FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

   [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the quarterly period ended March 31, 1998

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

        For the transition period from ________________to _________________

        Commission file number       1-13934

                         MIDWEST EXPRESS HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

            Wisconsin                                          39-1828757    
   (State or other jurisdiction of                          (I.R.S. Employer 
   incorporation or organization)                         Identification No.)

                            6744 South Howell Avenue
                           Oak Creek, Wisconsin  53154
                    (Address of Principal executive offices)
                                   (Zip code)

                                  414-570-4000
              (Registrant's telephone number, including area code)

   Indicate by check mark whether the Registrant (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      

   As of April 30, 1998, there were 9,425,894 shares of Common Stock, $.01
   par value, of the Registrant outstanding.  On April 22, 1998, the Company
   announced that its board of directors had approved a plan to split its
   stock 3-for-2 in the form of a 50% stock dividend.  The effect of the
   stock dividend has been reflected in the accompanying financial
   statements, and had the dividend been paid as of April 30, 1998, there
   would have been 14,138,841 shares of Common Stock outstanding.

   <PAGE>
                         MIDWEST EXPRESS HOLDINGS, INC.

                                    FORM 10-Q

                       For the period ended March 31, 1998

                                      INDEX

                         PART I - FINANCIAL INFORMATION

                                                                       Page
                                                                        No.
    Item 1.      Financial Statements (unaudited)

                      Consolidated Statements of Income                  3

                      Condensed Consolidated Balance Sheets              4

                      Consolidated Statements of Cash Flows              5

                      Unaudited Notes to Consolidated Financial   
                      Statements                                         6

    Item  2.     Management's  Discussion and  Analysis of  Results of   
                 Operations and Financial Condition                      6


                       PART II - OTHER INFORMATION

    Item 6.      Exhibits and Reports on Form 8-K                        13

    SIGNATURES                                                           14

    <PAGE>

    PART I - Financial Statements

    <TABLE>
                         MIDWEST EXPRESS HOLDINGS, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                (Dollars in thousands, except per share amounts)
                                   (Unaudited)
    <CAPTION>
                                                                      Three Months Ended  
                                                                          March 31
                                                                   1998             1997    
    <S>                                                         <C>              <C>
    Operating revenues:
        Passenger service                                       $ 79,201         $ 71,428
        Cargo                                                      2,931            2,593
        Other                                                      6,280            5,899
                                                                --------         --------
         Total operating revenues                                 88,412           79,920
    Operating expenses:                                                                  
        Salaries, wages and benefits                              26,303           21,409
        Aircraft fuel and oil                                     11,203           13,402
        Commissions                                                6,625            7,119
        Dining services                                            4,398            3,825
        Station rental, landing and other fees                     7,205            6,616
        Aircraft maintenance materials and repairs                 7,468            5,910
        Depreciation and amortization                              2,335            2,101
        Aircraft rentals                                           4,711            4,262
        Other                                                      8,761            8,803
                                                                --------         --------
         Total operating expenses                                 79,009           73,447
                                                                --------         --------
    Operating income                                               9,403            6,473
                                                                --------         --------
    Other income (expense):
               Interest income                                       413              300
               Interest expense                                      (71)               -
               Other                                                 (17)              (4)
                      Total other income (expense)                   325              296 
                                                                --------         --------
    Income before income taxes                                     9,728            6,769
    Provision for income taxes                                     3,648            2,538
                                                                --------         --------
    Net income                                                  $  6,080         $  4,231
                                                                ========         ========
    Net income per common share - basic                         $   0.43         $   0.30 
                                                                ========         ========
    Net income per common share - diluted                       $   0.42         $   0.30 
                                                                ========         ========

   See notes to consolidated financial statements.

   </TABLE>

   PART I - Financial Statements

   <TABLE>
                      MIDWEST EXPRESS HOLDINGS, INC.
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                          (Dollars in thousands)
   <CAPTION>
                                                                                                        March 31,     December 31,
                                                                                                           1998           1997     
                                                                                                               (Unaudited)   

       <S>                                                                                              <C>            <C>
       ASSETS
       Current assets:
       Cash and cash equivalents                                                                        $  34,989      $  32,066
       Accounts receivable:
                  Traffic, less allowance for doubtful accounts of $243 and $231 at March 31, 1998   
                     and December 31, 1997, respectively                                                    6,676          5,106
                  Other                                                                                       669            444
                                                                                                         --------       --------
              Total accounts receivable                                                                     7,345          5,550
       Inventories                                                                                          3,614          3,942
       Prepaid expenses                                                                                     5,911          3,414
       Deferred income taxes                                                                                5,698          4,655
       Aircraft and modifications intended to be financed by
             sale and leaseback transactions                                                                6,000          6,000
                                                                                                         --------       --------
               Total current assets                                                                        63,557         55,627
                                                                                                         --------       --------
    Property and equipment, at cost                                                                       178,875        160,048
       Less accumulated depreciation                                                                       73,153         70,892
                                                                                                         --------       --------
    Net property and equipment                                                                            105,722         89,156
    Landing slots and leasehold rights, net                                                                 4,818          4,900
    Purchase deposits on flight equipment                                                                   5,833         14,500
    Other assets                                                                                            2,033          2,565
                                                                                                         --------       --------
    Total assets                                                                                         $181,963     $  166,748
                                                                                                         ========       ========

    LIABILITIES AND SHAREHOLDERS' EQUITY

    Current liabilities:
       Accounts payable                                                                                $    6,696     $    5,560
       Air traffic liability                                                                               34,097         28,934
       Accrued liabilities                                                                                 34,117         33,989
                                                                                                        ---------       --------
               Total current liabilities                                                                   74,910         68,483
                                                                                                        ---------       --------
    Long-term debt                                                                                          3,305          3,333
    Deferred income taxes                                                                                  12,979         12,509
    Noncurrent scheduled maintenance expense                                                                8,946          7,594
    Accrued pension and other postretirement benefits                                                       6,522          5,462
    Other noncurrent liabilities                                                                            5,775          5,969
                                                                                                        ---------       --------
    Total liabilities                                                                                     112,437        103,350
                                                                                                        =========       ========

    Shareholders' equity:
       Preferred stock, without par value, 5,000,000 shares authorized, no shares issued or                    -               - 
         outstanding
       Common stock, $.01 par value, 25,000,000 shares authorized, 14,464,211 shares issued in 1998           145             96
         and 9,642,807 in 1997
       Additional paid-in capital                                                                           9,505          9,531
       Treasury stock, at cost; 331,413 shares in 1998 and                                                 (4,547)        (4,572)
         223,490 shares in 1997
       Retained earnings                                                                                   64,423         58,343
                                                                                                        ---------      ---------
    Total shareholders' equity                                                                             69,526         63,398
                                                                                                        ---------      ---------
    Total liabilities and shareholders' equity                                                           $181,963       $166,748
                                                                                                        =========      =========

   See notes to consolidated financial statements.

   </TABLE>

   <PAGE>

   PART I - Financial Statements

   <TABLE>
                                                   MIDWEST EXPRESS HOLDINGS, INC.
                                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                       (Dollars in thousands)
                                                             (Unaudited)
   <CAPTION>

                                                                                Three Months Ended 
                                                                                      March 31
                                                                                 1998        1997    
    <S>                                                                       <C>         <C>
    Operating activities:
       Net income                                                             $  6,080    $  4,231
       Items not involving the use of cash:
         Depreciation and amortization                                           2,335       2,101
         Deferred income taxes                                                    (573)         46   
         Other                                                                   1,192       1,062
       Changes in operating assets and liabilities:
            Accounts receivable                                                 (1,795)        114
         Inventories                                                               328         120
         Prepaid expenses                                                       (2,497)     (1,804)
         Accounts payable                                                        1,136         (50)
         Income taxes payable                                                    3,520         914
         Accrued liabilities                                                    (3,392)     (5,858)
         Air traffic liability                                                   5,163       7,842
                                                                             ---------     -------
       Net cash provided by operating activities                                11,497       8,718
                                                                             ---------     -------
    Investing activities:
       Capital expenditures                                                     (9,510)     (5,468)
       Aircraft acquisitions and modifications financed by or
               intended to be financed by sale and leaseback transactions            -      (5,063)
       Other                                                                    (1,302)       (211)
                                                                             ---------    --------
       Net cash used in investing activities                                   (10,812)    (10,742)
    Financing activities-
       Other                                                                     2,238         (24)
                                                                             ---------    --------
       Net cash provided by (used in) financing                                  2,238         (24)
         activities                                                          ---------    --------
    Net increase (decrease) in cash and cash equivalents                         2,923      (2,048)
    Cash and cash equivalents, beginning of period                              32,066      27,589 
                                                                             ---------    --------
    Cash and cash equivalents, end of period                                 $  34,989   $  25,541 
                                                                             =========    ========


                 See notes to consolidated financial statements.
   </TABLE>

   <PAGE>
                         Midwest Express Holdings, Inc.
               Unaudited Notes to Consolidated Financial Statements

   1. Business and Basis of Presentation

       Basis of Presentation

       The consolidated financial statements for the three-month period ended
       March 31, 1998 are unaudited and reflect all adjustments (consisting
       only of normal recurring adjustments) that are, in the opinion of
       management, necessary for a fair presentation of the financial
       position and operating results for the interim period.  The
       consolidated financial statements should be read in conjunction with
       the consolidated financial statements and notes thereto, together with
       management's discussion and analysis of financial condition and
       results of operations, contained in the Company's Annual Report to
       Shareholders and incorporated by reference in the Company's Annual
       Report on Form 10-K for the year ended December 31, 1997.  The results
       of operations for the three-month period ended March 31, 1998 are not
       necessarily indicative of the results for the entire fiscal year
       ending December 31, 1998.

       Stock Split 

       On April 22, 1998, the Company announced that its board of directors
       had approved a plan to split its stock 3-for-2 in the form of a 50%
       stock dividend.  The new shares will be issued May 27 to shareholders
       of record as of May 11.  The financial and share information presented
       herein for all periods has been adjusted to reflect the effect of the
       stock dividend.

   PART I  Item 2.

          Management's Discussion and Analysis of Results of Operations
                             and Financial Condition

                              Results of Operations
   Overview

   The Company's 1998 first quarter operating income was $9.4 million, an
   increase of $2.9 million from the first quarter 1997.  Net income
   increased by $1.8 million, or 43.7%, to $6.1 million.  Year-to-date net
   income per share on a diluted basis was $.42, a $.12 or 40.0% increase
   over 1997 results.

   The Company's total revenue in the first quarter increased $8.5 million,
   or 10.6%, relative to the first quarter 1997, while operating costs
   increased by $5.6 million, or 7.6%.  The favorable change in revenue in
   the quarter was primarily the result of increased passenger volume
   resulting from service expansions during 1997, resulting in record
   passenger traffic, which increased 11.9%. The Company had two additional
   aircraft in scheduled service during the 1998 quarter, with the principal
   new routes being Milwaukee-Orlando and Kansas City-New York LaGuardia. The
   Company also had increased supplemental revenue from the Midwest Express
   credit card program, cargo operations and ground handling contracts.

   The Company's costs were affected by higher labor and maintenance costs
   and other expenses associated with the service expansion during 1997.
   These higher costs were partially offset by lower fuel prices and reduced
   travel agent commission expense. The Company benefited from significantly
   lower fuel prices in the first quarter 1998, which averaged 23.3% less
   than in the first quarter 1997.  Lower fuel prices favorably impacted
   operating income by $3.4 million in the first quarter 1998. In addition, a
   reduced travel agent commission structure contributed $1.0 million to
   operating income in the first quarter 1998. Additional detail on cost
   changes is included in subsequent sections.

   Operating Statistics

   <TABLE>

   The following table provides selected operating statistics for Midwest
   Express and Skyway.
 
   <CAPTION>

                                                            Three Months Ended
                                                               March 31
                                                                                       %
                                                            1998          1997       Change
    <S>                                                    <C>          <C>           <C>
    Midwest Express Operations

    Origin & Destination Passengers                        375,618      340,379       10.4%
    Revenue Passenger Miles (000s)                         351,856      313,416       12.3%
    Scheduled Service Available Seat Miles  (000s)         585,786      520,437       12.6%
    Total Available Seat Miles (000s)                      596,659      536,718       11.2%
    Load Factor (%)                                           60.1%        60.2%      -0.1 pts
    Revenue Yield                                           $0.198       $0.200       -0.8%
    Cost per total ASM                                      $0.118       $0.121       -2.4%
    Average Passenger Trip Length                            936.7        920.8        1.7%
    Number of Flights                                        9,793        9,144        7.1%
    Into-plane Fuel Cost per Gallon                         $0.615       $0.804      -23.5%
      Full-time equivalent Employees at End of Period        1,934        1,730       11.7%
    Aircraft in Service at End of Period                        24           22        n.m.

    Skyway Airlines Operations

    Origin & Destination Passengers                         70,863       68,782        3.0%
    Revenue Passenger Miles (000s)                          16,434       15,823        3.9%
    Scheduled Service Available Seat Miles (000s)           39,520       38,665        2.2%
    Total Available Seat Miles (000s)                       39,555       38,741        2.1%
    Load Factor (%)                                           41.6%        40.9%       0.7 pts
    Revenue Yield                                           $0.574       $0.555        3.4%
    Cost per total ASM                                      $0.241       $0.245       -1.5%
    Average Passenger Trip Length                            231.9        230.0        0.8%
    Number of Flights                                       10,517       10,073        4.4%
    Into-plane Fuel Cost per Gallon                         $0.675       $0.858      -21.3%
    Full-time equivalent Employees at End of Period            278          247       12.6%
    Aircraft in Service at End of Period                        15           15          -
      
   Note:     All statistics exclude charter operations except the following:
             total available seat miles ("ASM"), cost per total ASM, into-
             plane fuel cost, number of employees and aircraft in service.
             Aircraft acquired but not yet placed into service are excluded
             from the aircraft in service statistics.

   </TABLE>

   <TABLE>

   The following table provides operating revenues and expenses for the
   Company expressed as cents per total ASM, including charter operations,
   and as a percentage of total revenues.

   <CAPTION>
                                                                  Three Months Ended March 31,
                                                               1998                        1997
                                                    Per Total         % of        Per Total       % of
                                                       ASM           Revenue         ASM        Revenue
        <S>                                          <C>             <C>            <C>           <C>
        Operating revenues:
         Passenger service                           $0.124           89.6%         $0.124         89.4%
         Cargo                                        0.005            3.3%          0.005          3.2%
         Other                                        0.010            7.1%          0.010          7.4%
                                                   --------       --------        --------     --------
        Total operating revenues                      0.139          100.0%          0.139        100.0%

        Operating expenses:
         Salaries, wages and benefits                 0.041           29.8%          0.038         26.8%
         Aircraft fuel and oil                        0.018           12.7%          0.023         16.8%
         Commissions                                  0.010            7.5%          0.012          8.9%
         Dining services                              0.007            5.0%          0.007          4.8%
         Station rental, landing and                  0.011            8.2%          0.012          8.3%
            other fees
         Aircraft maintenance materials               0.012            8.4%          0.010          7.4%
            and repairs
         Depreciation and amortization                0.004            2.6%          0.004          2.6%
         Aircraft rentals                             0.007            5.3%          0.008          5.3%
         Other                                        0.014            9.9%          0.015         11.0%
                                                   --------        -------        --------      -------
        Total operating expenses                     $0.124           89.4%         $0.128         91.9%
                                                   ========        =======        ========      =======
        Total ASMs (000s)                           636,214                        575,459

        Note:     Numbers in this table cannot be recalculated due to
                  rounding.

        </TABLE>


                  Three Months Ended March 31, 1998 Compared to
                        Three Months Ended March 31, 1997

   Operating Revenues

   Company operating revenues totalled $88.4 million in the first quarter
   1998, a $8.5 million or 10.6% increase over the first quarter 1997.
   Passenger revenues accounted for 89.6% of total revenues and increased
   $7.8 million, or 10.9%, from 1997 to $79.2 million.  The increase is
   attributable to an 11.9% increase in passenger volume, as measured by
   revenue passenger miles.

   Midwest Express passenger revenue increased by $7.1 million, or 11.4%,
   from 1997 to $69.8 million.  This increase was caused by a 10.4% increase
   in origin and destination passengers.  Total capacity, as measured by
   scheduled service ASMs, increased 12.6% because of two additional aircraft
   in scheduled service during the first quarter 1998.  Load factor decreased
   from 60.2% in 1997 to 60.1% in 1998.

   Skyway passenger revenue increased by $.6 million, or 7.4%, from 1997 to
   $9.4 million.  This increase was caused by a 3.4% increase in revenue
   yield and by a 3.0% increase in origin and destination passengers. Total
   capacity increased by 2.2%.  Load factor increased from 40.9% in 1997 to
   41.6% in 1998.  

   Revenue from cargo, charter and other services increased $.7 million in
   the first quarter 1998. Midwest Express benefited from increased revenue
   from the Midwest Express MasterCard program of $.5 million, additional
   ground service contracts of $.2 million and improved cargo operations of
   $.3 million. Charter revenue decreased $.5 million due to fewer charter
   bookings.

   Operating Expenses

   1998 operating expenses increased by $5.6 million, or 7.6%, from 1997. 
   The increase was primarily the result of increases in labor, maintenance
   and costs associated with service expansions since the first quarter 1997,
   offset by lower fuel and travel agent commission costs. Cost per total ASM
   decreased 2.7%, from 12.8 cents in 1997 to 12.4 cents in 1998.  

   Salaries, wages and benefits increased by $4.9 million, or 22.9%.  On a
   cost per total ASM basis, these costs increased 11.1%, from 3.7 cents in 
   1997 to 4.1 cents in 1998. The labor cost increase reflects the addition of
   approximately 234 full-time equivalent employees (203 at Midwest Express
   and 31 at Skyway) since March 31, 1997 and increases in labor rates. 
   Midwest Express added employees throughout the organization to support the
   aircraft placed in service during 1997; Skyway added employees primarily
   in the flight operations and maintenance functions. The labor cost
   increase was also due fewer maintenance labor hours being capitalized to
   major maintenance projects, thereby resulting in more maintenance labor
   hours being charged to expensed projects during the quarter. Labor costs
   increased $.2 million because of accruals for Midwest Express' profit
   sharing and management incentive programs.  The profit sharing and
   incentive plans, which benefit substantially all employees, based entirely
   on achieving certain levels of profitability, are payable annually and
   accrued monthly based on earnings-to-date and projected results for the
   remainder of the year. 

   Aircraft fuel and oil, and associated taxes decreased $2.2 million, or
   16.4%, in 1998. Into-plane fuel prices decreased 23.3% in 1998, averaging
   62.0 cents per gallon in 1998 and 80.8 cents per gallon in 1997.  Fuel
   consumption increased by 9.0% in the quarter, primarily because Midwest 
   Express operated 8.8% more aircraft flight hours.  Fuel costs in April 1998
   continued to trend downward, averaging 60.5 cents per gallon.

   Commissions decreased by $.5 million, or 6.9%, and 15.8% on a cost per
   total ASM basis. The new commission rate structure implemented in the
   third quarter 1997, which lowered travel agent commissions from 10% to 8%,
   reduced commission expenses by $1.0 million. This reduction was partially
   offset by the increase in passenger revenue of 10.9%.

   Dining services costs increased by $.6 million, or 15.0%, from 1997. The
   increase was primarily due to the 10.4% increase in origin and destination
   passengers.

   Maintenance costs increased by $1.6 million, or 26.4%, from 1997.  The
   increase was caused by more flight hours at Midwest Express, an increase
   in unscheduled engine overhauls, higher engine and airframe overhaul
   accruals, and higher material and aircraft component repair costs. The
   cost increase for engine overhaul accruals was the result of higher
   expected costs to complete future major engine maintenance.  

   Station rental, landing and other fees increased by $.6 million, or 8.9%,
   from 1997.  The increase was caused by 7.1% more flight segments at
   Midwest Express.

   Depreciation and amortization increased by $.2 million, or 11.1%, from
   1997.  The increase was primarily the result of the depreciation
   associated with capital spending.

   Aircraft rental costs increased by $.5 million, or 10.6%, from 1997 as a
   result of Midwest Express leasing two additional aircraft in 1997. Also,
   Midwest Express had partial lease payments on two DC-9-30 aircraft that
   will go into service during the second quarter 1998.


   Provision for Income Taxes

   Income tax expense for the first quarter 1998 was $3.6 million, a $1.1
   million increase from 1997. The effective tax rate for the first quarter
   of 1998 and 1997 was 37.5%.  For purposes of calculating the Company's
   income tax expense and effective tax rate, the Company treats amounts
   payable to an affiliate of Kimberly-Clark under a tax allocation and
   separation agreement entered into in connection with the Company's initial
   public offering as if they were payable to taxing authorities.

   Net Income

   Net income for the first quarter increased $1.8 million from 1997.  The
   net income margin improved from 5.3% in 1997 to 6.9% in 1998.

   Liquidity and Capital Resources

   The Company's cash and cash equivalents totalled $35.0 million at March
   31, 1998, compared to $32.1 million at December 31, 1997.  Net cash
   provided by operating activities totalled $11.5 million for the three
   months ended March 31, 1998.  Net cash used in investing activities
   totalled $10.8 million, primarily due to capital expenditures of $9.5
   million.

   As of March 31, 1998, the Company had a working capital deficit of $11.4
   million versus a $12.9 million deficit on December 31, 1997.  The working
   capital deficit is due to the Company's air traffic liability (advance
   bookings, whereby passengers have purchased tickets for future flights),
   accrued scheduled maintenance expense and accrued lease payments.  Because
   of these items, the Company expects to operate periodically with a working
   capital deficit, which is not unusual for the industry.

   As of March 31, 1998, the Company's two credit facilities, a $55.0 million
   revolving bank credit facility and a $20.0 million secondary revolving
   credit facility with Kimberly-Clark, have not been used except for letters
   of credit totalling approximately $12.5 million that reduce the amount of
   available credit.

   Capital expenditures totalled $9.5 million for the three months ended
   March 31, 1998.  Capital expenditures primarily consisted of aircraft
   refurbishment costs, the construction of a new hangar facility,
   capitalized engine overhauls, capitalized aircraft major maintenance and
   ground equipment.

   During the second quarter 1998, the Company intends to finalize sale and
   leaseback transactions on two DC-9-30 aircraft, in which case the Company
   will be reimbursed for approximately $6.0 million of related aircraft
   acquisition and modification costs incurred to March 31, 1998. 

   During 1997, the Company executed definitive purchase documents to acquire
   eight McDonnell Douglas MD-80 series aircraft. During the first quarter of
   1998,  the Company took delivery of the first of these aircraft. The
   Company will receive the remaining seven aircraft during the remainder of
   1998 and throughout 1999.  The Company anticipates financing each aircraft
   upon delivery with a combination of cash flow from operations and debt
   financing.

   As of March 31, 1998, leases relating to three of Midwest Express' jet
   aircraft are guaranteed by Kimberly-Clark in return for a guarantee fee
   paid by the Company.  Kimberly-Clark will continue to guarantee these
   leases until the end of the current lease terms.  None of these jet
   aircraft leases expires before 2001.

   The Company's Board of Directors has authorized a $15.0 million share
   repurchase program. As of March 31, 1998, the Company has purchased a
   total of 353,325 shares of common stock at a cost of $4.8 million under
   the share repurchase program.

   The Company believes its cash flow from operations, funds available from
   credit facilities and available long-term financing for the acquisition of
   jet aircraft and turboprop aircraft will be adequate to provide for
   working capital needs and capital expenditures through 1998.

                              Pending Developments

   This 10-Q filing, and particularly this Pending Developments section,
   contains forward-looking statements that may state the Company's or
   management's intentions, hopes, beliefs, expectations or predictions for
   the future. It is important to note that the Company's actual results
   could differ materially from those projected results due to factors that
   include, but are not limited to, uncertainties related to general economic
   factors, industry conditions, scheduling developments, government
   regulations, labor relations, aircraft maintenance and refurbishment
   schedules, and potential delays relating to acquired aircraft. Additional
   information concerning factors that could cause actual results to differ
   materially from those in the forward-looking statements is contained from
   time to time in the Company's SEC filings, including but not limited to
   the Company's prospectus dated May 23, 1996 included in Registration
   Statement on Form S-1 No. 333-03325.

   Stock Split - On April 22, 1998, the Company announced that its board of
   directors had approved a plan to split its stock 3-for-2 in the form of a
   50% stock dividend.  The new shares will be issued May 27 to shareholders
   of record as of May 11.  Fractional shares will be paid to shareholders in
   cash.  The financial and share information presented in Management's
   Discussion and Analysis of Results of Operations and Financial Condition
   for all periods has been adjusted to reflect the effect of the stock
   split.

   Other Issues - The Company's annual report for the year ended December 31,
   1997, disclosed certain issues relating to DC-9 aircraft, MD-80 series
   aircraft, labor relations, sales taxes and the Year 2000.  These issues
   remain pending. 

   Item 6.        Exhibits and Reports on Form 8-K

                  (a)  Exhibits

                       (10)  Twelfth Amendment to Airline Lease, as amended
                       between Milwaukee County and Midwest Express, dated
                       April 21, 1998.
          
                       (27)  Financial Data Schedule.
          
          

                  (b)  Reports on Form 8-K

                       No reports on Form 8-K were filed during the quarter
                       ended March 31, 1998.

   <PAGE>

                                   SIGNATURES


   Pursuant to the requirements of the Securities and Exchange Act of 1934,
   the Registrant has duly caused this report to be signed on its behalf by
   the undersigned thereunto duly authorized.



                                           Midwest Express Holdings, Inc.


   Date:    May 15, 1998                   By /s/ Timothy E. Hoeksema     
                                           Timothy E. Hoeksema
                                           Chairman of the Board,  President
                                           and Chief Executive Officer



   Date:    May 15, 1998                   By /s/ Robert S. Bahlman 
                                           Robert S. Bahlman
                                           Senior Vice President, Chief
                                           Financial Officer, Treasurer and
                                           Controller
   <PAGE>

                               EXHIBIT INDEX

     Exhibit
       No.          

      (10)    Twelfth Amendment to Airline Lease, as amended 
              between Milwaukee County and Midwest Express,
              dated April 21, 1998.

      (27)    Financial Data Schedule.
       
   <PAGE>