Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
KOPKO FREDERICK H JR
   2. Issuer Name and Ticker or Trading Symbol
MERCURY AIR GROUP INC [MAX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
20 NORTH WACKER DRIVE, SUITE 2520		 3. Date of Earliest Transaction (Month/Day/Year)
02/02/2005
(Street)

CHICAGO, IL 60606		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock               1,162,815 I By CK Partners (1)
Common Stock               37,625 D (2)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Purchase Option $ 3.66 02/02/2005 02/02/2005 A   7,500   02/02/2005 02/02/2015 Common Stock 7,500 $ 3.66 83,690 (3) D (4)  
Common Stock Purchase Option $ 10.9             11/07/2002 11/07/2011 Common Stock 125,000   125,000 I CK Partners (5)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KOPKO FREDERICK H JR
20 NORTH WACKER DRIVE
SUITE 2520
CHICAGO, IL 60606		   X   X    

Signatures

 Frederick H. Kopko   02/03/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Consists of (i)895,749 shares benefically owned by CK Partners; (ii) 267,064 shares owned by Joseph A. Czyzyk. CK Partners holds all Shares beneficially owned by Mr Kopko and Mr. Czyzkk (the" Partners"). Pursuant to Section 7 of the Partnership Agreement of CK Partners, the Partners have agreed that the Shares shall be voted for Mr. Czyzyk and Mr. Kopko, or as designated by Mr. Czyzyk and Mr. Kopko.
(2) Owned by Mr. Kopko but held and voted by CK Partners
(3) Consisting of (i) options to acquire 7,563 shares at $9.252 per share, exercisable as of 12/1/94 and expire 12/1/04,(ii)options to acquire 7,563 shares at $14.364 exercisable as of 3/21/97 and expire 3/21/06,(iii) options to acquire 7,563 shares at $11.40 exercisable as of 12/12/97 and expire 12/12/06,(iv)options to acquire 7,563 shares at $11.50 exercisable as of 12/04/98 and expire 12/4/07,(v)options to acquire 3,438 shares at $14.364 exercisable as of 3/21/96 and expire 3/21/06,(vi)options to acquire 5,000 shares at $15.50 exercisable as of 12/02/00 and expire 12/02/09, (vii)options to acquire 25,000 shares at $11.750 exercisable as of 11/01/2001 and expire 11/01/2010; (viii)options to acquire 5,000 shares at $10.50 exercisable as of 12/14/01 and expire 12/14/10;(ix)options to acquire 7,500 shares at $10.90 exercisable as of 11/07/02 and expire 11/07/11; and (x) options to acquire 7,500 shares at $3.66 exercisable as of 2/2/05 and expire 2/2/2015.
(4) Owned by Mr. Kopko but held by CK Partners
(5) Consists of 125,000 shares issuable upon exercise of options owned by Mr. Joseph A. Czyzyk but held by CK Partners

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