UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A

|    |  |                                                                                                                                 
|--- |  | --------------------------------------------------------------------------------------------------------------------------------
|[X] |  | ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

OR

|      |  |                                                                                         
|----- |  | ----------------------------------------------------------------------------------------
|[   ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 1-12649
AMERICA WEST HOLDINGS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

|                                                                       |  |                                                
|---------------------------------------------------------------------- |  | -----------------------------------------------
|DELAWARE
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION |  | 86-0847214
(I.R.S. EMPLOYER IDENTIFICATION NO.)

|                                                                                          |  |                                                                    
|----------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------
|111 WEST RIO SALADO PARKWAY
TEMPE, ARIZONA 85281
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) |  | (480) 693-0800
(REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

|                                                         |  |                                                                   
|-------------------------------------------------------- |  | ------------------------------------------------------------------
|TITLE OF EACH CLASS
CLASS B COMMON STOCK, $.01 PAR VALUE |  | NAME OF EACH EXCHANGE ON WHICH REGISTERED:
NEW YORK STOCK EXCHANGE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

COMMISSION FILE NUMBER 1-10140
AMERICA WEST AIRLINES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

|                                                                        |  |                                                
|----------------------------------------------------------------------- |  | -----------------------------------------------
|DELAWARE
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION) |  | 86-0418245
(I.R.S. EMPLOYER IDENTIFICATION NO.)

|                                                                                                  |  |                                                                    
|------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------
|4000 E. SKY HARBOR BOULEVARD
PHOENIX, ARIZONA 85034-3899
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) |  | (480) 693-0800
(REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
SENIOR UNSECURED NOTES DUE 2005
(TITLE OF CLASS)

Indicate by check mark whether each of the registrants (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X
   No





---



This Amendment to Form 10K for the fiscal year ended December 31, 2000 is
being filed for the purpose of including as an exhibit a letter from KPMG LLP
regarding a change in certifying accountants as required by Item 304(a)(3) of
Regulation S-K.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) Financial Statements

The following financial statements and the Independent Auditors Reports
are filed in Part II, Item 8A and 8B of this report on the pages indicated:

America West Holdings Corporation



| |                                                                                                        
| | -------------------------------------------------------------------------------------------------------
| | Independent Auditors Report page 31.                                                                 
|
| | Consolidated Balance Sheets December 31, 2000 and 1999 page 32.                                      
|
| | Consolidated Statements of Income-Years ended December 31, 2000,
1999 and 1998  page 33.              
|
| | Consolidated Statements of Cash Flows-Years ended December 31,
2000, 1999 and 1998  page 34.          
|
| | Consolidated Statements of Stockholders Equity-Years ended
December 31, 2000, 1999 and 1998  page 35.
|
| | Notes to Consolidated Financial Statements page 36.                                                   

America West Airlines, Inc.



| |                                                                                            
| | -------------------------------------------------------------------------------------------
| | Independent Auditors Report page 53.                                                     
|
| | Balance Sheets December 31, 2000 and 1999 page 54.                                       
|
| | Statements of Operations Years ended December 31, 2000, 1999 and
1998  page 55.          
|
| | Statements of Cash Flows Years ended December 31, 2000, 1999 and
1998  page 56.          
|
| | Statements of Stockholders Equity Years ended December 31, 2000,
1999 and 1998  page 57.
|
| | Notes to Financial Statements page 58.                                                    

(b)      Reports on Form 8-K



| |                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Holdings filed a Report on Form 8-K dated December 6, 2000
furnishing under Item 9 a press release,
      dated December 6, 2000,
setting forth certain data regarding AWAs fleet plan, unit
costs,
      operating statistics, fuel and performance statistics.

(c)       Exhibits

|        |  |                                                                                                                                                                                                                                                                                                                                                                          
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
|Number  |  | Title                                                                                                                                                                                                                                                                                                                                                                    
|       
|2.2     |  | Agreement and Plan of Merger, dated as of December 19, 1996, by and
among America West Holdings Corporation (Holdings), America West
Airlines, Inc. (AWA) and AWA Merger, Inc., with an effective date and
time as of midnight on December 31, 1996 Incorporated by reference to
Exhibit 2.1 to Holdings Registration Statement on Form 8-B dated
January 13, 1997.
|       
|       
|       
|       
|3.1     |  | Restated Certificate of Incorporation of AWA (included in Exhibit 2.2 above).                                                                                                                                                                                                                                                                                            
|       
|       
|       
|       
|**3.2   |  | Restated Bylaws of AWA.                                                                                                                                                                                                                                                                                                                                                  

2



---



|         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.3      |  | Certificate of Incorporation of Holdings (filed with the Secretary of
State of the State of Delaware on December 13, 1996) Incorporated by
reference to Exhibit 3.1 of Holdings Registration Statement on Form 8-B
dated January 13, 1997.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        
|        
|        
|        
|**3.4    |  | Restated Bylaws of Holdings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        
|        
|        
|        
|4.1      |  | Indenture for 10 3/4% Senior Unsecured Notes due 2005 Incorporated
by reference to Exhibit 4.1 to AWAs Form S-4 (No. 33-61099).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        
|        
|        
|        
|4.2      |  | Form of Senior Note (included as Exhibit A to Exhibit 4.1 above).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        
|        
|        
|        
|4.7      |  | Stock Option Agreement, dated effective as of December 31, 1996,
between Holdings and AWA Incorporated by reference to Exhibit 4.5 to
Holdings Registration Statement on Form 8-B dated January 13, 1997.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        
|        
|        
|        
|4.8      |  | Registration Rights Agreement, dated as of August 25, 1994, among
AWA, AmWest Partners, L.P. and other holders Incorporated by reference
to Exhibit 4.6 to the AWAs Current Report on Form 8-K dated August 25,
1994.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        
|        
|        
|        
|4.9      |  | Assumption of Certain Obligations Under Registration Rights Agreement
executed by Holdings for the benefit of TPG Partners, L.P., TPG Parallel
1, L.P., Air Partners II, L.P., Continental Airlines, Inc., Mesa
Airlines, Inc., Lehman Brothers, Inc., Belmont Capital Partners II, L.P.
and Belmont Fund, L.P. Incorporated by reference to Exhibit 4.7 to
Holdings Registration Statement on Form 8-B dated January 13, 1997.                                                                                                                                                                                                                                                                        
|        
|        
|        
|        
|4.10     |  | Form of Pass Through Trust Agreement, dated as of November 26, 1996,
between AWA and Fleet National Bank, as Trustee Incorporated by
reference to Exhibit 4.1 to AWAs Report on Form 8-K dated November 26,
1996.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        
|        
|        
|        
|4.12     |  | Form of Pass Through Trust Agreement, dated as of June 17, 1997,
between AWA and Fleet National Bank, as Trustee Incorporated by
reference to Exhibit 4.5 to AWAs Registration Statement on Form S-3
(No. 33-327351).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        
|        
|        
|        
|4.13     |  | Forms of Pass Through Trust Agreements, dated as of October 6, 1998,
between AWA and Wilmington Trust Company, as Trustee Incorporated by
reference to Exhibits 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9 to AWAs
Registration Statement on Form S-4 (No. 333-71615).                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        
|        
|        
|        
|4.14     |  | Pass Through Trust Agreements, dated as of September 21, 1999,
between AWA and Wilmington Trust Company, as Trustee, made with respect
to the formation of America West Airlines Pass Through Trusts, Series
1999-1G-S, 1999-1G-O, 1999-1C-S and 1999-1C-O and the issuance of 7.93%
Initial Pass Through Certificates Series 1999-1G-S and 1999-1G-O, and
8.54% Initial Pass Through Certificates, Series 1999-1C-S and 1999-1C-O,
and 7.93% Exchange Pass Through Certificates, Series 1999-1G-S and
1999-1G-O, and 8.54% Exchange Pass Through Certificates, Series
1999-1C-S and 1999-1C-O Incorporated by reference to AWAs Quarterly
Report on Form 10-Q for the period ended September 30, 1999.
|        
|        
|        
|        
|10.1     |  | Alliance Agreements, dated as of August 25, 1994, between AWA and
Continental Airlines, Inc. including the Master Ground Handling
Agreement, the Reciprocal Frequent Flyer Participation Agreement, the
Code Sharing Agreement, the Cargo Special Pro-Rate Agreement, the
Reciprocal Club Usage Agreement and the Memorandum of Understanding
Concerning Technology Transfers-Incorporated by reference to Exhibit
10.12 to AWAs Current Report on Form 8-K dated August 25, 1994.                                                                                                                                                                                                                      
|        
|        
|        
|        
|10.11    |  | Airport Use Agreement, dated as of July 1, 1989, among the City of
Phoenix, The Industrial Development Authority of the City of Phoenix,
Arizona and AWA (Airport Use Agreement) Incorporated by reference to
Exhibit 10-D(9) to AWAs Annual Report on Form 10-K for the year ended
December 31, 1989.                                                                                                                                                                                                                                                                                                                                                                                               
|        
|        
|        
|        
|10.12    |  | First Amendment to Airport Use Agreement, dated as of August 1, 1990
 Incorporated by reference to Exhibit 10-(D)(9) to AWAs Quarterly
Report on Form 10-Q for the period ended September 30, 1990.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        
|        
|        
|        
|10.19    |  | Management Rights Agreement, dated as of August 25, 1994, between
TPG Partners L.P., TPG Genpar, L.P. and AWA Incorporated by reference
to Exhibit 10.47 to AWAs Registration Statement on Form S-1 (No.
33-54243), as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        
|        
|        
|        
|10.20(1) |  | Amended and Restated V2500 Support Contract, dated as of October 7,
1998, between AWA and IAE International Aero Engines AG and Side Letters
Nos. 1 and 2 thereto Incorporated by reference to Exhibit 10.20 to
AWAs Annual Report on Form 10-K for the year ended December 31, 1998.                                                                                                                                                                                                                                                                                                                                                                                                                  

3



---



|         |  |                                                                                                                                                                                                                                                                                                                                        
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|+10.21   |  | Amended and Restated America West 1994 Incentive Equity Plan 
Incorporated by reference to Exhibit 10.21 to AWAs Annual Report on
Form 10-K for the year ended December 31, 1998.                                                                                                                                                    
|        
|        
|        
|        
|+10.23   |  | Employment Agreement, dated as of February 17, 1998, among Holdings,
AWA, The Leisure Company and William A. Franke Incorporated by
reference to Exhibit 10.23 to AWAs Annual Report on Form 10-K for the
year ended December 31, 1998.                                                                                              
|        
|        
|        
|        
|10.25(1) |  | Airbus A320/A319 Purchase Agreement, dated as of September 12, 1997,
between AVSA S.A.R.L and AWA including Letter Agreements Nos. 1-10 -
Incorporated by reference to Exhibit 10.26 to Holdings Quarterly Report
on Form 10-Q for the quarter ended September 30, 1997.                                                              
|        
|        
|        
|        
|10.26    |  | Revolving Credit Agreement, dated as of December 10, 1999, among AWA
and The Industrial Bank of Japan, Limited, Citicorp USA, Inc., Salomon
Smith Barney, Inc. and Bankers Trust Company Incorporated by reference
to Exhibit 10.26 to the Companys Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000.              
|        
|        
|        
|        
|10.28(1) |  | Amendment No. 1, dated as of March 31, 1998, to the Airbus A320/A319
Purchase Agreement, dated as of September 12, 1997, between AVSA
S.A.R.L. and AWA Incorporated by reference to Exhibit 10.28 to
Holdings Quarterly Report on Form 10-Q for the quarter ended June 30,
1998.                                                     
|        
|        
|        
|        
|10.29    |  | Financing Agreement, dated as of April 1, 1998, between the
Industrial Development Authority of the City of Phoenix, Arizona and AWA
- Incorporated by reference to Exhibit 10.29 to Holdings Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998.                                                                      
|        
|        
|        
|        
|10.30    |  | Indenture of Trust, dated as of April 1, 1998, from the Industrial
Development Authority of the City of Phoenix, Arizona to Norwest Bank,
Arizona N.A. Incorporated by reference to Exhibit 10.30 to Holdings
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.                                                     
|        
|        
|        
|        
|10.31    |  | Amendment No. 1 to Code Sharing Agreement, dated as of June 29,
1994, between AWA and Continental Airlines, Inc. Incorporated by
reference to Exhibit 10.31 to AWAs Annual Report on Form 10-K for the
year ended December 31, 1998.                                                                                                 
|        
|        
|        
|        
|10.32(1) |  | Amendment No. 2, dated as of December 9, 1998, to the Airbus
A320/A319 Purchase Agreement, dated as of September 12, 1997, between
AVSA S.A.R.L. and AWA Incorporated by reference to Exhibit 10.32 to
AWAs Annual Report on Form 10-K for the year ended December 31, 1998.                                                         
|        
|        
|        
|        
|+10.33   |  | Amendment to Employment Agreement, dated as of January 15, 1999, among
Holdings, AWA, The Leisure Company and William A. Franke Incorporated
by reference to Exhibit 10.33 to AWAs Annual Report on Form 10-K for
the year ended December 31, 1998.                                                                                  
|        
|        
|        
|        
|10.34    |  | Second Amendment to Airport Use Agreement, dated as of August 25,
1995 Incorporated by reference to Exhibit 10.34 to AWAs Annual Report
on Form 10-K for the year ended December 31, 1998.                                                                                                                                           
|        
|        
|        
|        
|10.35    |  | Indenture of Trust, dated as of June 1, 1999, from The Industrial
Development Authority of the City of Phoenix, Arizona to Bank One
Arizona, N.A. Incorporated by reference to Exhibit 10.35 to AWAs
Quarterly Report on Form 10-Q for the period ended June 30, 1999.                                                               
|        
|        
|        
|        
|10.36(1) |  | Amendment No. 3, dated as of October 14, 1999, to the Airbus
A320/319 Purchase Agreement, dated as of September 12, 1997, between
AVSA, S.A.R.L. and America West and Letter Agreement Nos. 1 8 thereto
- Incorporated by reference to Exhibit 10.36 to the Companys Annual
Report on Form 10-K for the year ended December 31, 1999.
|        
|        
|        
|        
|+10.37   |  | Second Amendment to Employment Agreement, dated as of January 1, 2000,
by and among Holdings, AWA, TLC and William A. Franke Incorporated by
reference to Exhibit 10.37 to the Companys Quarterly Report on Form
10-Q for the quarter ended March 31, 2000.                                                                          
|        
|        
|        
|        
|10.38(1) |  | Amendment No. 4, dated as of July 1, 2000, to the Airbus A320/319
Purchase Agreement, dated as of September 12, 1997, between AVSA
S.A.R.L. and AWA Incorporated by reference to Exhibit 10.38 to the
Companys Quarterly Report on Form 10-Q for the quarter ended September
30, 2000.                                               
|        
|        
|        
|        
|10.39(1) |  | Amendment No. 5, dated as of October 12, 2000, to the Airbus
A320/319 Purchase Agreement, dated as of September 12, 1997, between
AVSA S.A.R.L. and AWA Incorporated by reference to Exhibit 10.39 to
the Companys Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000.                                           

4



---



|        |  |                                                                                                                                                                                                                                                                                   
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**10.40 |  | Purchase Agreement, dated as of December 27, 2000, between Holdings,
AWA and Continental Airlines, Inc., including Letter Agreement.                                                                                                                                              
|       
|       
|       
|       
|10.41   |  | Priority Distribution Agreement, dated as of August 25, 1994,
between TPG Partners, L.P., TPG Parallel I, L.P. and Air Partners II,
L.P., and Continental Airlines, Inc. Incorporated by reference to
Exhibit 3 to Schedule 13D filed by TPG Partners, L.P. on September 6,
1994.
|       
|       
|       
|       
|**10.42 |  | Amendment No. 2 to Code Sharing Agreement, dated as of June 29, 1994,
between AWA and Continental Airlines, Inc.                                                                                                                                                                  
|       
|       
|       
|       
|**10.43 |  | Amendment No. 3 to Code Sharing Agreement, dated as of June 29, 1994,
between AWA and Continental Airlines, Inc.                                                                                                                                                                  
|       
|       
|       
|       
|*16.1   |  | Letter from KPMG LLP regarding change in certifying accountants.                                                                                                                                                                                                                  
|       
|       
|       
|       
|**21.1  |  | Subsidiaries of Holdings.                                                                                                                                                                                                                                                         
|       
|       
|       
|       
|**23.1  |  | Consent of KPMG LLP.                                                                                                                                                                                                                                                              
|       
|       
|       
|       
|**24.1  |  | Power of Attorney, pursuant to which amendments to this Annual
Report on Form 10-K may be filed, is included on the signature
pages of this Annual Report on Form 10-K.                                                                                                           



---

|*   |  | Filed herewith.                                                                      
|--- |  | -------------------------------------------------------------------------------------
|   
|   
|   
|   
|**  |  | Previously filed.                                                                    
|   
|   
|   
|   
|+   |  | Represents a management contract or compensatory plan or arrangement.                
|   
|   
|   
|   
|(1) |  | The Company has sought confidential treatment for portions of the referenced exhibit.

(d) Financial Statement Schedules

America West Holdings Corporation



| |                                                                
| | ---------------------------------------------------------------
| | Independent
Auditors Report on Schedule and Consent 
page 78.
|
| | Schedule II: Valuation and Qualifying Accounts page
79.       

America West Airlines, Inc.



| |                                                         
| | --------------------------------------------------------
| | Independent Auditors Report on Schedule page 80.      
|
| | Schedule II: Valuation and Qualifying Accounts page 81.

All other information and schedules have been omitted as not applicable or
because the required information is included in the financial statements or
notes thereto.

5



---



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, America West Holdings Corporation has duly
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

|                    |  |                                                                          
|------------------- |  | -------------------------------------------------------------------------
|                    |  | AMERICA WEST HOLDINGS CORPORATION                                        
|                   
|Date: April 6, 2001 |  | By: /s/ Stephen L. Johnson
   Stephen L. Johnson
   Senior Vice President

|                             |  |                                                                                
|---------------------------- |  | -------------------------------------------------------------------------------
|SIGNATURE                    |  | TITLE                                                                          
|                            
|*                            |  | Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
|                            
|                            
|                            
|                            
|William A. Franke           
|                            
|                            
|                            
|                            
|*                            |  | President, Chief Operating Officer and Director                                
|                            
|                            
|                            
|                            
|W. Douglas Parker           
|                            
|                            
|                            
|                            
|*                            |  | Senior Vice President (Principal Financial Officer)                            
|                            
|                            
|                            
|                            
|Thomas K. MacGillivray      
|                            
|                            
|                            
|                            
|*                            |  | Director                                                                       
|                            
|                            
|                            
|                            
|John L. Goolsby             
|                            
|                            
|                            
|                            
|*                            |  | Director                                                                       
|                            
|                            
|                            
|                            
|Walter T. Klenz             
|                            
|                            
|                            
|                            
|*                            |  | Director                                                                       
|                            
|                            
|                            
|                            
|Marie L. Knowles            
|                            
|                            
|                            
|                            
|*                            |  | Director                                                                       
|                            
|                            
|                            
|                            
|Richard C. Kraemer          
|                            
|                            
|                            
|                            
|*                            |  | Director                                                                       
|                            
|                            
|                            
|                            
|Robert J. Miller            
|                            
|                            
|                            
|                            
|*                            |  | Director                                                                       
|                            
|                            
|                            
|                            
|Denise M. OLeary           
|                            
|                            
|                            
|                            
|*                            |  | Director                                                                       
|                            
|                            
|                            
|                            
|Richard P. Schifter         
|                            
|                            
|                            
|                            
|*                            |  | Director                                                                       
|                            
|                            
|                            
|                            
|Jeffrey A. Shaw             
|                            
|                            
|                            
|                            
|*                            |  | Director                                                                       
|                            
|                            
|                            
|                            
|John F. Tierney             
|                            
|                            
|                            
|                            
|*                            |  | Director                                                                       
|                            
|                            
|                            
|                            
|J. Steven Whisler           
|                            
|                            
|                            
|                            
|*By:  /s/ Stephen L. Johnson |  |                                                                                
|                            
|                            
|                            
|                            
|Attorney-in-Fact            

6



---



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, America West Holdings Corporation has duly
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

|                    |  |                                                                                                           
|------------------- |  | ----------------------------------------------------------------------------------------------------------
|                    |  | AMERICA WEST AIRLINES, INC.                                                                               
|                   
|Date: April 6, 2001 |  | By: /s/ Stephen L. Johnson
   Stephen L. Johnson
   Senior Vice President and Chief Administrative Officer

|                             |  |                                                                                
|---------------------------- |  | -------------------------------------------------------------------------------
|SIGNATURE                    |  | TITLE                                                                          
|                            
|*                            |  | Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
|                            
|                            
|                            
|                            
|William A. Franke           
|                            
|                            
|                            
|                            
|*                            |  | President, Chief Operating Officer and Director                                
|                            
|                            
|                            
|                            
|W. Douglas Parker           
|                            
|                            
|                            
|                            
|*                            |  | Senior Vice President (Principal Financial Officer)                            
|                            
|                            
|                            
|                            
|Thomas K. MacGillivray      
|                            
|                            
|                            
|                            
|*                            |  | Vice President and Controller (Principal Accounting Officer)                   
|                            
|                            
|                            
|                            
|Michael R. Carreon          
|                            
|                            
|                            
|                            
|*                            |  | Director                                                                       
|                            
|                            
|                            
|                            
|John L. Goolsby             
|                            
|                            
|                            
|                            
|*                            |  | Director                                                                       
|                            
|                            
|                            
|                            
|Walter T. Klenz             
|                            
|                            
|                            
|                            
|*                            |  | Director                                                                       
|                            
|                            
|                            
|                            
|Marie L. Knowles            
|                            
|                            
|                            
|                            
|*                            |  | Director                                                                       
|                            
|                            
|                            
|                            
|Richard C. Kraemer          
|                            
|                            
|                            
|                            
|*                            |  | Director                                                                       
|                            
|                            
|                            
|                            
|Robert J. Miller            
|                            
|                            
|                            
|                            
|*                            |  | Director                                                                       
|                            
|                            
|                            
|                            
|Denise M. OLeary           
|                            
|                            
|                            
|                            
|*                            |  | Director                                                                       
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|Richard P. Schifter         
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|*                            |  | Director                                                                       
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|                            
|                            
|Jeffrey A. Shaw             
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|*                            |  | Director                                                                       
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|John F. Tierney             
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|*                            |  | Director                                                                       
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|J. Steven Whisler           
|*By:  /s/ Stephen L. Johnson |  |                                                                                
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|Attorney-in-Fact            

7



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INDEX TO EXHIBITS

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
|Number  |  | Title                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       
|2.2     |  | Agreement and Plan of Merger, dated as of December 19, 1996, by and
among America West Holdings Corporation (Holdings), America West
Airlines, Inc. (AWA) and AWA Merger, Inc., with an effective date and
time as of midnight on December 31, 1996  Incorporated by reference to
Exhibit 2.1 to Holdings Registration Statement on Form 8-B dated
January 13, 1997.                                                                                                                                                                                                                                                                                                                                
|       
|       
|       
|       
|3.1     |  | Restated Certificate of Incorporation of AWA (included in Exhibit 2.2 above).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       
|       
|       
|       
|**3.2   |  | Restated Bylaws of AWA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.3     |  | Certificate of Incorporation of Holdings (filed with the Secretary of
State of the State of Delaware on December 13, 1996)  Incorporated by
reference to Exhibit 3.1 of Holdings Registration Statement on Form 8-B
dated January 13, 1997.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       
|       
|       
|       
|**3.4   |  | Restated Bylaws of Holdings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       
|       
|       
|       
|4.1     |  | Indenture for 10 3/4% Senior Unsecured Notes due 2005  Incorporated
by reference to Exhibit 4.1 to AWAs Form S-4 (No. 33-61099).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       
|       
|       
|       
|4.2     |  | Form of Senior Note (included as Exhibit A to Exhibit 4.1 above).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       
|       
|       
|       
|4.7     |  | Stock Option Agreement, dated effective as of December 31, 1996,
between Holdings and AWA  Incorporated by reference to Exhibit 4.5 to
Holdings Registration Statement on Form 8-B dated January 13, 1997.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       
|       
|       
|       
|4.8     |  | Registration Rights Agreement, dated as of August 25, 1994, among
AWA, AmWest Partners, L.P. and other holders  Incorporated by reference
to Exhibit 4.6 to the AWAs Current Report on Form 8-K dated August 25,
1994.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       
|       
|       
|       
|4.9     |  | Assumption of Certain Obligations Under Registration Rights Agreement
executed by Holdings for the benefit of TPG Partners, L.P., TPG Parallel
1, L.P., Air Partners II, L.P., Continental Airlines, Inc., Mesa
Airlines, Inc., Lehman Brothers, Inc., Belmont Capital Partners II, L.P.
and Belmont Fund, L.P.  Incorporated by reference to Exhibit 4.7 to
Holdings Registration Statement on Form 8-B dated January 13, 1997.                                                                                                                                                                                                                                                                        
|       
|       
|       
|       
|4.10    |  | Form of Pass Through Trust Agreement, dated as of November 26, 1996,
between AWA and Fleet National Bank, as Trustee  Incorporated by
reference to Exhibit 4.1 to AWAs Report on Form 8-K dated November 26,
1996.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       
|       
|       
|       
|4.12    |  | Form of Pass Through Trust Agreement, dated as of June 17, 1997,
between AWA and Fleet National Bank, as Trustee  Incorporated by
reference to Exhibit 4.5 to AWAs Registration Statement on Form S-3
(No. 33-327351).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       
|       
|       
|       
|4.13    |  | Forms of Pass Through Trust Agreements, dated as of October 6, 1998,
between AWA and Wilmington Trust Company, as Trustee  Incorporated by
reference to Exhibits 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9 to AWAs
Registration Statement on Form S-4 (No. 333-71615).                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       
|       
|       
|       
|4.14    |  | Pass Through Trust Agreements, dated as of September 21, 1999,
between AWA and Wilmington Trust Company, as Trustee, made with respect
to the formation of America West Airlines Pass Through Trusts, Series
1999-1G-S, 1999-1G-O, 1999-1C-S and 1999-1C-O and the issuance of 7.93%
Initial Pass Through Certificates Series 1999-1G-S and 1999-1G-O, and
8.54% Initial Pass Through Certificates, Series 1999-1C-S and 1999-1C-O,
and 7.93% Exchange Pass Through Certificates, Series 1999-1G-S and
1999-1G-O, and 8.54% Exchange Pass Through Certificates, Series
1999-1C-S and 1999-1C-O  Incorporated by reference to AWAs Quarterly
Report on Form 10-Q for the period ended September 30, 1999.
|       
|       
|       
|       
|10.1    |  | Alliance Agreements, dated as of August 25, 1994, between AWA and
Continental Airlines, Inc. including the Master Ground Handling
Agreement, the Reciprocal Frequent Flyer Participation Agreement, the
Code Sharing Agreement, the Cargo Special Pro-Rate Agreement, the
Reciprocal Club Usage Agreement and the Memorandum of Understanding
Concerning Technology Transfers  Incorporated by reference to Exhibit
10.12 to AWAs Current Report on Form 8-K dated August 25, 1994.                                                                                                                                                                                                                     
|       
|       
|       
|       
|10.11   |  | Airport Use Agreement, dated as of July 1, 1989, among the City of
Phoenix, The Industrial Development                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

7



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|         |  |                                                                                                                                                                                                                                                                                                                                         
|-------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |  | Authority of the City of Phoenix,
Arizona and AWA (Airport Use Agreement)  Incorporated by reference to
Exhibit 10-D(9) to AWAs Annual Report on Form 10-K for the year ended
December 31, 1989.                                                                                                                                    
|        
|        
|        
|        
|10.12    |  | First Amendment to Airport Use Agreement, dated as of August 1, 1990
 Incorporated by reference to Exhibit 10-(D)(9) to AWAs Quarterly
Report on Form 10-Q for the period ended September 30, 1990.                                                                                                                                   
|        
|        
|        
|        
|10.19    |  | Management Rights Agreement, dated as of August 25, 1994, between
TPG Partners L.P., TPG Genpar, L.P. and AWA  Incorporated by reference
to Exhibit 10.47 to AWAs Registration Statement on Form S-1 (No.
33-54243), as amended.                                                                                                      
|        
|        
|        
|        
|10.20(1) |  | Amended and Restated V2500 Support Contract, dated as of October 7,
1998, between AWA and IAE International Aero Engines AG and Side Letters
Nos. 1 and 2 thereto  Incorporated by reference to Exhibit 10.20 to
AWAs Annual Report on Form 10-K for the year ended December 31, 1998.                                                
|+10.21   |  | Amended and Restated America West 1994 Incentive Equity Plan  Incorporated by reference to Exhibit 10.21 to AWAs Annual Report on
Form 10-K for the year ended December 31, 1998.                                                                                                                                                     
|        
|        
|        
|        
|+10.23   |  | Employment Agreement, dated as of February 17, 1998, among Holdings,
AWA, The Leisure Company and William A. Franke  Incorporated by
reference to Exhibit 10.23 to AWAs Annual Report on Form 10-K for the
year ended December 31, 1998.                                                                                              
|        
|        
|        
|        
|10.25(1) |  | Airbus A320/A319 Purchase Agreement, dated as of September 12, 1997,
between AVSA S.A.R.L and AWA including Letter Agreements Nos. 1-10  Incorporated by reference to Exhibit 10.26 to Holdings Quarterly Report
on Form 10-Q for the quarter ended September 30, 1997.                                                               
|        
|        
|        
|        
|10.26    |  | Revolving Credit Agreement, dated as of December 10, 1999, among AWA
and The Industrial Bank of Japan, Limited, Citicorp USA, Inc., Salomon
Smith Barney, Inc. and Bankers Trust Company  Incorporated by reference
to Exhibit 10.26 to the Companys Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000.              
|        
|        
|        
|        
|10.28(1) |  | Amendment No. 1, dated as of March 31, 1998, to the Airbus A320/A319
Purchase Agreement, dated as of September 12, 1997, between AVSA
S.A.R.L. and AWA  Incorporated by reference to Exhibit 10.28 to
Holdings Quarterly Report on Form 10-Q for the quarter ended June 30,
1998.                                                     
|        
|        
|        
|        
|10.29    |  | Financing Agreement, dated as of April 1, 1998, between the
Industrial Development Authority of the City of Phoenix, Arizona and AWA
 Incorporated by reference to Exhibit 10.29 to Holdings Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998.                                                                       
|        
|        
|        
|        
|10.30    |  | Indenture of Trust, dated as of April 1, 1998, from the Industrial
Development Authority of the City of Phoenix, Arizona to Norwest Bank,
Arizona N.A.  Incorporated by reference to Exhibit 10.30 to Holdings
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.                                                     
|        
|        
|        
|        
|10.31    |  | Amendment No. 1 to Code Sharing Agreement, dated as of June 29,
1994, between AWA and Continental Airlines, Inc.  Incorporated by
reference to Exhibit 10.31 to AWAs Annual Report on Form 10-K for the
year ended December 31, 1998.                                                                                                 
|        
|        
|        
|        
|10.32(1) |  | Amendment No. 2, dated as of December 9, 1998, to the Airbus
A320/A319 Purchase Agreement, dated as of September 12, 1997, between
AVSA S.A.R.L. and AWA  Incorporated by reference to Exhibit 10.32 to
AWAs Annual Report on Form 10-K for the year ended December 31, 1998.                                                         
|        
|        
|        
|        
|+10.33   |  | Amendment to Employment Agreement, dated as of January 15, 1999, among
Holdings, AWA, The Leisure Company and William A. Franke  Incorporated
by reference to Exhibit 10.33 to AWAs Annual Report on Form 10-K for
the year ended December 31, 1998.                                                                                  
|        
|        
|        
|        
|10.34    |  | Second Amendment to Airport Use Agreement, dated as of August 25,
1995  Incorporated by reference to Exhibit 10.34 to AWAs Annual Report
on Form 10-K for the year ended December 31, 1998.                                                                                                                                           
|        
|        
|        
|        
|10.35    |  | Indenture of Trust, dated as of June 1, 1999, from The Industrial
Development Authority of the City of Phoenix, Arizona to Bank One
Arizona, N.A.  Incorporated by reference to Exhibit 10.35 to AWAs
Quarterly Report on Form 10-Q for the period ended June 30, 1999.                                                               
|        
|        
|        
|        
|10.36(1) |  | Amendment No. 3, dated as of October 14, 1999, to the Airbus
A320/319 Purchase Agreement, dated as of September 12, 1997, between
AVSA, S.A.R.L. and America West and Letter Agreement Nos. 1  8 thereto  Incorporated by reference to Exhibit 10.36 to the Companys Annual
Report on Form 10-K for the year ended December 31, 1999.

8



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|         |  |                                                                                                                                                                                                                                                                                              
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|+10.37   |  | Second Amendment to Employment Agreement, dated as of January 1, 2000,
by and among Holdings, AWA, TLC and William A. Franke  Incorporated by
reference to Exhibit 10.37 to the Companys Quarterly Report on Form
10-Q for the quarter ended March 31, 2000.                               
|        
|        
|        
|        
|10.38(1) |  | Amendment No. 4, dated as of July 1, 2000, to the Airbus A320/319
Purchase Agreement, dated as of September 12, 1997, between AVSA
S.A.R.L. and AWA  Incorporated by reference to Exhibit 10.38 to the
Companys Quarterly Report on Form 10-Q for the quarter ended September
30, 2000.    
|        
|        
|        
|        
|10.39(1) |  | Amendment No. 5, dated as of October 12, 2000, to the Airbus
A320/319 Purchase Agreement, dated as of September 12, 1997, between
AVSA S.A.R.L. and AWA  Incorporated by reference to Exhibit 10.39 to
the Companys Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000.
|**10.40  |  | Purchase Agreement, dated as of December 27, 2000, between Holdings,
AWA and Continental Airlines, Inc., including Letter Agreement.                                                                                                                                                         
|        
|        
|        
|        
|10.41    |  | Priority Distribution Agreement, dated as of August 25, 1994,
between TPG Partners, L.P., TPG Parallel I, L.P. and Air Partners II,
L.P., and Continental Airlines, Inc.  Incorporated by reference to
Exhibit 3 to Schedule 13D filed by TPG Partners, L.P. on September 6,
1994.          
|        
|        
|        
|        
|**10.42  |  | Amendment No. 2 to Code Sharing Agreement, dated as of June 29, 1994,
between AWA and Continental Airlines, Inc.                                                                                                                                                                             
|        
|        
|        
|        
|**10.43  |  | Amendment No. 3 to Code Sharing Agreement, dated as of June 29, 1994,
between AWA and Continental Airlines, Inc.                                                                                                                                                                             
|        
|        
|        
|        
|*16.1    |  | Letter from KPMG LLP regarding change in certifying accountants.                                                                                                                                                                                                                             
|        
|        
|        
|        
|**21.1   |  | Subsidiaries of Holdings.                                                                                                                                                                                                                                                                    
|        
|        
|        
|        
|**23.1   |  | Consent of KPMG LLP.                                                                                                                                                                                                                                                                         
|        
|        
|        
|        
|**24.1   |  | Power of Attorney, pursuant to which amendments to this Annual
Report on Form 10-K may be filed, is included on the signature
pages of this Annual Report on Form 10-K.                                                                                                                      

---

|*   |  | Filed herewith.                                                                      
|--- |  | -------------------------------------------------------------------------------------
|   
|   
|   
|   
|**  |  | Previously filed.                                                                    
|   
|   
|   
|   
|+   |  | Represents a management contract or compensatory plan or arrangement.                
|   
|   
|   
|   
|(1) |  | The Company has sought confidential treatment for portions of the referenced exhibit.

9