination of the following
                  methods:

                  (i)      in cash;

                  (ii)     by bank cashier's check;

                  (iii)    pursuant to a loan from the Company if the Board so
                           determines or if the Key Officer's Employment
                           Agreement so provides;

                  (iv)     by delivery to the Company of certificates
                           representing the number of Shares then owned by the
                           Key Officer, the fair market value of which (as
                           determined under Section 4(d)) equals the purchase
                           price of the Shares purchased pursuant to the Option,
                           properly endorsed for transfer to the Company, but
                           Shares used for this purpose must have been held by
                           the Key Officer for at least six months, or for such
                           other minimum period as may be established from time
                           to time by the Committee; or

                  (v)      with the surrender of vested Options which have a
                           "spread" equal to the amount of payment (with the
                           spread to be determined by the difference between the
                           fair market value of the common stock that is subject
                           to the Option that is being surrendered, as
                           determined in Section 3(d) of the Plan, and the
                           exercise price of the Option being surrendered).

                  The Company shall deliver a certificate or certificates
                  representing the Option Shares to the purchaser as soon as
                  practicable after payment for those Shares has been received.
                  If an Option is exercised by any person other than the Option
                  holder, such notice shall be accompanied by appropriate proof
                  of the right of such person to exercise the Option. All Shares
                  that are purchased and paid for in full upon the exercise of
                  an Option shall be fully paid and non-assessable.

         (e)      No Rights of a Shareholder. A Key Officer shall have no rights
                  as a shareholder with respect to Shares covered by an Option
                  until such Option is exercised and a certificate for the
                  underlying Shares is issued. Upon such exercise of an Option
                  and issuance of a stock certificate, the holder of the Shares
                  of Common Stock so received shall have all the rights of a
                  shareholder of the Company. No adjustment will be made for
                  cash dividends for which the record date is prior to the date
                  a stock certificate is issued upon exercise of an Option.

         (f)      Registration Rights. Each grant of Options pursuant to this
                  Plan shall be subject to the requirement that, if at any time
                  counsel to the Company shall determine that the listing,
                  registration or qualification of the Shares subject to such
                  Option upon

                                      -5-

<PAGE>

                  any securities exchange or under any state or federal law, or
                  the consent or approval of any governmental or regulatory
                  body, is necessary as a condition of, or in connection with,
                  the issuance or purchase of Shares thereunder, such Option may
                  not be exercised in whole or in part unless such listing,
                  registration, qualification, consent or approval have been
                  effected or obtained on conditions acceptable to the
                  Committee. Notwithstanding the foregoing, the Company agrees:
                  (i) to keep in effect a registration statement under the
                  Securities Act of 1933, as amended (or any successor statute)
                  (the "1933 Act") with respect to the Shares underlying the
                  Options for as long as any of the Options remain unexercised;
                  (ii) to keep in effect a registration statement under the 1933
                  Act with respect to the resale of any such Shares, to the
                  extent necessary to permit the Key Officer or any transferee
                  of the Key Officer's Shares (acquired pursuant to an Option)
                  to resell such Shares without any restrictions on the resale
                  of such Shares under the 1933 Act; (iii) to comply with any
                  registration or similar requirements under the laws of any
                  state to the extent necessary to permit the Key Officer or any
                  transferee of the Key Officer with respect to such Shares to
                  resell such Shares without any restrictions on the resale of
                  such Shares under such laws and regulations; (iv) to comply
                  with all state and federal laws and regulations regarding
                  disclosure, so as to permit the Key Officer and any transferee
                  of the Key Officer to resell the Shares underlying the Options
                  without liability under such laws and regulations; and (v) to
                  cause all Shares underlying any Option to be listed or
                  admitted to trading on any securities exchange on which the
                  Shares have been listed or admitted to trading, at the time
                  any Option is exercised.

6.       TERMINATION OF EMPLOYMENT; ASSIGNABILITY; DEATH

         (a)      Termination of Employment. Except as more specifically
                  provided in Section 6(b), (c), (d) or (e), below, if any Key
                  Officer ceases to be an employee of the Company prior to March
                  14, 2004 (in the case of Ornstein) or January 1, 2004 (in the
                  case of Lotz), such Key Officer may, within three months after
                  the date of such Key Officer's termination of employment (but
                  not after the stated expiration date of an Option), exercise
                  any Option that has become vested prior to the date of such
                  termination. If any Key Officer is employed by the Company for
                  the period beginning with the date this Plan is approved by
                  the Board and ending on March 13, 2004 (in the case of
                  Ornstein) or December 31, 2003 (in the case of Lotz), and
                  thereafter ceases to be an employee of the Company, the
                  expiration date for exercise of the Options held by such Key
                  Employee shall not be earlier than ten years from the Grant
                  Date.

         (b)      Disability. If the Key Officer is removed as an employee of
                  the Company due to Disability (as deemed in such Key Officer's
                  Employment Agreement), any unvested Option shall become fully
                  vested and the Key Officer (or his representative) may
                  exercise the Options, in whole or in part, at any time prior
                  to

                                      -6-

<PAGE>

                  the stated expiration date of the Options, and if such removal
                  occurs prior to March 14,2004 (in the case of Ornstein) or
                  January 1,2004 (in the case of Lotz), the expiration date for
                  exercise of the Options shall not be earlier than ten years
                  from the Grant Date.

         (c)      Discharge for Cause. If a Key Officer is removed as an
                  employee of the Company for Cause (as such term is defined in
                  such Key Officer's Employment Agreement), the Options shall
                  terminate upon the effective date of the removal.
                  Notwithstanding the foregoing, if such Key Officer is employed
                  by the Company for the period beginning with the date this
                  Plan is approved by the Board and ending on March 13,2004 (in
                  the case of Ornstein) or December 31,2003 (in the case of
                  Lotz), such Key Officer may exercise the Options, in whole or
                  in part, to the extent they were exercisable on the date when
                  the Key Officer's removal was effective, at any time prior to
                  the tenth anniversary of the Grant Date of the Options.

         (d)      Termination Without Cause or For Good Reason. If a Key Officer
                  is terminated by the Company without Cause (as such term is
                  defined in such Key Officer's Employment Agreement) or if the
                  Key Officer terminates employment for Good Reason (as such
                  term is defined in such Key Officer's Employment Agreement),
                  any unvested Option held by such Key Officer shall vest
                  immediately, and such Key Officer shall have until the stated
                  expiration date of any Options to exercise them, but if such
                  termination occurs prior to March 14, 2004 (in the case of
                  Ornstein) or January 1,2004 (in the case of Lotz), the
                  expiration date for exercise of the Options shall not be
                  earlier than ten years from the Grant Date.

         (e)      Death of Option Holder. If a Key Officer dies while serving as
                  an employee of the Company, any unvested Option held by such
                  Key Officer shall become fully vested and shall be exercisable
                  until the stated expiration date thereof by the person or
                  persons ("successors") to whom such Key Officer's rights pass
                  under will or by the laws of descent and distribution, but if
                  the Key Officer's death occurs prior to March 14, 2004 (in the
                  case of Ornstein) or January 1, 2004 (in the case of Lotz),
                  the expiration date for exercise of the Options shall not be
                  earlier than ten years from the Grant Date. An Option may be
                  exercised (and payment of the Option price made in full) by
                  the successors only after written notice to the Company,
                  specifying the number of shares to be purchased. Such notice
                  shall comply with the provisions of Section 5(f).

         (f)      Assignability. No Option or the privileges conferred thereby
                  shall be assignable or transferable by a holder except:

                  (i)      by will or the laws of descent and distribution;

                                      -7-

<PAGE>

                  (ii)     to an immediate family member (which for this purpose
                           is defined as a spouse, a child by blood or adoption,
                           a grandchild by blood or adoption, and any trust,
                           partnership, limited liability company, or other
                           entity whose primary beneficiaries include one or
                           more of any such immediate family members) of the Key
                           Officer holding such Option; or

                  (iii)    to an organization exempt from Federal income tax
                           under Section 501(c)(3) or Section 501 (c)(4) of the
                           Code.

         (g)      The provisions of this Section 6 shall be subject to call
                  rights with respect to the Options, if any, that are set forth
                  in the Key Officer's Employment Agreement or in any other
                  agreement between the Key Officer and the Company.

7.       CERTAIN ADJUSTMENTS

         The aggregate number of Shares subject to the Plan, the number of
Shares covered by outstanding Options, and the price per share stated in such
Options shall be proportionately adjusted for any increase or decrease in the
number of outstanding Shares of Common Stock of the Company resulting from a
subdivision or consolidation of Shares or any other capital adjustment or from
the payment of a stock dividend or from any other increase or decrease in the
number of such Shares effected without receipt by the Company of consideration
therefor in money, services or property.

8.       COMPLIANCE WITH LEGAL REQUIREMENTS

         (a)      Registration Statement Preparation. The Key Officer hereby
                  agrees to supply the Company with such information and to
                  cooperate with the Company, as the Company may reasonably
                  request, in connection with the preparation and filing of the
                  registration statements and amendments thereto under the 1933
                  Act and applicable state statutes and regulations applicable
                  to the Option Shares.

         (b)      Additional Restrictions on Option Exercise. Notwithstanding
                  any provision to the contrary contained herein, a Key Officer
                  may exercise Options only so long as such exercise does not
                  violate the law or any rule or regulation adopted by any
                  applicable governmental authority.

9.       MISCELLANEOUS

         (a)      No Funding. This Plan shall be unfunded. The Company shall not
                  be required to establish any special or separate fund or to
                  make any other segregation of assets to assure any payment
                  under the Plan.

                                      -8-

<PAGE>

         (b)      Nevada Law. The Plan and the Options granted thereunder shall
                  be governed by the laws of the State of Nevada.

         (c)      Withholding of Taxes. The Company's obligation to issue Shares
                  upon the exercise of an Option shall be subject to the Key
                  Officer's satisfaction of all applicable federal, state, and
                  local income and other .tax withholding requirements.' For
                  these purposes, the Company shall have the right to deduct
                  from any other compensation of the Key Officer any such taxes
                  (including FICA taxes) required by law to be withheld with
                  respect to the granting or exercise of any Options. At the
                  time an Option is exercised by a Key Officer, the Committee,
                  in its sole discretion, may permit the Key Officer to satisfy
                  such, withholding obligations by transferring previously-owned
                  Shares to the Company, or by directing the Company to withhold
                  from Shares otherwise issuable to such Key Officer upon the
                  exercise of the Option. For these purposes, the value of
                  Shares would be determined under Section 3(d) on the date that
                  the amount of tax to be withheld is to be determined.

         (d)      Other Employee Benefits. The amount of any compensation deemed
                  to be received by a Key Officer as a result of the exercise or
                  grant of any Options shall not constitute "earnings" with
                  respect to which any other employee benefits of such Key
                  Officer are determined, including without limitation benefits
                  under any pension, profit sharing, life insurance or salary
                  continuation plan.

                                      -9-

<PAGE>

DATED to be effective as of ____________ October 30, 2001 _____________.

                                          MESA AIR GROUP, INC.

                                          By: /S/ Jonathan Ornstein
                                              ---------------------------------
                                                Jonathan Ornstein
                                              Chairman of the Board

ATTESTED BY:

By: /S/ Brian S. Gillman
    -------------------------
      Brian S. Gillman
         Secretary

                                      -10-

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