FORM 10-Q/A

                       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, 1997

   [  ] 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 29, 1997, there were 6,330,863 shares of Common Stock, $.01
   par value, of the Registrant outstanding.  On April 23, 1997, 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 outstanding as of April 29, 1997, there would
   have been 9,496,245 shares of Common Stock outstanding.

   <PAGE>
                         MIDWEST EXPRESS HOLDINGS, INC.

                                   FORM 10-Q/A

                       For the period ended March 31, 1997


                                      INDEX


                         PART I - FINANCIAL INFORMATION

                                                               Page No.
    Item 1. 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
              Results of Operations and Financial Condition       7


                  PART II - OTHER INFORMATION

    Item 6.   Exhibits and Reports on Form 8-K                    14

    SIGNATURES                                                    15

    EXHIBIT INDEX                                                 16

   <PAGE>

   Items 1, 2 and 6 for the Form 10-Q are amended and restated in their
   entirety as follows:

   Part I  Item 1 - Financial Statements


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

                                                    Three Months Ended
                                                   1997          1996    
    Operating revenues:
        Passenger service                         $ 71,428      $ 60,915 
        Cargo                                        2,593         2,598 
        Other                                        5,899         3,095 
                                                   -------       ------- 
         Total operating revenues                   79,920        66,608 
                                                   -------       ------- 
    Operating expenses:                                    
        Salaries, wages and benefits                21,409        17,868 
        Aircraft fuel and oil                       13,402        10,302 
        Commissions                                  7,119         5,730 
        Dining services                              3,825         3,477 
        Station rental, landing and other
         fees                                        6,616         5,344 
        Aircraft maintenance materials and
         repairs                                     5,910         5,273 
        Depreciation and amortization                2,101         1,889 
        Aircraft rentals                             4,262         4,076 
        Other                                        8,803         8,233 
                                                   -------       ------- 
         Total operating expenses                   73,447        62,192 
                                                   -------       ------- 
    Operating income                                 6,473         4,416 
                                                   -------       ------- 
    Other income (expense):
        Interest income                                300           267 
        Other                                           (4)          (11)
                                                   -------       ------- 
           Total other income (expense)                296           256 
                                                   -------       ------- 
    Income before income taxes                       6,769         4,672 
    Provision for income taxes                       2,538         1,836 
                                                   -------       ------- 
    Net income                                    $  4,231       $ 2,836 
                                                   =======       ======= 
    Net income per common share                   $   0.45       $  0.29 
                                                    ======        ====== 

    Weighted average shares outstanding          9,495,623     9,642,857 
                                                 =========     ========= 


                 See notes to consolidated financial statements.

   <PAGE>
   Part I  Item 1 - Financial Statements

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

                                                 March 31,     December 31,
                                                    1997          1996     
                                                 (Unaudited)

                    ASSETS
    Current assets:
       Cash and cash equivalents                $  25,541      $  27,589
       Accounts receivable:
         Traffic, less allowance for
           doubtful accounts of $265 and
           $207 at March 31, 1997 and
           December 31, 1996, respectively          4,720          4,639
         Other receivables                            397            592
                                                  -------        -------
               Total accounts receivable            5,117          5,231
       Inventories                                  3,002          3,122
       Prepaid expenses                             6,051          4,247
       Deferred income taxes                        3,324          3,334
       Aircraft and modifications intended
        to be financed by sale and                       
        leaseback transactions                     14,108          9,046
                                                  -------        -------
               Total current assets                57,143         52,569
                                                  -------        -------
    Property and equipment, at cost               135,831        130,792
       Less accumulated depreciation               62,546         59,889
                                                  -------        -------
    Net property and equipment                     73,285         70,903
    Landing slots and leasehold rights,
     net                                            5,146          5,228
    Other assets                                      652            435
                                                  -------        -------
    Total assets                                 $136,226       $129,135
                                                  =======        =======
     LIABILITIES AND SHAREHOLDERS' EQUITY
    Current liabilities:
       Accounts payable                        $    3,634     $    3,684
       Income taxes payable                           914         -     
       Air traffic liability                       29,885         22,043
       Accrued liabilities:
           Scheduled maintenance expense            5,686          5,961
           Profit sharing                             964          5,345
           Vacation pay                             2,959          2,957
           Frequent Flyer awards                    2,925          2,869
           Other                                   14,244         15,504
                                                  -------        -------
               Total current liabilities           61,211         58,363
                                                  -------        -------
    Deferred income taxes                           9,930          9,894
    Noncurrent scheduled maintenance
     expense                                        7,206          7,771
    Accrued pension and other
     postretirement benefits                        6,733          6,138
    Other noncurrent liabilities                    6,542          6,628
                                                  -------        -------
    Total liabilities                              91,622         88,794
                                                  -------        -------
    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,
         9,642,857 shares issued                       96             96
       Additional paid-in capital                   9,515          9,513
              Treasury stock, at cost              (2,642)        (2,672)
       Retained earnings                           37,635         33,404
                                                  -------        -------
    Total shareholders' equity                     44,604         40,341
                                                  -------        -------
    Total liabilities and shareholders'
     equity                                      $136,226       $129,135
                                                  =======        =======


                 See notes to consolidated financial statements.


   <PAGE>

   Part I  Item 1 - Financial Statements

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


                                                   
                                                 Three Months Ended
                                                      March 31

                                                 1997          1996
   Operating activities:
     Net income                              $  4,231      $  2,836
     Items not involving the use of cash:
      Depreciation and amortization             2,101         1,889
      Deferred income taxes                        46          (756)
      Other                                     1,062           729
     Changes in operating assets
      and liabilities:
      Accounts receivable                         114         1,438
      Inventories                                 120           456
      Prepaid expenses                         (1,804)          666
      Accounts payable                            (50)         (709)
      Income taxes payable                        914         1,481
      Accrued liabilities                      (5,858)        4,186
      Air traffic liability                     7,842           432
                                              -------       -------
     Net cash provided by operating
      activities                                8,718        12,648
                                              -------       -------
   Investing activities:
     Capital expenditures                      (5,468)       (4,954)
     Aircraft acquisitions and
      modifications financed by or
     intended to be financed by
      sale and leaseback transactions          (5,063)       (3,449)
     Proceeds from sale of property
      and equipment                                 4            - 
     Other                                       (215)          (32)
                                              -------       -------
     Net cash used in investing
      activities                              (10,742)       (8,435)
                                              -------       -------
   Financing activities:
     Other                                        (24)        1,458
                                              -------       -------
     Net cash (used in) provided
      by financing activities                     (24)        1,458
                                              -------       -------
   Net (decrease) increase in cash
    and cash equivalents                       (2,048)        5,671

   Cash and cash equivalents,
    beginning of period                        27,589        14,626
                                              -------       -------
   Cash and cash equivalents,
    end of period                            $ 25,541     $  20,297
                                              =======       =======


                 See notes to consolidated financial statements.

   <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, 1997 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, 1996.  The results
       of operations for the three-month period ended March 31, 1997 are not
       necessarily indicative of the results for the entire fiscal year
       ending December 31, 1997.

       Stock Split 
       On April 23, 1997, 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 28 to shareholders
       of record as of May 12.  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 1997 first quarter operating income was $6.5 million, an
   increase of $2.1 million from the first quarter 1996.  Net income
   increased by $1.4 million, or 49.2%, to $4.2 million.  Year-to-date
   earnings per share were $.45, a $.16 or 52.3% increase over 1996 results.

   The Company's total revenue in the first quarter increased $13.3 million,
   or 20.0%, relative to the first quarter 1996, while operating costs
   increased by $11.2 million, or 18.1%.  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 during
   1996 and early 1997 and improved weather; and an increase in supplemental
   revenue from the Midwest Express credit card program and charter services. 
   The cost increases in the first quarter were the result of higher fuel,
   labor, commission and airport costs and expenses associated with service
   expansions since the first quarter 1996.  

   An increase in revenue yield was an important factor in the improved
   financial results.  For the first quarter, Midwest Express revenue yield
   increased 11.8% from 17.9 cents in 1996 to 20.0 cents in 1997.  Skyway
   yield increased 6.3%.  The yield gains were broad based, with almost every
   market, excluding the West Coast, realizing improvement.  The temporary
   suspension of the 10 percent federal excise tax from January 1 to March 7
   had a favorable, but not quantifiable, impact on yield during the first
   quarter 1997.

   Service expansions since the first quarter 1996 significantly contributed
   to the increase in revenue in the first quarter 1997.  The first quarter
   benefited from the service expansion in May 1996 when one DC-9 aircraft
   was placed in service and September 1996 when another DC-9 aircraft was
   placed in service.  Traffic also benefited from improved weather in the
   first quarter 1997.  Weather-related cancellations decreased from 2.7% of
   operations in the first quarter 1996 to 1.5% in 1997.

   Midwest Express' credit card and charter programs also favorably impacted
   financial results in the 1997 first quarter.  The credit card program,
   which was implemented in October 1995, generated $.6 million more revenue
   in the first quarter 1997 than in the first quarter 1996.  In addition,
   Midwest Express dedicated one aircraft to charter programs beginning in
   the second quarter 1996, resulting in charter revenue increasing $1.5
   million in 1997 over 1996.

   Negatively impacting operating income was an 18.1% increase in operating
   expenses.  Significant increases occurred in fuel, labor, commissions and
   airport costs, which are explained in the subsequent sections.

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

                                      Three Months Ended
                                          March 31,              %
                                       1997          1996      Change 

   Midwest Express Operations
   Origin & Destination Passengers    340,379      317,8897      .1%
   Revenue Passenger Miles (000s)     313,416      292,2587      .2%
   Scheduled Service Available Seat
    Miles  (000s)                     520,437       461,634    12.7%
   Total Available Seat Miles
    (000s)                            536,718       470,961    14.0%
   Load Factor (%)                      60.2%         63.3%    -3.1 pts
   Revenue Yield                       $0.200        $0.179    11.8%
   Cost per total ASM                  $0.121        $0.116     4.2%
   Average Passenger Trip Length        920.8         919.4     0.2%
   Number of Flights                    9,144         8,278    10.5%
   Into-plane Fuel Cost per Gallon     $0.804        $0.703    14.4%
   Full-time equivalent Employees
    at End of Period                    1,730         1,447    19.6%
   Aircraft in Service at End of
    Period                                 22            19    15.8%
   Skyway Airlines Operations
   Origin & Destination Passengers     68,782        72,932    -5.7%
   Revenue Passenger Miles (000s)      15,823        16,613    -4.8%
   Scheduled Service Available
    Seat Miles (000s)                  38,665        39,113    -1.1%
   Total Available Seat Miles (000s)   38,741        39,175    -1.1%
   Load Factor (%)                      40.9%         42.5%    -1.6 pts
   Revenue Yield                       $0.555        $0.522     6.3%
   Cost per total ASM                  $0.245        $0.214    14.1%
   Average Passenger Trip Length        230.0         227.8     1.0%
   Number of Flights                   10,073        10,396    -3.1%
   Into-plane Fuel Cost per Gallon     $0.858        $0.774    10.9%
   Full-time equivalent Employees
    at End of Period                      247           218    13.3%
   Aircraft in Service at End of
    Period                                 15            15      -  


     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.

                                       Three Months Ended March 31,
                                           1997                1996
                                  Per Total    % of     Per Total    % of
                                      ASM     Revenue       ASM    Revenue
    Operating revenues:
    Passenger service              $0.124     89.4%     $0.120      91.6%
    Cargo                           0.005      3.2%      0.005       3.8%
    Other                           0.010      7.4%      0.006       4.6%
                                  -------    ------    -------     ------
    Total operating revenues        0.139    100.0%      0.131     100.0%

    Operating expenses:
    Salaries, wages and
        benefits                    0.038     26.8%      0.035      26.7%
    Aircraft fuel and oil           0.023     16.8%      0.020      15.3%
    Commissions                     0.012      8.9%      0.011       8.4%
    Dining services                 0.007      4.8%      0.007       5.3%
    Station rental, landing
        and other fees              0.012      8.3%      0.011       8.4%
    Aircraft maintenance
        materials and repairs       0.010      7.4%      0.010       7.6%
    Depreciation and
        amortization                0.004      2.6%      0.004       3.1%
    Aircraft rentals                0.008      5.3%      0.008       6.1%
    Other                           0.015     11.0%      0.016      12.2%
                                  -------    ------   --------     ------
    Total operating expenses       $0.128     91.9%     $0.122      93.1%
                                  =======    ======   ========     ======
    Total ASMs (000s)             575,459              510,135


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



                  Three Months Ended March 31, 1997 Compared to
                        Three Months Ended March 31, 1996

   Operating Revenues
   Company operating revenues totalled $79.9 million in the first quarter
   1997, a $13.3 million or 20.0% increase over the first quarter 1996.
   Passenger revenues accounted for 89.4% of total revenues and increased
   $10.5 million, or 17.3%, from 1996 to $71.4 million.  The increase is
   attributable to a 6.6% increase in passenger volume, as measured by
   revenue passenger miles, and a 10.0% increase in revenue yield.

   Midwest Express passenger revenue increased by $10.4 million, or 19.9%,
   from 1996 to $62.6 million.  This increase was caused by a 7.1% increase
   in origin and destination passengers and an 11.8% increase in revenue
   yield.  Total capacity, as measured by scheduled service ASMs, increased
   12.7% because of the addition of aircraft in May and September 1996.  Load
   factor decreased from 63.3% in 1996 to 60.2% in 1997. The yield
   improvement was generally the result of an improved pricing environment in
   the industry and the temporary suspension of the 10% passenger ticket tax
   from January 1 to March 7, 1997.  

   Skyway passenger revenue increased by $.1 million, or 1.3%, from 1996 to
   $8.8 million.  This increase was caused by a 6.3% increase in revenue
   yield,  offset by a 5.7% decrease in origin and destination passengers. 

   Average passenger trip length increased 1.0%.  Total capacity decreased by
   1.1%.  Load factor decreased from 42.5% in 1996 to 40.9% in 1997. 
   Skyway's results were negatively impacted by schedule changes and
   increased competition in selected markets.

   Revenue from cargo, charter and other services increased $2.8 million in
   the first quarter 1997. Charter revenue increased $1.5 million because
   Midwest Express had one aircraft dedicated to charter operations during
   the first quarter 1997 and did not have a dedicated aircraft in the first
   quarter 1996.  Revenue from the Midwest Express MasterCard program
   increased $.6 million.

   Operating Expenses
   1997 operating expenses increased by $11.3 million, or 18.1%, from 1996. 
   The increase was primarily the result of higher costs associated with
   fuel, labor, commissions, airport costs and the service expansions since
   the first quarter 1996.  Cost per total ASM increased 4.7%, from 12.2
   cents in 1996 to 12.8 cents in 1997.  

   Salaries, wages and benefits increased by $3.5 million, or 19.8%.  On a
   cost per total ASM basis, these costs increased 6.2%, from 3.5 cents in
   1996 to 3.7 cents in 1997. The labor cost increase reflects the addition
   of approximately 312 full-time equivalent employees since March 31, 1996;
   283 at Midwest Express and 29 at Skyway.  Midwest Express added employees
   throughout the organization to support the aircraft placed in service
   during 1996 and 1997.  Skyway added employees primarily in the flight
   operations and maintenance functions.  The labor cost increase was also
   due to an adjustment in pay scales for most operations' employees at
   Midwest Express effective January 1, 1997.  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 $.4 million because of accruals for
   Midwest Express' profit sharing and management incentive programs.  The
   profit sharing and incentive plans, which benefit substantially all
   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. 

   Aircraft fuel and oil and associated taxes increased $3.1 million, or
   30.1%, in 1996. Into-plane fuel prices increased 14.1% in 1997, averaging
   80.8 cents per gallon in 1997 and 70.9 cents per gallon in 1996.  Fuel
   consumption increased by 14.1% in the quarter, primarily because Midwest
   Express operated 15.6% more aircraft flight hours.  Fuel costs in April
   1997 continued to trend downward, averaging 73.7 cents per gallon.

   Commissions increased by $1.4 million, or 24.2%, and 10.1% on a cost per
   total ASM basis.  The increase in passenger revenue of 17.3% directly
   impacted commission costs, but cost per total ASM increased primarily
   because of higher revenue yield.

   Maintenance costs increased by $.6 million, or 12.1%, from 1996.  The
   increase was caused by more flight hours at Midwest Express and an
   increase in the rate of engine overhaul accruals, offset by fewer
   unscheduled engine overhauls and a favorable MD-88 airframe overhaul
   adjustment.  The cost increase for engine overhaul accruals was the result
   of higher expected costs to complete future major engine maintenance.  The
   favorable MD-88 airframe overhaul adjustment was due to scheduled
   maintenance accruals exceeding the actual costs incurred in the first
   quarter 1997,  as both MD-88 aircraft had scheduled major maintenance.

   Station rental, landing and other fees increased by $1.3 million, or
   23.8%, from 1996.  The increase was caused by 10.5% more flight segments
   by Midwest Express, increasing costs for and usage of deicing fluid, and
   significantly higher airport costs primarily for purchased security
   services and landing fees.

   Depreciation and amortization increased by $.2 million, or 11.2%, from
   1996.  The increase was primarily the result of the depreciation
   associated with capital spending and the decision to exercise purchase
   options on two leased jet aircraft in October 1996, offset by two jet
   aircraft becoming fully depreciated during 1996.

   Aircraft rental costs increased by $.2 million in 1997 as a result of
   Midwest Express leasing four additional aircraft in 1997.  This increased
   cost was partially offset by lower lease costs for Skyway's 15 turboprop
   aircraft that were refinanced in the second and third quarter 1997 and the
   decision to exercise purchase options on two leased jet aircraft in
   October 1996.

   Other operating expenses increased by $.6 million, or 6.9%, from 1996. 
   Other cost increases included increased charter costs due to additional
   charter volume, higher property tax costs because of more aircraft,
   additional overnight costs for flight crews associated with flight
   schedule changes, and telecommunication costs.  These cost increases were
   partially offset by lower advertising, legal and headquarters relocation
   costs in the first quarter 1997.

   Provision for Income Taxes
   Income tax expense for the first quarter 1997 was $2.5 million, a $.7
   million increase from 1996. The effective tax rates for the first quarter
   of 1997 and 1996 were 37.5% and 39.3%, respectively.  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 $1.4 million from 1996.  The
   net income margin improved from 4.3% in 1996 to 5.3% in 1997.

                         Liquidity and Capital Resources

   The Company's cash and cash equivalents totalled $25.5 million at March
   31, 1997, compared to $27.6 million at December 31, 1996.  Net cash
   provided by operating activities totalled $8.7 million for the three
   months ended March 31, 1997.  Net cash used in investing activities
   totalled $10.7 million, primarily due to aircraft acquisitions and related
   modifications in 1997 of $5.1 million, which are intended to be financed
   by sale and leaseback transactions and due to capital expenditures of $5.5
   million.

   As of March 31, 1997, the Company had a working capital deficit of $4.1
   million versus a $5.8 million deficit on December 31, 1996.  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.

   The Company has no debt, other than its lease commitments.  As of March
   31, 1997, 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 $12.1 million that reduce the amount of
   available credit.  On April 30, 1997, the Company increased its revolving
   bank credit facility by $20.0 million.

   Capital expenditures totalled $5.5 million for the three months ended
   March 31, 1997, not including aircraft acquisitions.  Capital expenditures
   primarily consisted of the completion of Midwest Express' hangar
   expansion, the acquisition of an office building for Skyway, capitalized
   engine overhauls, capitalized aircraft major maintenance and one spare
   aircraft engine.

   Aircraft acquisitions and modifications intended to be financed by sale
   and leaseback transactions totalled $5.1 million during the three months
   ended March 31, 1997.  Modifications to aircraft not yet in service
   include maintenance inspection and modification, hush kit installation and
   complete interior refurbishment.  During the remainder of 1997, the
   Company intends to finalize sale and leaseback transactions on four DC-9-
   30 aircraft acquired in 1996, in which case the Company would be
   reimbursed for approximately $14.1 million of related aircraft acquisition
   and modification costs incurred to March 31, 1997. 

   As of March 31, 1997, 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.

   In December 1995, the Company announced a $5.0 million share repurchase
   program to be executed from time to time in the open market or in
   privately negotiated transactions.  As of March 31, 1997, the Company has
   purchased 103,700 shares at a cost of $2.8 million. It anticipates
   completing this share repurchase program during the remainder of 1997.

   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 - Four DC-9 aircraft acquired during 1996 will be placed into
   service during 1997 after maintenance inspection and modification, hush
   kit installation and complete interior refurbishment.  The first aircraft
   enables Midwest Express to provide year-round service to Orlando, Florida. 
   The second aircraft allows Midwest Express to initiate service between
   Kansas City and New York/LaGuardia.  The third aircraft will be placed
   into service late in the third quarter and plans for this aircraft have
   not been announced.  The fourth aircraft will initially be used as a
   maintenance spare.

   Stock Split - On April 23, 1997, 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 28 to shareholders
   of record as of May 12.  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
   dividend.

   Other Issues - The Company's annual report for the year ended December 31,
   1996, disclosed certain issues relating to the White House Commission on
   Aviation Safety and Security, labor relations and sales taxes.  These
   issues remain pending.   

   <PAGE>
   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
           March 31, 1997.

   <PAGE>
                                   SIGNATURES


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



                                           Midwest Express Holdings, Inc.


   Date:    June 15, 1997                  By /s/ Timothy E. Hoeksema   
                                                  Timothy E. Hoeksema
                                           Chairman of the Board, President
                                           and Chief Executive Officer

   Date:    June 15, 1997                  By /s/ Robert S. Bahlman      
                                                  Robert S. Bahlman
                                           Vice President, Chief Financial
                                           Officer, Treasurer and Controller

   <PAGE>

                                  EXHIBIT INDEX

   Number                          Description

     (4.1) Second Amendment to Credit Agreement, dated as of April 30,1997,
           amending the Credit Agreement dated September 27, 1995, as
           amended to date, among Midwest Express Holdings, Inc., Firstar
           Bank Milwaukee, N.A., M&I Marshall & Ilsley Bank, and Bank One,
           Milwaukee, N.A. *

    (10.1) Amendment No. 3, dated November 6, 1996, to Lease Agreement
           between Milwaukee County and Midwest Express, dated May 12,
           1988.*

    (10.2) Amendment No. 9, dated March 6, 1996, to Airline Lease, as
           amended, between Milwaukee County and Midwest Express, dated
           October 1, 1984.*

    (10.3) Amendment No. 1, dated October 5, 1995, to Lease Agreement
           between Milwaukee County and Midwest Express, dated May 12, 1988.

    (10.4) Amendment No. 2, dated January 8, 1996, to Lease Agreement
           between Milwaukee County and Midwest Express, dated May 12, 1988.

    (27.1) Financial Data Schedule for the quarter ended March 31, 1997.

    (27.2) Financial Data Schedule for the year ended December 31, 1996.

    (27.3) Financial Data Schedule for the nine months ended September 30,
           1996.

    (27.4) Financial Data Schedule for the six months ended June 30, 1996.

    (27.5) Financial Data Schedule for the quarter ended March 31, 1996.

   ______________
   *   Previously filed.