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 September 30, 1996

   [  ] 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 October 31, 1996 there were 6,325,193 shares of Common Stock, $.01
   par value, of the Registrant outstanding.

   <PAGE>

                         MIDWEST EXPRESS HOLDINGS, INC.

                                    FORM 10-Q

                     For the period ended September 30, 1996



                                      INDEX


                         PART I - FINANCIAL INFORMATION

                                                                Page
                                                                 No.
    Item 1.   Consolidated Financial Statements (unaudited)

              Consolidated Statements of Income                    3

              Consolidated Balance Sheets                          4

              Consolidated Statements of Cash Flows                5

              Unaudited Notes to Consolidated Financial            6
                 Statements

    Item 2.   Management's Discussion and Analysis of              9
              Results of Operations and Financial Condition


    PART II - OTHER INFORMATION

    Item 6.     Exhibits and Reports on Form 8-K                  20

    SIGNATURES                                                    21

    EXHIBIT INDEX                                                 22

   <PAGE>

   PART I - Financial Statements


                        MIDWEST EXPRESS HOLDINGS, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
              (Dollars in thousands, except  per share amounts)
                                 (Unaudited)

                                 Three Months Ended      Nine Months Ended

                                   1996      1995         1996      1995  
   Operating revenues:
    Passenger service            $ 75,895  $ 63,261      $207,019  $179,725
    Cargo                           2,880     2,500         8,321     7,814
    Other                           4,348     2,085        11,236     8,241
                                 --------  --------       -------   -------
     Total operating revenues      83,123    67,846       226,576   195,780
   Operating expenses:           --------  --------       -------   -------
    Salaries, wages and benefits   20,577    16,325        57,543    47,109
    Aircraft fuel and oil          11,916     8,279        33,495    25,729
    Commissions                     7,863     6,636        20,943    18,505
    Dining services                 3,957     3,720        11,314    11,344
    Station rental, landing and
     other fees                     5,083     4,385        15,620    14,256
    Aircraft maintenance materials
     and repairs                    5,561     4,273        15,603    12,934
    Depreciation and amortization   1,857     1,937         5,648     5,607
    Aircraft rentals                3,962     3,697        12,110    11,240
    Other                           8,976     7,497        25,958    22,485
                                  -------  --------      --------  --------
     Total operating expenses      69,792    56,749       198,234   169,209
                                  -------  --------      --------  --------
   Operating income                13,331    11,097        28,342    26,571
                                  -------  --------      --------  --------

   Other income (expense):

    Interest expense                  (11)      -             (34)      (36)
    Interest income                   249       547           771     1,479
    Other                              (1)   (1,598)         (142)   (1,598)
                                 --------  --------      --------   -------

     Total other income
       (expense)                      237    (1,051)          595      (155)
                                 --------  --------      --------   -------

   Income before income taxes      13,568    10,046        28,937    26,416
   Provision for income taxes       5,211     3,741        11,154    10,207
                                 --------   -------     ---------  --------
   Net income                    $  8,357   $ 6,305     $  17,783  $ 16,209
                                 ========   =======     =========  ========

   Net income per common share  $    1.31  $   0.93(1) $     2.78 $    2.31(1)
                                 ========   =======     =========  ========

   Weighted average shares
    outstanding                 6,367,356 6,428,571     6,408,017 6,428,571
                                ========= =========     ========= =========

   (1) Pro forma

                 See notes to consolidated financial statements.

   <PAGE>
   PART I - Financial Statements

                         MIDWEST EXPRESS HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

                                         September 30,   December 31,
                                             1996            1995    
                                          (Unaudited)

     ASSETS
   Current assets:
    Cash and cash equivalents             $  33,901        $  14,626
    Accounts receivable:
     Traffic, less allowance for doubtful
       accounts of $312 and $307 at 
       September 30, 1996 and December 31,
       1995, respectively                     4,344            5,229
     Other receivables:
       Kimberly-Clark Corporation and
        affiliated companies                   -                  61
       Other                                  1,367            1,659
                                           --------         --------
        Total accounts receivable             5,711            6,949
    Inventories                               3,282            2,726
    Prepaid expenses:
       Commissions                            1,271            1,996
       Other                                  2,404            1,536
                                           --------         --------
        Total prepaid expenses                3,675            3,532
    Deferred income taxes                     3,871            3,253
    Aircraft and modifications intended
     to be financed by sale and
     leaseback transactions                  16,822             -   
                                           --------         --------
        Total current assets                 67,262           31,086
                                           --------         --------
   Property and equipment, at cost          114,170          107,830
    Less accumulated depreciation and
     amortization                            57,491           51,911
                                          ---------         --------
   Net property and equipment                56,679           55,919
   Landing slots and leasehold rights,
    net                                       5,310            5,556
   Other assets                                 514              272
                                           --------         --------
   Total assets                            $129,765        $  92,833
                                           ========         ========
    LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities:
    Accounts payable                     $    3,009       $    3,687
    Income taxes payable                      4,009            1,381
    Air traffic liability                    24,720           17,250
    Accrued liabilities:
       Vacation pay                           2,872            2,628
       Scheduled maintenance expense          5,325            4,253
       Frequent flyer awards                  2,677            2,064
       Other                                 18,460            9,664
                                           --------         --------
        Total current liabilities            61,072           40,927
                                           --------         --------
   Deferred income taxes                      9,791           13,731
   Noncurrent scheduled maintenance
    expense                                  10,190           10,483
   Accrued pension and other post
    retirement benefits                       5,686            3,748
   Other noncurrent liabilities               6,768            2,680
                                           --------         --------
   Total liabilities                         93,507           71,569
                                           --------         --------
   Stockholders' 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,
     6,428,571 shares issued                     64               64
    Additional paid-in capital                9,546            9,546
    Treasury stock, 103,700 shares at
     September 30, 1996                      (2,790)            -   
    Retained earnings                        29,438           11,654
                                           --------          -------
   Total stockholders' equity                36,258           21,264
                                           --------          -------
   Total liabilities and stockholders'
    equity                                 $129,765         $ 92,833
                                           ========          =======

                 See notes to consolidated financial statements.

   <PAGE>
   PART I - Financial Statements


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

                                                      
                                                   Nine Months Ended
                                                      September 30

                                                    1996       1995  
   Operating activities:
    Net income                                   $ 17,783   $ 16,209
    Items not involving the use of cash:
     Depreciation and amortization                  5,648      5,607
     Deferred income taxes                         (4,558)    (2,756)
     Other                                          2,376      1,488
    Changes in operating assets and liabilities:
     Accounts receivable                            1,239      2,836
     Inventories                                     (556)      (650)
     Prepaid expenses                                (143)       256
     Accounts payable                                (680)    (1,844)
     Income taxes payable                           2,628     (2,346)
     Accrued liabilities                           10,210      4,412
     Air traffic liability                          7,470      2,100
                                                 --------   --------
    Net cash provided by operating activities      41,417     25,312
                                                 --------   --------
   Investing activities:
    Capital expenditures                           (8,542)    (5,564)
    Aircraft acquisitions and modifications
     financed by or intended to be financed
     by sale and leaseback transactions           (85,582)    (7,723)
    Proceeds from sale of property and
     equipment                                          5        336
    Other                                            (243)       693
                                                 --------    -------
    Net cash used in investing activities         (94,362)    (4,535)
                                                 --------    -------
   Financing activities:
    Proceeds from sale and leaseback
     transactions                                  73,695      7,723
    Purchase of treasury stock                     (2,790)      -   
    Net increase in advances to Kimberly-
     Clark                                           -        22,713
    Dividends to Kimberly-Clark                      -       (34,832)
    Other                                           1,315        592
                                                 --------   --------
    Net cash provided by (used in)
     financing activities                          72,220    (11,527)
                                                 --------   --------
   Net increase in cash and cash
    equivalents                                    19,275     9,250 
   Cash and cash equivalents, beginning
    of period                                      14,626        -   
                                                 --------   --------
   Cash and cash equivalents, end
    of period                                   $  33,901   $  9,250 
                                                 ========   ========


                 See notes to consolidated financial statements.
   <PAGE>

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

   1. Business and Basis of Presentation

    Organization

    During the second quarter 1996, Kimberly-Clark Corporation ("Kimberly-
    Clark") sold its remaining interest in the Company, consisting of
    1,288,571 shares, or approximately 20% of all outstanding stock, in an
    underwritten secondary public offering.  The Company did not receive any
    proceeds from this offering.

    Basis of Presentation
    The consolidated financial statements for the nine month period ended
    September 30, 1996 are unaudited and reflect all adjustments (consisting
    only of normal recurring adjustments) which 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 Stockholders and
    incorporated by reference in the Company's Annual Report on Form 10-K
    for the year ended December 31, 1995.  The results of operations for the
    nine month period ended September 30, 1996 are not necessarily
    indicative of the results for the entire fiscal year ending December 31,
    1996.

   2. Pro Forma Condensed Income Statements

    The following unaudited pro forma condensed income statements for the
    three and nine month periods ended September 30, 1995, respectively,
    give effect to estimated changes in the Company's historical costs
    assuming the Company's initial public offering (the "Offering") had
    occurred January 1, 1995 and the Company had operated as an independent
    company during the three and nine month periods ended September 30,
    1995.  The pro forma adjustments to reflect these changes in costs
    include (i) a lease guarantee fee charged by Kimberly-Clark to continue
    to guarantee certain aircraft leases, (ii) estimated incremental
    administrative and management expense to reflect costs of obtaining, on
    an arm's length basis as an independent company, certain services that
    Kimberly-Clark had provided in the past, (iii) increased costs due to a
    new management structure, (iv) costs associated with being a publicly-
    owned entity, and (v) net changes in interest income and expense to
    reflect the Company's financial position subsequent to the Offering. 
    Pro forma net income per common share was computed based on an assumed
    weighted average 6,428,571 shares of common stock outstanding.

    Management believes the assumptions used in preparing the pro forma
    adjustments provide a reasonable basis on which to present the pro forma
    condensed income statements.  The following pro forma condensed income
    statements are provided for informational purposes only, should not be
    construed to be indicative of the Company's results of operations had
    the Offering been consummated on the date assumed, and are not intended
    to project the Company's results of operations for any future periods.

                                           
                                 Three Months Ended September 30, 1995
                                               Pro Forma
                                 Historical   Adjustments    Pro Forma
                                (in thousands, except per share amount)

   Operating revenues              $ 67,846   $    -         $ 67,846
   Operating expenses                56,749         629        57,378
                                    -------   ---------       -------
   Operating income                  11,097        (629)       10,468
   Interest income (expense),
     net                                547          56           603
   Other expense                     (1,598)       -           (1,598)
                                    -------    --------       -------
   Income before income taxes        10,046        (573)        9,473
   Provision for income taxes         3,741        (223)        3,518
                                    -------     -------      --------
   Net income                     $   6,305    $   (350)    $   5,955
                                    =======     =======      ========
   Net income per common share                              $    0.93
                                                             ========

                                           
                                 Nine Months Ended September 30, 1995
                                              Pro Forma
                                 Historical   Adjustments    Pro Forma
                               (in thousands, except per share amount)

   Operating revenues             $195,780     $     -       $195,780
   Operating expenses              169,209        2,152       171,361
                                   -------      -------       -------
   Operating income                 26,571       (2,152)       24,419
   Interest income (expense), net    1,443          (67)        1,376
   Other expense                    (1,598)          -         (1,598)
	                           -------      -------       -------
   Income before income taxes       26,416       (2,219)       24,197
   Provision for income taxes       10,207         (865)        9,342
                                   -------      -------       -------
   Net income                    $  16,209     $ (1,354)    $  14,855
                                   =======      =======       =======
   Net income per common share                              $    2.31
                                                              =======

   3.  Leases

    During the second and third quarters of 1996, the Company refinanced its
    fifteen 19-seat aircraft by completing sale and leaseback transactions. 
    The leases, which require periodic lease payments through early 2009 for
    ten of the aircraft and through 2001 for the other five aircraft,
    increased the Company's commitments for operating leases by $63 million.

    During the second and third quarter 1996, the Company finalized sale and
    leaseback transactions on three DC-9 aircraft which were put into
    service during 1996.  The leases on these aircraft, which require
    periodic lease payments through 2006, increased the Company's
    commitments for operating leases by $19 million.


   4.  Stock Option Plan

    In October 1995, the Financial Accounting Standards Board issued
    Statement of Financial Accounting Standards No. 123, "Accounting for
    Stock-Based Compensation."  SFAS No. 123 establishes a fair value based
    method of accounting for stock options.  Entities have the option of
    either adopting the measurement criteria of the statement for accounting
    purposes, thereby recognizing an amount in results of operations on a
    prospective basis, or disclosing in the financial statement footnotes
    the pro forma effects of the new measurement criteria.  The Company
    intends to adopt the pro forma disclosure features of SFAS No. 123,
    which are effective for fiscal years beginning after December 15, 1995.

   Part I  Item 2.

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

                              Results of Operations
   Overview
   The Company's 1996 third quarter operating income was $13.3 million, an
   increase of $2.2 million from the third quarter 1995.  Net income
   increased by $2.1 million, or 32.5%, to $8.4 million.  For the first nine
   months of 1996, operating income was $28.3 million, an increase of $1.8
   million from 1995.  Year-to-date net income increased from $16.2 million
   to $17.8 million, or 9.7%.  Year-to-date earnings per share were $2.78, a
   $.47, or 20.3%, increase over pro forma 1995 results.

   The Company's total revenue in the third quarter increased $15.3 million,
   or 22.5%, relative to the third quarter 1995, while operating costs
   increased by $13.0 million, or 23.0%.  The favorable change in revenue in
   the quarter was primarily the result of improvements in passenger revenue
   yield, increased passenger volume resulting from service expansions in May
   1996 and, to a lesser extent, in September 1996, continued improvements in
   Midwest Express' Omaha base of operations, and revenue from the Midwest
   Express credit card program.  The cost increases in the third quarter were
   the result of higher fuel prices, higher labor costs, Midwest Express'
   profit sharing programs, added costs of being a public company and the
   service expansions in May and September 1996.  

   Midwest Express' Omaha base of operations generated approximately $.9
   million more in operating income in the third quarter of 1996 compared to
   the third quarter 1995.  Revenue increased 22.7% while capacity increased
   4.0%.  Improvements were attained in both revenue yield and load factor. 
   For the third quarter 1996, the Omaha operations had a passenger load
   factor of 60.7% and a revenue yield of 15.0 cents.  This compared
   favorably to the third quarter 1995, when the Omaha operations had a load
   factor of 53.9% and revenue yield of 14.7 cents. 

   Increased fuel prices in the third quarter resulted in $2.3 million of
   higher costs.  Fuel prices were 23.3% higher during the third quarter of
   1996 than in the third quarter of 1995, averaging 74.5 cents per gallon in
   1996 and 60.4 cents per gallon in 1995.  This difference includes the 4.3
   cent federal excise tax that was effective for airlines in October 1995. 
   Into-plane fuel prices have continued to increase in October 1996
   averaging approximately 85 cents per gallon for the month.

   One additional DC-9 aircraft was placed in service in September 1996. 
   This aircraft was used to provide new service between Kansas City and
   Boston and between Omaha and Kansas City.  The latter service was
   supplemented by service provided by Skyway Airlines.  The third quarter
   also benefited from the service expansion in May 1996 when two DC-9
   aircraft were placed in service.  One of these aircraft has been used
   exclusively in the charter business and the second has been used to expand
   scheduled service on May 1, 1996 with incremental flights in five
   Milwaukee-based markets.

   Operating Statistics
   The following table provides selected operating statistics for Midwest
   Express and Skyway.

   <TABLE>
   <CAPTION>
                                            
                                          Three Months Ended                  Nine Months Ended
                                             September 30,                      September 30,
                                                                    %                                     %
                                          1996          1995      Change     1996           1995       Change 

   <S>                                   <C>          <C>         <C>    <C>            <C>             <C>
   Midwest Express Operations
   Origin & Destination Passengers       366,592      330,061     11.1   1,034,204        991,811        4.3
   Revenue Passenger Miles (000's)       329,319      289,709     13.7     931,729        880,313        5.8
   Scheduled Service Available Seat
    Miles (000's)                        514,911      433,349     18.8   1,447,219      1,359,216        6.5
   Total Available Seat Miles (000's)    527,462      438,485     20.3   1,477,720      1,384,837        6.7
   Load Factor (%)                          64.0%        66.9%    -2.9        64.4%          64.8%      -0.4
   Revenue Yield                          $0.199       $0.187      6.3      $0.191         $0.176        8.9
   Cost per total ASM                     $0.117       $0.113      3.6      $0.119         $0.108       10.3
   Average Passenger Trip Length           898.3        877.7      2.3       900.9          887.6        1.5
   Number of Flights                       9,128        8,083     12.9      25,886         24,911        3.9
   Into-plane Fuel Cost per Gallon        $0.737       $0.597     23.5      $0.730         $0.597       22.3
   Full-time equivalent Employees at
    End of Period                          1,579        1,394     13.3       1,579          1,394       13.3
   Aircraft in Service at End of Period       22           19     15.8          22             19       15.8
                                                
   Skyway Airlines Operations                                                     
   Origin & Destination Passengers        82,521       78,092      5.7     235,086        223,491        5.2
   Revenue Passenger Miles (000's)        19,026       18,177      4.7      54,249         50,278        7.9
   Scheduled Service Available Seat
    Miles (000's)                         41,882       42,218     -0.8     120,590        117,301        2.8
   Total Available Seat Miles (000's)     41,923       42,218     -0.7     120,774        117,301        3.0
   Load Factor (%)                          45.4%        43.1%     2.3        45.0%          42.9%       2.1
   Revenue Yield                          $0.541       $0.495      9.4      $0.529         $0.499        6.0
   Cost per total ASM                     $0.210       $0.188     11.5      $0.212         $0.193        9.9
   Average Passenger Trip Length           230.6        232.8     -0.9       230.8          225.0        2.6
   Number of Flights                      10,805       11,175     -3.3      31,369         32,509       -3.5
   Into-plane Fuel Cost per Gallon        $0.832       $0.667     24.7      $0.804         $0.674       19.3
   Full-time equivalent Employees
    at End of Period                         235          216      8.8         235            216        8.8
   Aircraft in Service at End of Period       15           15        -          15             15          -

   </TABLE>


     Note:   With the exception of total available seat miles, cost per total
             ASM, into-plane fuel cost, number of employees and aircraft in
             service, statistics exclude charter operations.  Aircraft
             acquired but not yet placed into service are excluded from the
             aircraft in service statistics.


   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.

   <TABLE>
   <CAPTION>
                                   Three Months Ended September 30,         Nine Months Ended September 30,
                                      1996                 1995                 1996                 1995
                               Per Total    % of   Per Total    % of    Per Total    % of    Per Total    % of
                                  ASM     Revenue      ASM     Revenue      ASM     Revenue      ASM    Revenue

    <S>                           <C>       <C>        <C>      <C>        <C>       <C>        <C>       <C>
    Operating revenues:
    Passenger service             $0.133     91.3%     $0.132    93.2%     $0.130     91.4%     $0.120     91.8%
    Cargo                          0.005      3.5%      0.005     3.7%      0.005      3.7%      0.005      4.0%
    Other                          0.008      5.2%      0.004     3.1%      0.007      4.9%      0.005      4.2%
                                 -------   -------     ------   ------     ------    ------     ------    ------
    Total operating revenues       0.146    100.0%      0.141   100.0%      0.142    100.0%      0.130    100.0%

    Operating expenses:
    Salaries, wages and
     benefits                      0.036     24.7%      0.034    24.1%      0.036     25.4%      0.031     24.1%
    Aircraft fuel and oil          0.021     14.3%      0.017    12.2%      0.021     14.8%      0.017     13.1%
    Commissions                    0.014      9.5%      0.014     9.8%      0.013      9.2%      0.012      9.4%
    Dining services                0.007      4.8%      0.008     5.5%      0.007      5.0%      0.008      5.8%
    Station rental, landing
     and other fees                0.009      6.1%      0.009     6.5%      0.010      6.9%      0.010      7.3%
    Aircraft maintenance
     materials/repairs             0.009      6.7%      0.009     6.3%      0.010      6.9%      0.009      6.6%
    Depreciation and
     amortization                  0.004      2.3%      0.004     2.8%      0.003      2.5%      0.004      2.9%
    Aircraft rentals               0.007      4.8%      0.008     5.4%      0.008      5.3%      0.007      5.7%
    Other                          0.016     10.8%      0.015    11.0%      0.016     11.5%      0.015     11.5%
                                  ------    ------     ------    -----     ------     -----     ------    ------
    Total operating expenses      $0.123     84.0%     $0.118    83.6%     $0.124     87.5%     $0.113     86.4%
                                  ======    ======     ======    =====     ======     =====     ======    ======
    Total ASMs (000's)           569,385              480,703           1,598,494            1,502,137

   </TABLE>

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




                Three Months Ended September 30, 1996 Compared to
                      Three Months Ended September 30, 1995

   Operating Revenues
   Company operating revenues totalled $83.1 million in the third quarter
   1996, a $15.3 million, or 22.5%, increase over revenues for the third
   quarter 1995. Passenger revenues accounted for 91.3% of total revenues and
   increased $12.6 million, or 20.0%, from 1995 to $75.9 million.  The
   increase is attributable to a 13.1% increase in passenger volume, as
   measured by revenue passenger miles, and a 6.0% increase in revenue yield.

   Midwest Express passenger revenue increased by $11.3 million, or 20.9%,
   from 1995 to $65.6 million.  This increase was caused by a 11.1% increase
   in origin and destination passengers, a 6.3% increase in revenue yield and
   a 2.3% increase in average passenger trip length.  Total capacity, as
   measured by scheduled service ASMs, increased 18.8% because of the
   addition of one aircraft in both May and September and several schedule
   changes that increased aircraft utilization.  Load factor decreased from
   66.9% in 1995 to 64.0% in 1996.  Part of the decrease was caused by the
   lower load factor on the new flights added in May and September, which
   averaged a load factor of 53.2%.  The yield improvement was generally the
   result of an improved pricing environment in the industry.  

   Skyway passenger revenue increased by $1.3 million, or 14.5%, from 1995 to
   $10.3 million.  This increase was caused by a 5.7% increase in origin and
   destination passengers and a 9.4% increase in revenue yield.  Average
   passenger trip length decreased .9%.  Total capacity decreased by .8%, the
   result of a temporary reduction in aircraft utilization to accomplish
   scheduled maintenance.  Load factor increased from 43.1% in 1995 to 45.4%
   in 1996.  The general improvement in Skyway revenue was caused by several
   schedule changes implemented in the second quarter of 1996.  These changes
   included the elimination of several routes and the start-up of service
   between Milwaukee and Nashville.  The above factors all contributed to
   record earnings contribution by Skyway in the third quarter 1996.

   Revenue from cargo, charter and other services increased $2.6 million in
   the third quarter 1996.  The Midwest Express MasterCard program, which was
   initiated in October 1995, generated $1.2 million in revenue.  Charter
   revenue increased $1.1 million because Midwest Express had one aircraft
   dedicated to charter operations during the third quarter 1996 and did not
   have a dedicated aircraft in the third quarter 1995.  Revenue from cargo,
   mail and small parcel services increased $.4 million, or 15.2%, due to the
   flight schedule changes in May and September 1996.

   Operating Expenses
   1996 operating expenses increased by $13.0 million, or 23.0%, from 1995. 
   The increase was primarily the result of higher fuel prices, higher labor
   costs, Midwest Express' profit sharing programs, added costs of being a
   public company, and the service expansions in May and September 1996. 
   Cost per total ASM increased 3.8%, from 11.8 cents in 1995 to 12.3 cents
   in 1996.  

   Salaries, wages and benefits increased by $4.3 million, or 26.0%.  On a
   cost per total ASM basis, these costs increased 6.4%, from 3.4 cents in
   1995 to 3.6 cents in 1996.  Approximately $1.4 million of the labor cost
   change is due to increased labor rates.  Most of this change was due to an
   adjustment in pay scales for pilots and other operations employees at
   Midwest Express effective January 1, 1996.  These rate adjustments were
   implemented based upon industry salary surveys and management's desire to
   increase pay scales to maintain a competitive position within the
   industry.  Labor costs increased $1.6 million because of accruals for
   Midwest Express' profit sharing and management incentive programs that
   were implemented on January 1, 1996.  The profit sharing and incentive
   plans, which benefit substantially all Midwest Express employees, are
   based entirely on achieving certain levels of profitability, are payable
   annually and are accrued monthly based upon earnings to-date and projected
   results for the remainder of the year.  The labor cost increase also
   reflects the addition of approximately 204 full-time equivalent employees
   since September 30, 1995; 185 at Midwest Express and 19 at Skyway. Midwest
   Express added employees throughout the organization to support the
   aircraft placed in service during 1996.  In addition, positions were added
   as a result of the increased responsibilities of being a separate stand-
   alone company, higher passenger volumes and regulatory requirements. 
   Skyway added employees primarily in the operations function due to changes
   in regulatory requirements and to support flight schedule changes.

   Aircraft fuel and oil and associated taxes increased $3.6 million, or
   43.9%, in 1996. Into-plane fuel prices increased 23.3% in 1996, averaging
   74.5 cents per gallon in 1996 and 60.4 cents per gallon in 1995.  Of the
   price increase, 4.3 cents is attributable to the federal fuel excise tax
   surcharge that applied to airlines effective October 1, 1995.  Fuel
   consumption increased by 16.7% in the quarter, primarily because Midwest
   Express operated 22.5% more aircraft flight hours.  

   Commissions increased by $1.2 million, or 18.5%, primarily due to the
   20.0% increase in passenger revenue. 

   Maintenance costs increased by $1.3 million, or 30.1%, from 1995.  The
   increase was caused by more flight hours at Midwest Express, an increase
   in aircraft component repair costs, the short term lease of an engine
   through August 1996, and an increase in airframe overhaul accruals.  The
   latter cost increase is the result of plans to complete major airframe
   maintenance (D Checks) on several aircraft sooner than previously planned
   to facilitate aircraft maintenance and refurbishment scheduling.

   Aircraft rental costs increased by $.3 million in 1996.  Midwest Express
   is leasing three additional aircraft in 1996.  This increased cost was
   partially offset by lower lease costs for Skyway's fifteen turboprop
   aircraft that were refinanced in the second and third quarter 1996.

   Other operating expenses increased by $1.5 million, or 19.7%, from 1995. 
   The largest component of the increase was the added costs associated with
   being a public company.  These costs included expenditures or accruals for
   the annual report, external audit fees, investor relations, regulatory
   reporting, corporate communications, legal fees and other services.  Other
   cost increases included higher insurance costs because of more aircraft,
   additional overnight costs for flight crews associated with the May and
   September schedule changes, increased charter costs due to additional
   charter volume and increased booking fees due to higher passenger volumes. 
   These cost increases were partially offset by lower advertising and
   promotional costs in the third quarter.

   Interest Income
   Interest income for the third quarter 1995 relates to an intercompany cash
   management program the Company had with Kimberly-Clark prior to the
   Company's initial public offering (the "Offering").  Market rates of
   interest were earned on the amount of cash the Company had advanced to
   Kimberly-Clark.  Interest income in the third quarter 1996 reflects
   interest income the Company earned on cash and cash equivalents during the
   quarter.

   Other Income and Expense
   Other expenses in the third quarter 1995 include an employee stock grant
   of $.9 million and costs associated with the Offering of $.7 million. 

   Provision for Income Taxes
   Income tax expense for the third quarter 1996 was $5.2 million, a $1.5
   million increase from 1995.  The effective tax rates for the third quarter
   of 1996 and 1995 were 38.4% and 37.2%, respectively.  The lower effective
   tax rate in the third quarter 1995 was the result of the tax benefits of
   the employee stock grant, which was valued at cost for book purposes and
   at market rates on the date of the contribution for tax purposes.  For
   purposes of calculating the Company's income tax expense and effective tax
   rate for periods after the Offering, the Company treats amounts payable to
   an affiliate of Kimberly-Clark under a tax allocation and separation
   agreement entered into in connection with the Offering as if they were
   payable to taxing authorities.

   Net Income
   Net income for the third quarter increased $2.1 million from 1995.  The
   net income margin changed from 9.3% in 1995 to 10.1% in 1996.

                Nine Months Ended September 30, 1996 compared to 
                      Nine Months Ended September 30, 1995

   Operating Revenues
   Company operating revenues totalled $226.6 million for the nine months
   ended June 30, 1996, a $30.8 million, or 15.7%, increase over 1995. 
   Passenger revenues accounted for 91.4% of total revenues and increased
   $27.3 million, or 15.2%, from 1995 to $207.0 million.  The increase is
   attributable to a 6.0% increase in passenger volume, as measured by
   revenue passenger miles, and an 8.7% increase in revenue yield.

   Midwest Express passenger revenue increased by $23.6 million, or 15.3%,
   from 1995 to $178.3 million.  This increase was caused by a 4.3% increase
   in origin and destination passengers, an 8.9% increase in revenue yield
   and a 1.5% increase in average passenger trip length. Midwest Express
   capacity, as measured by scheduled service ASMs, increased 6.5%.  The
   increase in capacity is primarily due to the addition of two aircraft to
   scheduled service during May and September 1996, partly offset by flight
   cancellations caused by poor weather and lower aircraft utilization in the
   second quarter.   Load factor decreased from 64.8% in 1995 to 64.4% in
   1996.  Revenue yield increased primarily because of an improved
   competitive environment, most significantly the discontinuation by
   Continental Airlines of their "Lite" product in the second quarter 1995,
   and because of improved industry pricing.  Yield gains were broad-based,
   with almost every market realizing improvement.  
          
   Skyway passenger revenue increased by $3.7 million, or 14.6%, from 1995 to
   $28.7 million.  This increase was caused by a 5.2% increase in origin and
   destination passengers, a 6.0% increase in revenue yield and a 2.6%
   increase in average passenger trip length.  The volume increase was
   attributable to two aircraft that were placed in service in the second
   quarter of 1995 and to an increase in load factor, from 42.9% in 1995 to
   45.0% in 1996.  The improvement in load factor and yield resulted in an
   overall increase in total revenue per available seat mile of 11.4%.

   Revenue from other services increased $3.5 million, or 21.8%, in 1996. 
   The Midwest Express Mastercard program, initiated in October 1995,
   generated $3.0 million in revenue during the nine months ended September
   30, 1996.  Charter services revenue increased $.6 million year-to-date,
   reflecting the addition of a dedicated charter aircraft again in the
   second quarter 1996 after not having a dedicated charter aircraft since
   the second quarter 1995.  Revenue from other frequent flyer agreements
   increased $.3 million.  The revenue increase was partly offset by $1.3
   million less revenue from maintenance contract services, as the
   maintenance function was fully utilized to maintain Midwest Express
   aircraft in 1996 and completed fewer services for other airlines.  Revenue
   from cargo, mail and small parcel services increased $.5 million, or 6.5%.

   Operating Expenses
   1996 operating expenses increased $29.0 million, or 17.2%, from 1995,
   primarily due to higher fuel prices, higher labor costs, Midwest Express'
   profit sharing programs, added costs of being a public company, pre-
   operating costs associated with recently acquired aircraft, and the
   service expansions in May and September 1996.  Cost per total ASM
   increased 10.1%, from 11.3 cents in 1995 to 12.4 cents in 1996.

   Salaries, wages and benefits increased $10.4 million, or 22.1%, from 1995. 
   On a cost per total ASM basis these costs increased 14.8%, from 3.1 cents
   in 1995 to 3.6 cents in 1996.  Approximately $4.0 million of the labor
   cost change was due to increased labor rates.  Most of this change was due
   to an adjustment in pay scales for pilots and other operations employees
   as previously explained.  Labor costs increased $3.8 million because of
   accruals for Midwest Express' profit sharing and management incentive
   programs that were implemented on January 1, 1996.  The remainder of the
   change in labor costs was primarily due to an increase in the number of
   employees required due to expanded service and administrative
   requirements.

   Aircraft fuel and oil and associated taxes increased $7.8 million, or
   30.2%, from 1995.  Into-plane fuel prices increased 22.1% in 1996,
   averaging 73.6 cents per gallon in 1996 and 60.3 cents in 1995.  Of the
   13.3 cent increase, 4.3 cents is attributable to the federal fuel excise
   tax surcharge to which  airlines were subject beginning October 1, 1995. 
   Fuel consumption increased 6.8% because of a 2.3% increase in total
   aircraft flight hours primarily caused by the service expansions in May
   and September 1996.

   Commissions increased by $2.4 million, or 13.2%, due to increased
   passenger revenue.  Of the increase, $2.1 million related to increased
   travel agency commissions and $.3 million to increased credit card fees. 

   Dining services costs were almost identical in 1996 and 1995 despite
   volume increases. Total dining services costs (including food, beverages,
   linen, catering equipment and supplies) decreased from $11.44 per Midwest
   Express passenger in 1995 to $10.94 in 1996.  The decrease was primarily
   due to a reduction in costs following the negotiation of a long term
   contract with the primary food caterer for Midwest Express.  Reduced
   pricing was effective January 1, 1996.  The reduction in the cost per
   passenger was offset by increased passenger volume.

   Maintenance costs increased by $2.7 million, or 20.6%, from 1995.  Midwest
   Express maintenance costs increased by $1.9 million, or 17.5%, and Skyway
   maintenance costs increased $.8 million, or 33.4%.  The cost increase at
   Midwest Express was caused by 1.5% more total aircraft flight hours and an
   increase in aircraft component repair costs.  In addition, Midwest Express
   plans to complete major airframe maintenance (D Checks) on several
   aircraft sooner than previously planned to facilitate aircraft maintenance
   and refurbishment scheduling.  Maintenance accruals were increased to
   reflect this change.  Increased costs at Skyway were caused by a 3.2%
   increase in flight hours, the expiration of warranties on some aircraft,
   and higher component repair costs, primarily for scheduled propeller
   overhauls.

   Aircraft rental costs increased $.9 million, or 7.7%, in 1996.  The
   increase is primarily attributable to more aircraft in the fleet.  Midwest
   Express is leasing three additional aircraft in 1996 and Skyway added two
   aircraft in May 1995.

   Other operating expenses increased by $3.5 million, or 15.4%, from 1995. 
   The increase includes approximately $.6 million of costs associated with
   acquiring and transporting recently acquired Midwest Express aircraft from
   Asia to Milwaukee. Other significant cost increases included higher costs
   associated with being a public company, insurance for additional aircraft,
   increased passenger booking fees due to higher passenger volumes, more
   crew rooms due to flight schedule changes and higher charter costs due to
   increased charter volume.  The increased costs were partly offset by lower
   advertising and promotional expenditures.

   Interest Income
   Interest income in 1995 relates to an intercompany cash management program
   the Company had with Kimberly-Clark prior to the Offering in September
   1995.  Market rates of interest were earned on the amount of cash the
   Company had advanced to Kimberly-Clark.  Interest income in 1996 reflects
   interest income on the Company's cash and cash equivalents during the
   first nine months.

   Other Income and Expense
   Other expenses in 1996 primarily reflected the costs of the secondary
   public offering completed in the second quarter.  Other expenses in 1995
   include an employee stock grant of $.9 million and costs associated with
   the Offering of $.7 million.  

   Provision for Income Taxes
   Income tax expense for the first nine months 1996 was $11.2 million, an
   increase of $.9 million from 1995.  The effective tax rates for the first
   nine months 1996 and 1995 were 38.5% and 38.6%, respectively.  For
   purposes of calculating the Company's income tax expense and effective tax
   rate for periods after the Offering, the Company treats amounts payable to
   an affiliate of Kimberly-Clark under a tax allocation and separation
   agreement entered into in connection with the Offering as if they were
   payable to taxing authorities.
    
   Net Income
   Net income for the first nine months increased $1.6 million from 1995. 
   The net income margin decreased to 7.8% in 1996 from 8.3% in 1995.

                         Liquidity and Capital Resources

   The Company's cash and cash equivalents totalled $33.9 million at
   September 30, 1996 compared to $14.6 million at December 31, 1995.  Net
   cash provided by operating activities totalled $41.4 million for the nine
   months ended September 30, 1996.  Net cash used in investing activities
   totalled $94.4 million, primarily due to aircraft acquisitions and related
   modifications in 1996 of $85.6 million which were financed by or intended
   to be financed by sale and leaseback transactions and due to capital
   expenditures of $8.5 million.  Net cash provided by financing activities
   totalled $72.2 million, primarily due to proceeds from sale and leaseback
   transactions of $73.7 million offset by the purchase of treasury stock
   totalling $2.8 million.

   As of September 30, 1996, the Company operated in a positive working
   capital position at $6.2 million compared to a working capital deficit of
   $9.8 million at December 31, 1995, reflecting increased working capital
   provided by operations. Historically, the Company has operated with a
   working capital deficit and may do so in the future.

   The Company has no debt, other than its lease commitments.  As of
   September 30, 1996, the Company's two credit facilities, a $35.0 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 $7.8 million that reduce the amount of
   available credit.

   Capital expenditures totalled $8.5 million for the nine months ended
   September 30, 1996, not including aircraft acquisitions.  Capital
   expenditures primarily consisted of built-in engine overhauls, capitalized
   aircraft major maintenance, two spare aircraft engines, an aircraft hush
   kit, and telecommunication equipment.

   Aircraft acquisitions and modifications financed by or intended to be
   financed by sale and leaseback transactions totalled $85.6 million during
   the nine months ended September 30, 1996.  During the nine months ended
   September 30, 1996, the Company secured financing on the acquisition and
   related modifications of three newly acquired DC-9-30 aircraft and
   refinanced fifteen 19-seat aircraft under sale and leaseback transactions
   totalling $73.7 million.  During the remainder of 1996, the Company
   intends to finalize sale and leaseback transactions on two DC-9-30
   aircraft acquired during the year, in which case the Company would be
   reimbursed for approximately $8.8 million of related aircraft acquisition
   and modification costs incurred to September 30, 1996.  Three additional
   DC-9-30 aircraft acquired during the year will be financed in 1997.

   As of September 30, 1996, leases relating to five of Midwest Express' jet
   aircraft were guaranteed by Kimberly-Clark in return for a guarantee fee
   paid by the Company.  During October 1996, Midwest Express completed the
   purchase of two DC-9-30 aircraft, which had been under lease, pursuant to
   the exercise of purchase options.  After completing the purchase of these
   aircraft, only three aircraft remain subject to leases guaranteed by
   Kimberly-Clark.  Kimberly-Clark will continue to guarantee these leases
   until the end of the current lease terms.

   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 1997.

                              Pending Developments

   New Aircraft - Midwest Express' 23rd jet will enter service in late 1996
   and will be used in place of the carrier's two MD-88 aircraft during
   January and February 1997, when first one and then the other will be off-
   line for routine heavy maintenance.  Three DC-9 aircraft acquired during
   1996 will go into service during 1997 after extensive maintenance
   inspection and modification, hush kit installation and complete interior
   refurbishment.  The airline has not announced how it will utilize those
   aircraft.

   Labor Relations - In July 1995, Skyway pilots elected the Air Line Pilots
   Association ("ALPA") as the labor union representing them for collective
   bargaining purposes.  In October 1996, the Company and ALPA have jointly
   requested contract mediation by the National Mediation Board.

   Other Issues - The Company's Form 10-Q for the first quarter ended March
   31, 1996, disclosed certain issues relating to sales and income tax
   exposures.  These issues remain pending.  

   Item 6.   Exhibits and Reports on Form 8-K

        (a)  Exhibits

             The exhibits filed herewith or incorporated by reference are set
             forth on the attached Exhibit Index.

        (b)  Reports on Form 8-K

             No reports on Form 8-K were filed during the quarter ended
             September 30, 1996.

   <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:    November 5, 1996               By /s/ Timothy E. Hoeksema 
                                              Timothy E. Hoeksema
                                              Chairman of the Board,
                                              President and Chief Executive
                                              Officer


   Date:    November 5, 1996               By /s/ Robert S. Bahlman  
                                              Robert S. Bahlman
                                              Chief Financial Officer

   <PAGE>
                                  EXHIBIT INDEX



   Number         Description

      (27)   Financial Data Schedule.