SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

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

MAIR Holdings, Inc.

 

(Name of Issuer)

Common Stock

(Title of Class of Securities)

560635104

(CUSIP Number)

July 24, 2008

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).

CUSIP No.		560635104		Page		2		of		5 Pages

*SEE INSTRUCTIONS BEFORE FILLING OUT!

** See Item 4.

Page 3 of 5

Item 1(a).		Name of Issuer:		MAIR Holdings, Inc.
Item 1(b).		Address of Issuers’s Principal Executive Offices:		Fifth Street Towers, Suite 1360
				150 South Fifth Street
				Minneapolis, MN 55402
Item 2(a).		Name of Person Filing:		Lloyd I. Miller, III
Item 2(b).		Address of Principal Business Office or, if None, Residence:		4550 Gordon Drive, Naples, Florida 34102
Item 2(c).		Citizenship:		U.S.A.
Item 2(d).		Title of Class of Securities:		Common Stock
Item 2(e).		CUSIP Number:		560635104

Item 3.		IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:
		Not Applicable, this statement is filed pursuant to 13d-1(c)
Item 4.		OWNERSHIP: The reporting person previously reported his beneficial ownership on Schedule 13D. The reporting person is now eligible to disclose his beneficial ownership on Schedule 13G pursuant to Rules 13d-1(c) and 13d-1(h). No ownership change is being reported herein.
		The reporting person has sole voting and dispositive power with respect to 1,050,596 of the reported securities as (i) a manager of a limited liability company that is the general partner of a certain limited partnership and (ii) an individual. The reporting person has shared voting and dispositive power with respect to 541,256 of the reported securities as an investment advisor to the trustee of a certain family trust.

		(a)		1,591,852
		(b)		10.6%
		(c)		(i) sole voting power: 1,050,596
				(ii) shared voting power: 541,256
				(iii) sole dispositive power: 1,050,596
				(iv) shared dispositive power: 541,256

Item 5.		OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
		Not Applicable
Item 6.		OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
		Other than shares held directly by Lloyd I. Miller, III, persons other than Lloyd I. Miller, III have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities.
Item 7.		IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

Page 4 of 5

		Not Applicable
Item 8.		IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
		Not Applicable
Item 9.		NOTICE OF DISSOLUTION OF GROUP:
		Not Applicable
Item 10.		CERTIFICATION:
		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.

Page 5 of 5

SIGNATURE

     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: July 30, 2008		/s/ Lloyd I. Miller, III
		Lloyd I. Miller, III