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                                                              Exhibit 10.28

     *** Text Omitted and Filed Separately Confidential Treatment Requested
         Under 17 C.F.R. Sections 200.80(b)(4), 200.83 and 240.24 b-2.


                                AMENDMENT NO. 1

                       TO THE A319/A320 PURCHASE AGREEMENT
                         dated as of September 12, 1997

                                     between

                                 AVSA, S.A.R.L.

                                       and

                           AMERICA WEST AIRLINES, INC.


This Amendment No. 1 (hereinafter referred to as the "Amendment") is entered
into as of March 31, 1998, by and between AVSA, S.A.R.L., a societe a
responsabilite limitee organized and existing under the laws of the Republic of
France, having its registered office located at 2, Rond Point Maurice Bellonte,
31700 Blagnac, France (hereinafter referred to as the "Seller"), and AMERICA
WEST AIRLINES, INC., a corporation organized and existing under the laws of the
State of Delaware, United States of America, having its principal corporate
offices located at Phoenix Sky Harbor International Airport, 4000 East Sky
Harbor Boulevard, Phoenix, Arizona 85034, U.S.A.
(hereinafter referred to as the "Buyer").

WITNESSETH:

WHEREAS, the Buyer and the Seller have entered into an A319/A320 Purchase
Agreement, dated as of September 12, 1997 (which agreement, as previously
amended by and supplemented with all Exhibits, Appendices, Letter Agreements and
amendments attached thereto is hereinafter called the "Agreement"), which
Agreement relates to the sale by the Seller and the purchase by the Buyer of
certain firmly ordered Airbus Industrie A319-100 and A320-200 model aircraft
(the "Aircraft").

WHEREAS, the Buyer and the Seller agree to further describe in this Amendment
certain flexibility rights to be provided by the Seller to the Buyer with
respect to A320 Aircraft.

WHEREAS, capitalized terms used herein and not otherwise defined in this
Amendment will have the meaning assigned to them in the Agreement. The terms
"herein," "hereof," and "hereunder" and words of similar import refer to this
Amendment.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
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1.       SCOPE OF THE AMENDMENT

         The Buyer has indicated to the Seller that the Buyer has entered into
         ten (10) year operating leases with an operating lessor ("SALE") for
         five (5) new production A320 aircraft (MSN 762, 770, 803, 856 and 866),
         such lease or leases to begin at a date prior to delivery of the first
         A319 Aircraft by the Seller to the Buyer (each such A320 aircraft a
         "New Leased A320 Aircraft") under the Agreement. In consideration
         thereof and under terms and conditions defined in this Amendment, the
         Seller hereby agrees to grant to the Buyer the right to cancel one (1)
         A320 Aircraft from its firm order under the Agreement for each New
         Leased A320 Aircraft leased by and delivered to the Buyer by SALE prior
         to delivery of the first A319 Aircraft (such flexibility right is
         referred to as the "A320 Aircraft Cancellation Right").

2.       A320 AIRCRAFT CANCELLATION RIGHT

2.1      The A320 Aircraft Cancellation Right shall be limited to five (5) A320
         Aircraft. The Buyer hereby irrevocably exercises upon the date hereof
         the five A320 Cancellation Rights against each of A320 Aircraft
         [...***...] (for delivery pursuant to Clause 9 of the Agreement
         respectively in [...***...] these Aircraft are referred to herein as
         the "Exchanged Aircraft"). The Buyer hereby irrevocably waives and
         releases to the Seller and the Manufacturer its rights to the Exchanged
         Aircraft and neither the Seller nor the Buyer shall have any further
         obligation or right to the other with respect to the Exchanged
         Aircraft. The Buyer grants the Seller and the Manufacturer the
         unlimited right to remarket these delivery positions upon the date
         hereof.

2.2      Except as otherwise agreed, the specification of the New Leased A320
         Aircraft will be the specification defined by SALE and the Manufacturer
         in the SALE purchase agreement, and the Seller or the Manufacturer
         shall not incur any extra cost or liability in order to bring the
         specification of the New Leased A320 Aircraft to the level of the
         Specification or to another specification desired by the Buyer.

2.3      The parties hereby agree that the terms and conditions applicable to
         the sale by the Seller or the Manufacturer and the purchase by SALE of
         the New Leased A320 Aircraft shall be solely negotiated between the
         Seller or the Manufacturer and SALE and that the terms of the Agreement
         shall not in any manner apply to the New Leased A320 Aircraft, except





                       * Confidential Treatment Requested
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         that (i) all of the warranties and guarantees set forth in Clauses 12,
         13, and 17 of the Agreement and in Letter Agreement N. 6 (limited,
         however, to the provisions contained in Paragraphs 1, 2 and 3 only),
         Letter Agreement N. 7, Letter Agreement N. 8, Letter Agreement N. 9 and
         Letter Agreement N. 10 of the Agreement (the "Exchange Provisions")
         shall apply to the New Leased A320 Aircraft as if they were A320
         Aircraft and shall be in lieu of the warranties and guarantees set out
         in the New Leased A320 Aircraft purchase agreement, such Exchange
         Provisions to apply during the operation by the Buyer of these New
         Leased A320 Aircraft on the same terms as if the New Leased A320
         Aircraft were A320 Aircraft and (ii) all of the provisions relating to
         assignment included in the Agreement shall apply to the Exchange
         Provisions.

         The Buyer shall be responsible for negotiating any lease terms and
         conditions applicable to the New Leased A320 Aircraft directly with
         SALE and the Seller or the Manufacturer shall have no obligation or
         liability relating thereto except as otherwise agreed. Nothing
         contained in this Amendment shall subject the Seller or the
         Manufacturer to any liability it would not have otherwise incurred had
         the A320 Aircraft Cancellation Right not been available to the Buyer
         except as otherwise agreed.

         The parties also agree that the Buyer shall not be entitled to any
         duplicate remedies from the Seller under the warranties and guarantees
         provisions of (i) the Agreement, as amended by this Amendment and (ii)
         any other purchase or lease agreement involving the Buyer, the
         Manufacturer or SALE.

3.       [...***...]

         In consideration for the execution of the Amendment, the Seller agrees
         to provide upon the date hereof the Buyer with a [...***...].

4.       EFFECT OF AMENDMENT

         The Agreement will be deemed amended to the extent herein provided,
         and, except as specifically amended hereby, will continue in full force
         and effect in accordance with its original terms.

5.       CONFIDENTIALITY



                        * Confidential Treatment Requested

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         Subject to any legal or governmental requirements of disclosure, the
         parties (which for this purpose will include their employees, agents,
         advisors and accountants) will maintain the terms and conditions of
         this Amendment and any reports or other data furnished hereunder
         strictly confidential. Without limiting the generality of the
         foregoing, the Buyer will use its best efforts to limit the disclosure
         of the contents of this Amendment to the extent legally permissible in
         any filing required to be made by the Buyer with any governmental
         agency and will make such applications as will be necessary to
         implement the foregoing. With respect to any public disclosure or
         filing, the Buyer agrees to submit to the Seller a copy of the proposed
         document to be filed or disclosed and will give the Seller a reasonable
         period of time in which to review the document. The Buyer and the
         Seller will consult with each other prior to the making of any other
         public disclosure or filing, permitted hereunder, of this Amendment or
         the terms and conditions thereof. The provisions of this Paragraph 5
         will survive any termination of the Agreement.
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         If the foregoing correctly sets forth our understanding, please
indicate your acceptance by signing in the space provided below.

Agreed an Accepted,                         Agreed and Accepted,

AMERICA WEST AIRLINES, INC.                 AVSA, S.A.R.L.



By: /s/ Jacques C. Lazard                   By: /s/ illegible
   ----------------------------                 -------------------------------
Its: Vice President & Treasurer             Its: Director Contracts
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Date: April 27, 1998                        Date: April 27, 1998
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