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                                                                   Exhibit 10.33


                        AMENDMENT TO EMPLOYMENT AGREEMENT


     This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is entered into
effective as of January 15, 1999 by and among AMERICA WEST HOLDINGS CORPORATION,
a Delaware corporation ("Holdings"), AMERICA WEST AIRLINES, INC., a Delaware
corporation and a wholly-owned subsidiary of Holdings ("AWA"), THE LEISURE
COMPANY, a Delaware corporation and a wholly-owned subsidiary of Holdings
("Leisure", and, together with AWA and Holdings, "Employers" and individually,
an "Employer"), and WILLIAM A. FRANKE ("Franke").

                                    RECITALS

     A. The Employers and Franke have executed that certain Employment Agreement
dated as of February 17, 1998 (the "Original Agreement").

     B. In consideration of the premises, and other good and valuable
consideration, the receipt of which is hereby acknowledged by the parties, the
Employers and Franke desire to amend the Original Agreement as specified herein.

     AGREEMENT

     The Employers and Franke, intending to be legally bound, agree as follows:

1.   AMENDMENT.

     (a) AMENDMENT OF SECTION 1.1. Section 1.1 of the Original Agreement is
hereby amended to add a new paragraph (vi) and to modify paragraphs (iv) and (v)
of the definition of "Change in Control" as follows:

          "(iv) an Employer's stockholders shall approve a merger or
     consolidation involving the Employer other than (A) a merger or
     consolidation in which the voting securities of the Employer outstanding
     immediately prior thereto will become (by operation of law), or are to be
     converted into, voting securities of the surviving corporation or its
     parent corporation immediately after such merger or consolidation that are
     owned by the same person or entity or persons or entities as immediately
     prior thereto and possess at least 75% of the Voting Power held by the
     voting securities of the surviving corporation or its parent corporation,
     or (B) a merger or consolidation effected to implement a recapitalization
     of the Employer (or similar transaction) in which no person (excluding the
     Employers) acquires more than 25% of the Voting Power; or

          (v) Holdings' stockholders shall approve a merger, consolidation,
     reorganization, disposition of assets, liquidation or other transaction (or
     series of related transactions) in which neither Holdings nor AWA will
     survive as a publicly-owned corporation whose common stock is registered
     under the Exchange Act; or


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          (vi) Holdings or AWA shall sell or otherwise dispose of, or shall
     enter into a transaction or series of related transactions providing for
     the sale or other disposition of, or the stockholders of Holdings or AWA
     shall approve a transaction or series of related transactions providing for
     the sale or other disposition of, all or substantially all of the stock or
     assets of AWA."

     (b) AMENDMENT OF SECTION 1.1. Section 1.1 of the Original Agreement is
hereby amended such that paragraphs 6 and 7 of the definition of "Good Reason"
are amended to read in their entirety as follows and paragraph 8 of such
definition is deleted:

          "(6) the failure of an Employer to obtain any assumption agreement
     required by Section 9.5(a); or

          (7) the failure of Franke to be elected or appointed, or to be
     re-elected or re-appointed, as a director of an Employer as contemplated by
     Section 2.2(g)."

     (c) AMENDMENT OF SECTION 3.3(c). Section 3.3(c) of the Original Agreement
is hereby amended to read in its entirety as follows:

          "(c) Upon the occurrence of a Change in Control, or in the event
     Franke's employment is terminated by Franke pursuant to Section 4.1 for
     Good Reason or by Holdings pursuant to Section 4.2 for a reason other than
     Misconduct or Disability, the 1998 Stock Option shall become automatically
     vested in full and may be exercised at any time thereafter; provided,
     however, in no event shall the 1998 Stock Option be exercisable after
     February 17, 2008."

     (d) AMENDMENT OF SECTION 3.4. Section 3.4 of the Original Agreement is
hereby amended to read in its entirety as follows:

          "Effective as of January 15, 1999, Franke has been granted an option
     to purchase 150,000 Shares for $17.125 per Share pursuant to the Incentive
     Plan (the "1999 Stock Option"). The following provisions of this Section
     3.4 constitute the agreement required with respect to the 1999 Stock Option
     under Paragraph 4(i) of the Incentive Plan:

          (a) The 1999 Stock Option shall be exercisable as to one-third of the
     Shares covered thereby immediately on the date of grant, as to an
     additional one-third of the Shares covered thereby on December 31, 1999 and
     as to the remaining one-third of the Shares covered thereby on December 31,
     2000, so that the 1999 Stock Option will be exercisable in full on December
     31, 2000.

          (b) Upon the exercise of the 1999 Stock Option, the Person exercising
     the 1999 Stock Option shall pay to Holdings an amount equal to the exercise
     price, such amount to be paid (i) in cash, (ii) by delivering to Holdings
     issued and outstanding Shares which have an aggregate Market Value per
     Share at the date of exercise equal to the exercise price, (iii) by
     directing Holdings to sell a sufficient number of Shares to be acquired on
     exercise of the 1999 Stock Option through a broker approved by Holdings, in
     which event the proceeds of such sale 


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     shall be applied by Holdings to the payment of the exercise price and any
     applicable withholding taxes, with any surplus then remaining to be paid to
     the Person exercising the 1998 Stock Option or its designee or (iv) by any
     combination of the foregoing.

          (c) Upon the occurrence of a Change in Control, or in the event
     Franke's employment is terminated by Franke pursuant to Section 4.1 for
     Good Reason or by Holdings pursuant to Section 4.2 for a reason other than
     Misconduct or Disability, the 1999 Stock Option shall become automatically
     vested in full and may be exercised at any time thereafter; provided,
     however, in no event shall the 1999 Stock Option be exercisable after
     January 15, 2009.

          (d) In the event Franke's employment is terminated by Franke pursuant
     to Section 4.1 other than for Good Reason or on account of Disability or by
     Holdings pursuant to Section 4.2 for Misconduct, the 1999 Stock Option, to
     the extent then vested, may be exercised at any time within six months
     following the Termination Date, but not thereafter. To the extent the 1999
     Stock Option is not vested on such Termination Date, the portion thereof
     that is not vested on such Termination Date shall automatically lapse and
     be canceled unexercised as of such Termination Date.

          (e) The 1999 Stock Option shall become automatically vested in full on
     the date of Franke's death and may be exercised at any time within the
     one-year period beginning on the date of Franke's death, but not
     thereafter.

          (f) In the event Franke's employment is terminated by reason of
     Disability, the 1999 Stock Option shall become automatically vested in full
     on the date of such Disability and may be exercised at any time within the
     36-month period beginning on the date of such Disability, but not
     thereafter.

          (g) Except as otherwise provided herein, the 1999 Stock Option may be
     exercised in whole or in part or in two or more successive parts.

          (h) The 1999 Stock Option shall not be transferable by Franke except
     for transfers permitted by the Incentive Plan and except for transfers by
     will or by laws of descent and distribution. During the lifetime of Franke,
     the 1999 Stock Option may not be exercised by anyone other than Franke or
     the Person to whom the 1999 Stock Option has been transferred in accordance
     with the Incentive Plan.

          (i) The 1999 Stock Option may be exercised from time to time by a
     notice in writing which identifies the 1999 Stock Option and specifies the
     number of Shares in respect of which it is being exercised. Such notice
     shall be delivered to the Secretary of Holdings or addressed to the
     Secretary of Holdings at its principal corporate offices. The date of
     exercise of the 1999 Stock Option shall be the date the exercise notice is
     hand delivered or mailed to the Secretary of Holdings, whichever is
     applicable. An election to exercise the 1999 Stock Option shall be
     irrevocable.


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          (j) The 1999 Stock Option is not intended to qualify as an incentive
     stock option under Section 422 of the Code.

          (k) The provisions of this Section 3.4 shall survive the termination
     of Franke's employment hereunder."

     (e) AMENDMENT OF SECTION 4.4(a). Section 4.4(a) of the Original Agreement
is hereby amended to read in its entirety as follows:

          "(a) Severance Payment. Employers shall promptly pay to Franke a
     severance payment (the "Severance Payment"), in cash or other immediately
     available funds, in the amount of either (i) $1.5 million, if such
     termination occurs prior to or more than two years after the effective date
     of a Change in Control, or (ii) the greater of either (x) $1.5 million or
     (y) 200% of the sum of Franke's Base Salary as in effect on the date of
     termination plus a 50% target bonus, if such termination occurs within the
     two year period beginning on the effective date of a Change in Control;
     provided, however, that if any payments, distributions, accelerations of
     vesting or other benefits by or from the Employers to or for the benefit of
     Franke (whether actually or deemed paid or payable, distributed or
     distributable or received or receivable pursuant to the terms of this
     Agreement or otherwise, but determined without regard to any additional
     payment required under this Section 4.4(a) (collectively with the Severance
     Payment, the "Section 4999 Payment")) would be subject to the excise tax
     imposed by Section 4999 of the Code, or any interest or penalties are
     incurred by Franke with respect to such excise tax (such excise tax,
     together with any such interest and penalties, are hereinafter collectively
     referred to as the "Excise Tax"), then Franke shall be entitled to receive
     from the Employers an additional payment (a "Gross-Up Payment") in an
     amount such that after payment by Franke of all taxes (including, without
     limitation, any income and employment taxes and any interest and penalties
     imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up
     Payment, Franke retains an amount of the Gross-Up Payment equal to the
     Excise Tax imposed upon the Section 4999 Payment. All calculations required
     by this Section 4.4(a) shall be performed by the independent auditors
     retained by Holdings most recently prior to the Change in Control (the
     "Auditors"), based on information supplied by the Employers and Franke. All
     fees and expenses of the Auditors shall be paid by the Employers. In the
     event Franke shall become entitled to receive a Severance Payment pursuant
     to this paragraph (a) under circumstances which also entitle him to receive
     another severance payment under any severance policy or plan of an
     Employer, then the other severance payment due to Franke pursuant to such
     policy or plan shall be automatically reduced by the amount of the
     Severance Payment (but shall not be reduced by the amount of any Gross-Up
     Payment)."

     (f) AMENDMENT OF SECTION 5.2(a). The proviso at the end of Section 5.2(a)
of the Original Agreement is hereby amended to read in its entirety as follows:


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     "provided, however, that this Section 5.2 shall not apply and shall have no
     further force or effect if either (i) at any time Franke's employment is
     terminated by Franke for Good Reason or by Holdings for any reason other
     than Misconduct, or (ii) within two years following a Change in Control
     Franke's employment is terminated by either Franke or Holdings for any
     reason or for no reason."

2.   MISCELLANEOUS PROVISIONS.

     (a) ORIGINAL AGREEMENT. The Original Agreement, as amended by this
Amendment, shall continue in full force and effect after the date hereof.

     (b) WHOLE AGREEMENT. No agreements, representations or understandings
(whether oral or written and whether express or implied) which are not expressly
set forth in the Original Agreement, as amended by this Amendment, have been
made or entered into by either party with respect to the subject matter of this
Amendment.

     IN WITNESS WHEREOF, each of the parties has executed this Amendment, in the
case of the Employers by their duly authorized officers, effective as of the day
and year first above written.

                                  AMERICA WEST HOLDINGS CORPORATION



                                  By:___________________________________________
                                     Chairman of Compensation/Human
                                     Resources Committee

                                  AMERICA WEST AIRLINES, INC.



                                  By:___________________________________________

                                  THE LEISURE COMPANY



                                  By:___________________________________________



                                  ______________________________________________
                                  WILLIAM A. FRANKE


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