UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13(d)-2(b)

Pinnacle Airlines Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

723443107

(CUSIP Number)

December 31, 2008

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o		Rule 13d-1(b)
þ		Rule 13d-1(c)
o		Rule 13d-1(d)

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

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*

Includes 23,000 shares of common stock subject to call options, with an exercise price of $20/share and which expire January 15, 2010.

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* Includes (a) 47,915 shares of common stock held by Ms. Kapoor and her husband, Mr. Pabrai, as joint tenants with rights of survivorship, of which 29,800 shares are subject to call options, with an exercise price of $20/share and which expire January 15, 2010, (b) 2 shares held by the IRA FBO Harina Kapoor, and (c) 35,000 shares of common stock held by the Dakshana Foundation, a 501(c)(3) organization controlled by Ms. Kapoor and Mr. Pabrai, of which 16,000 shares are subject to call options, with an exercise price of $20/share and which expire January 15, 2010.

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* Includes (a) 47,915 shares of common stock held by Mr. Pabrai and his wife Ms. Kapoor, as joint tenants with rights of survivorship, of which 29,800 shares are subject to call options, with an exercise price of $20/share and which expire January 15, 2010, (b) 2 shares held by the IRA FBO Harina Kapoor, (c) 35,000 shares of common stock held by the Dakshana Foundation, a 501(c)(3) organization controlled by Ms. Kapoor and Mr. Pabrai, of which 16,000 shares are subject to call options, with an exercise price of $20/share and which expire January 15, 2010, and (d) 3,600 shares held by Ms. Kapoor.

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Item 1. (a) Name of Issuer. Pinnacle Airlines Corp.

Item 1. (b) Address of Issuer’s Principal Executive Offices.		1689 Nonconnah Blvd Ste 111 Memphis, TN 38132

Item 2. (a) Name of Person Filing.

This Schedule 13G/A is filed on behalf of The Pabrai Investment Fund II, L.P., an Illinois limited partnership (“PIF2”), Pabrai Investment Fund 3, Ltd., a British Virgin Islands corporation (“PIF3”), The Pabrai Investment Fund IV, L.P., a Delaware limited partnership (“PIF4”), Dalal Street, LLC, a California limited liability company (“Dalal Street”) and general partner of PIF2 and PIF4 and sole investment manager of PIF3, Harina Kapoor, and Mohnish Pabrai, managing member of Dalal Street and a shareholder and president of PIF3 (collectively, the “Reporting Persons”), pursuant to a Joint Reporting Agreement dated February 17, 2009, filed by the Reporting Persons as Exhibit A to this Schedule 13G/A.

Item 2. (b) Address of Principal Business Office or, if none, Residence.

114 Pacifica
Suite 240
Irvine, CA 92618-3321

Item 2. (c) Citizenship.

PIF2 is an Illinois limited partnership. PIF3 is a British Virgin Islands corporation. PIF4 is a Delaware limited partnership. Dalal Street is a California limited liability company. Mohnish Pabrai and Harina Kapoor are United States citizen

Item 2. (d) Title of Class of Securities. Common Stock

Item 2. (e) CUSIP Number. 723443107

Item 3.		If this Statement is filed pursuant to Rule 13d-1(b), 13d-2(b) or (c), check whether the person filing is a:

     Not applicable.

Item 4. Ownership.

(a) and (b).

This Schedule 13G/A shall not be construed as an admission that any Reporting Person is, either for purposes of Section 13(d) or 13(g) of the Exchange Act of 1934, as amended (the “Act”) or for other purposes, is the beneficial owner of any securities covered by this statement. By virtue of the relationships between and among (i) Dalal Street in its

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capacity as the General Partner and Investment Manager of PIF2, PIF4 and Pabrai Investment Fund 3, Ltd., respectively, (ii) Mohnish Pabrai, in his capacity as the managing member of Dalal Street and (iii) the other Reporting Persons, as further described in Item 2(a), each of the Reporting Persons may be deemed to be the beneficial owner of all or a portion of the shares of Common Stock held by the other Reporting Persons. Because of the relationships described in Item 2(a), the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5 under the Act, and as such, each member of the group would be deemed to beneficially own, in the aggregate, all the shares of Common Stock held by members of the group. The Reporting Persons disclaim membership in a group and disclaim beneficial ownership of any of the shares of Common Stock except as follows.

		Common Stock
Reporting Person		Beneficially Owned				% of Class (‡)
The Pabrai Investment Fund II, L.P.			119,318				0.7	%
Pabrai Investment Fund 3, Ltd.			1,368,453				7.6	%
The Pabrai Investment Fund IV, L.P.			1,181,600				6.5	%
Dalal Street, LLC			63,600	*			0.4	%
Harina Kapoor			86,517	**			0.5	%
Mohnish Pabrai			2,819,488	***			15.6	%

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(c) Dalal Street and Mohnish Pabrai, in his capacity as managing member of Dalal Street have the shared power to vote or to direct the vote and the shared power to dispose or to direct the disposition of the shares of Common Stock set forth opposite the name of each of PIF2, PIF4 and PIF3 in the table above. Dalal Street and Mohnish Pabrai disclaim beneficial ownership of any such shares of Common Stock except to the extent of their pecuniary interest therein, if any. Harina Kapoor, in her capacity as account holder, and Mohnish Pabrai, in his capacity as husband and advisor, have the shared power to vote or to direct the vote and the shared power to dispose or to direct the disposition of the share of Common Stock held by the IRA FBO Harina Kapoor. Mohnish Pabrai and Harina Kapoor share the power to vote or to direct the vote and the power to dispose or to direct the disposition of 86,517 shares set forth opposite their names in the table above. Mohnish Pabrai disclaims beneficial ownership of such share of Common Stock held by the IRA FBO Harina Kapoor except to the extent of his pecuniary interest therein, if any.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

This Schedule 13G/A is being filed jointly pursuant to Rule 13d-1(k). As a result of the relationships among the Reporting Persons described herein, some or all of the Reporting Persons may be deemed to comprise a “group” within the meaning of Section 13 of the Act and the Rules promulgated thereunder. However, the Reporting Persons deny such group status.

Item 9. Notice of Dissolution of Group.

Not applicable.

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Item 10. Certifications.

          By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURES

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 17, 2009

THE PABRAI INVESTMENT FUND II, L.P.
		By: Dalal Street, LLC, Its General Partner
				By:		/s/ Mohnish Pabrai   Mohnish Pabrai, Chief Executive Officer
PABRAI INVESTMENT FUND 3, LTD.
		By:		/s/ Mohnish Pabrai
				Mohnish Pabrai, President
THE PABRAI INVESTMENT FUND IV, L.P.
		By: Dalal Street, LLC, Its General Partner
				By:		/s/ Mohnish Pabrai   Mohnish Pabrai, Chief Executive Officer
DALAL STREET, LLC
		By:		/s/ Mohnish Pabrai
				Mohnish Pabrai, Chief Executive Officer

/s/ Harina Kapoor   Harina Kapoor
/s/ Mohnish Pabrai   Mohnish Pabrai

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EXHIBIT INDEX

EXHIBIT		DESCRIPTION
EXHIBIT A		JOINT REPORTING AGREEMENT

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EXHIBIT A
JOINT REPORTING AGREEMENT

     This will confirm the agreement by and among the undersigned that the Schedule 13G/A filed on or about this date with respect to the beneficial ownership of the undersigned of shares of Common Stock of Pinnacle Airlines Corp. is being filed on behalf of each of the parties named below.

Dated: February 17, 2009

THE PABRAI INVESTMENT FUND II, L.P.
		By: Dalal Street, LLC, Its General Partner
				By:		/s/ Mohnish Pabrai   Mohnish Pabrai, Chief Executive Officer
PABRAI INVESTMENT FUND 3, LTD.
		By:		/s/ Mohnish Pabrai
				Mohnish Pabrai, President
THE PABRAI INVESTMENT FUND IV, L.P.
		By: Dalal Street, LLC, Its General Partner
				By:		/s/ Mohnish Pabrai   Mohnish Pabrai, Chief Executive Officer
DALAL STREET, LLC
		By:		/s/ Mohnish Pabrai
				Mohnish Pabrai, Chief Executive Officer

/s/ Harina Kapoor   Harina Kapoor
/s/ Mohnish Pabrai   Mohnish Pabrai