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, 1999

[ ]  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, 1999, there were 14,131,433  shares of Common Stock,  $.01 par
value, of the Registrant outstanding.


                                     Page 1
<PAGE>

                         MIDWEST EXPRESS HOLDINGS, INC.

                                    FORM 10-Q

                     For the period ended September 30, 1999


                                      INDEX


                         PART I - FINANCIAL INFORMATION



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

             Consolidated Statements of Income                                3

             Condensed Consolidated Balance Sheets                            4

             Consolidated Statements of Cash Flows                            5

             Unaudited Notes to Consolidated Financial Statements             6

     Item 2. Management's Discussion and Analysis of Results of
     ------  --------------------------------------------------
             Operations and Financial Condition                               8
             ----------------------------------

     Item 3. Quantitative and Qualitative Disclosures about Market Risk      19
     ------  ----------------------------------------------------------


                           PART II - OTHER INFORMATION

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

SIGNATURES                                                                   21


                                     Page 2
<PAGE>

Part I Item I - Financial Statements
<TABLE>
                                             MIDWEST EXPRESS HOLDINGS, INC.
                                            CONSOLIDATED STATEMENTS OF INCOME
                                    (Dollars in thousands, except per share amounts)
                                                       (Unaudited)
<CAPTION>
                                                                Three Months                    Nine Months
                                                                ------------                    -----------
                                                             Ended September 30,            Ended September 30,
                                                             ------------------             ------------------
                                                             1999            1998            1999           1998
                                                             ----            ----            ----           ----
Operating revenues:
<S>                                                       <C>             <C>             <C>            <C>
     Passenger service.............................       $106,251        $ 95,172        $303,156       $265,970
     Cargo ........................................          2,776           2,894           8,702          8,763
     Other ........................................          6,810           5,757          20,521         17,599
                                                          --------        --------        --------       --------
         Total operating revenues..................        115,837         103,823         332,379        292,332
                                                          --------        --------        --------       --------

Operating expenses:
     Salaries, wages and benefits..................         31,868          28,579          93,099         84,060
     Aircraft fuel and oil.........................         14,307          10,532          36,547         32,144
     Commissions...................................          8,190           8,434          23,571         23,187
     Dining services...............................          6,138           5,314          17,573         14,632
     Station rental, landing and other fees........          7,558           6,274          22,855         19,720
     Aircraft maintenance materials and repairs....         11,392          10,496          33,292         26,949
     Depreciation and amortization.................          3,359           2,615           9,452          7,364
     Aircraft rentals..............................          4,675           4,899          14,213         14,323
     Other.........................................         10,856           9,764          32,214         26,803
                                                          --------        --------        --------       --------
         Total operating expenses..................         98,343          86,907         282,816        249,182
                                                          --------        --------        --------       --------
Operating income...................................         17,494          16,916          49,563         43,150
                                                          --------        --------        --------       --------

Other income (expense):
     Interest income...............................            266             415             668          1,304
     Interest expense..............................            (67)            (70)           (204)          (211)
     Other.........................................            102             (19)             29            (57)
                                                          --------        --------        --------       --------
         Total other income........................            301             326             493          1,036
                                                          --------        --------        --------       --------

Income before income taxes.........................         17,795          17,242          50,056         44,186
Provision for income taxes.........................          6,673           6,447          18,771         16,551
                                                          --------        --------        --------       --------
Net income.........................................       $ 11,122        $ 10,795        $ 31,285       $ 27,635
                                                          ========        ========        ========       ========

Net income per common share - basic................       $    .79        $    .77        $   2.21       $   1.96
                                                          ========        ========        ========       ========
Net income per common share - diluted..............       $    .78        $    .75        $   2.19       $   1.93
                                                          ========        ========        ========       ========

</TABLE>
                       See notes to consolidated financial statements.


                                     Page 3
<PAGE>

Part I Item I - Financial Statements
<TABLE>
                                                  MIDWEST EXPRESS HOLDINGS, INC.
                                               CONDENSED CONSOLIDATED BALANCE SHEETS
                                                      (Dollars in thousands)
<CAPTION>
                                                                                              September 30,    December 31,
                                                                                                  1999            1998
                                                                                                  ----            ----
                                       ASSETS                                                 (Unaudited)

Current assets:
<S>                                                                                              <C>             <C>
     Cash and cash equivalents.............................................................      $ 29,260        $ 13,455
     Accounts receivable:..................................................................
         Traffic, less allowance for doubtful accounts of $107 and $251 at September 30,
           1999 and December 31, 1998, respectively........................................         7,654           5,450
         Other receivables.................................................................           262           3,804
                                                                                                 --------        --------
     Total accounts receivable.............................................................         7,916           9,254
     Inventories...........................................................................         6,178           4,020
     Prepaid expenses......................................................................         4,684           6,358
     Deferred income taxes.................................................................         4,502           5,521
     Aircraft and modifications intended to be financed by sale and leaseback transactions.             -             951
                                                                                                 --------        --------
Total current assets.......................................................................        52,540          39,559
                                                                                                 --------        --------
Property and equipment, at cost............................................................       299,843         243,284
     Less accumulated depreciation and amoritzation........................................        92,520          82,701
                                                                                                 --------        --------
Net property and equipment.................................................................       207,323         160,583
Landing slots and leasehold rights, net....................................................         4,327           4,572
Purchase deposits on flight equipment......................................................           800          13,383
Other assets...............................................................................         3,382           2,380
                                                                                                 --------        --------
Total assets...............................................................................      $268,372        $220,477
                                                                                                 ========        ========

                        LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable......................................................................       $ 5,754         $ 5,064
     Income taxes payable..................................................................            51           2,305
     Air traffic liability.................................................................        46,031          35,285
     Scheduled maintenance expense.........................................................         2,655           5,182
     Accrued liabilities...................................................................        35,994          34,185
                                                                                                 --------        --------
Total current liabilities..................................................................        90,485          82,021
                                                                                                 --------        --------
Long-term debt.............................................................................         3,112           3,206
Deferred income taxes......................................................................        13,844          13,647
Noncurrent scheduled maintenance expense...................................................        15,887          12,082
Accrued pension and other postretirement benefits..........................................         9,077           6,201
Other noncurrent liabilities...............................................................         5,741           5,688
                                                                                                 --------        --------
Total liabilities..........................................................................      $138,146        $122,845
                                                                                                 --------        --------
Shareholders' equity:
     Preferred stock, without par value, 5,000,000 shares authorized, no shares issued or
         outstanding.......................................................................             -               -
     Common stock, $.01 par value, 25,000,000 shares authorized, 14,540,531 shares
         issued in 1999 and 14,464,056 in 1998.............................................           145             145
     Additional paid-in capital............................................................        11,089           9,680
     Treasury stock, at cost...............................................................        (6,501)         (6,401)
     Retained earnings.....................................................................       125,493          94,208
                                                                                                 --------        --------
Total shareholders' equity.................................................................       130,226          97,632
                                                                                                 --------        --------
Total liabilities and shareholders' equity.................................................      $268,372        $220,477
                                                                                                 ========        ========

                                          See notes to consolidated financial statements.
</TABLE>


                                     Page 4
<PAGE>

Part I Item I - Financial Statements
<TABLE>
                                             MIDWEST EXPRESS HOLDINGS, INC.
                                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 (Dollars in thousands)
                                                       (Unaudited)
<CAPTION>
                                                                                        Nine Months Ended September 30,
                                                                                        -------------------------------
                                                                                            1999                1998
                                                                                            ----                ----
Operating activities:
<S>                                                                                      <C>                 <C>
     Net income.............................................................             $ 31,285            $ 27,635
     Items not involving the use of cash:
         Depreciation and amortization......................................                9,452               7,364
         Deferred income taxes..............................................                1,216              (3,576)
         Other..............................................................                4,415               3,637
     Changes in operating assets and liabilities:
         Accounts receivable................................................                1,338                (772)
         Inventories........................................................               (2,158)               (101)
         Prepaid expenses...................................................                1,674              (1,441)
         Accounts payable...................................................                  690                 245
         Income taxes payable...............................................               (2,254)              2,847
         Accrued liabilities................................................                3,301              10,266
         Air traffic liability..............................................               10,746               8,289
                                                                                         --------            --------
     Net cash provided by operating activities..............................               59,705              54,393
                                                                                         --------            --------
Investing activities:
     Capital expenditures...................................................              (62,413)            (75,482)
     Aircraft acquisitions and modifications financed by or intended to be
         financed by sale and leaseback transactions........................                    -                 557
     Proceeds from sale of property and equipment...........................                   58                 309
     Other..................................................................               (1,252)             12,868
                                                                                         --------            --------
     Net cash used in investing activities..................................              (63,607)            (61,748)
                                                                                         --------            --------
Financing activities:
     Proceeds from sale and leaseback transactions..........................               15,951               4,492
     Purchase of treasury stock.............................................                    -              (2,003)
     Other..................................................................                3,756                 767
                                                                                         --------            --------
Net cash provided by financing activities...................................               19,707               3,256
                                                                                         --------            --------
Net increase (decrease) in cash and cash equivalents........................               15,805              (4,099)
Cash and cash equivalents, beginning of period..............................               13,455              32,066
                                                                                         --------            --------
Cash and cash equivalents, end of period....................................             $ 29,260            $ 27,967
                                                                                         ========            ========

                                     See notes to consolidated financial statements.
</TABLE>


                                     Page 5
<PAGE>

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

1. Business and Basis of Presentation

      The  consolidated  financial  statements for the  nine-month  period ended
      September 30, 1999 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,  1998.  The results of  operations  for the  nine-month  period  ended
      September 30, 1999 are not  necessarily  indicative of the results for the
      entire fiscal year ending December 31, 1999.

2. New Accounting Standards

      In 1998,  the Financial  Accounting  Standards  Board issued SFAS No. 133,
      "Accounting  for  Derivative  Instruments  and  Hedging  Activities."  The
      Company is  currently  in the process of  evaluating  the  accounting  and
      disclosure  effects  of  this  Statement  and  anticipates   adopting  the
      Statement in the first quarter of 2001.

3. Reclassifications

      Certain   reclassifications   have  been  made  in  prior  year  financial
      statements to conform to the current year's presentation.

4. Segment Reporting

      Midwest Express Airlines,  Inc. and Astral Aviation,  Inc., doing business
      as Skyway Airlines, constitute the reportable segments of the Company. The
      Company's  reportable  segments  are  strategic  units  that  are  managed
      independently  because they provide different services with different cost
      structures  and  marketing   strategies.   Additional  detail  on  segment
      reporting is included in the Company's  Annual Report on Form 10-K for the
      year ended December 31, 1998.  Financial  information for the three months
      and nine months ended September 30 on the two operating segments,  Midwest
      Express and Astral, follows (in thousands):



                                     Page 6
<PAGE>
<TABLE>
<CAPTION>
                                                            Three Months Ended September 30, 1999
                                                            -------------------------------------

                                               Midwest Express            Astral        Elimination     Consolidation
                                               ---------------            ------        -----------     -------------
<S>                                                    <C>                <C>               <C>               <C>
Operating revenues...................                  105,352            11,317               (832)          115,837
Operating income.....................                   16,510               984                  -            17,494
Depreciation and amortization........                    3,157               202                  -             3,359
Interest income......................                      227               200               (161)              266
Interest expense.....................                      228                 -               (161)               67
Income before income taxes...........                   16,468             1,327                  -            17,795
Provision for income taxes...........                    6,175               498                  -             6,673
Total assets.........................                  258,063            24,310            (14,001)          268,372
Capital expenditures.................                   24,981             1,064                  -            26,045


<CAPTION>
                                                            Three Months Ended September 30, 1998
                                                            -------------------------------------
                                               Midwest Express            Astral        Elimination     Consolidation
                                               ---------------            ------        -----------     -------------
<S>                                                    <C>                <C>               <C>               <C>
Operating revenues...................                   93,238            11,692             (1,107)          103,823
Operating income.....................                   15,025             1,891                  -            16,916
Depreciation and amortization........                    2,442               173                  -             2,615
Interest income......................                      415               156               (156)              415
Interest expense.....................                      226                 -               (156)               70
Income before income taxes...........                   15,195             2,047                  -            17,242
Provision for income taxes...........                    5,679               768                  -             6,447
Total assets.........................                  204,806            21,226            (13,341)          212,691
Capital expenditures.................                   34,578               111                  -            34,689


<CAPTION>
                                                             Nine Months Ended September 30, 1999
                                                             ------------------------------------

                                               Midwest Express            Astral        Elimination     Consolidation
                                               ---------------            ------        -----------     -------------
<S>                                                    <C>                <C>               <C>               <C>
Operating revenues...................                  302,122            32,879             (2,622)          332,379
Operating income.....................                   47,182             2,381                  -            49,563
Depreciation and amortization........                    8,851               601                  -             9,452
Interest income......................                      628               483               (443)              668
Interest expense.....................                      647                 -               (443)              204
Income before income taxes...........                   47,051             3,005                  -            50,056
Provision for income taxes...........                   17,644             1,127                  -            18,771
Total assets.........................                  258,063            24,310            (14,001)          268,372
Capital expenditures.................                   60,151             2,262                  -            62,413


<CAPTION>
                                                             Nine Months Ended September 30, 1998
                                                             ------------------------------------

                                               Midwest Express            Astral        Elimination     Consolidation
                                               ---------------            ------        -----------     -------------
<S>                                                    <C>                <C>               <C>               <C>
Operating revenues...................                  263,502            31,882             (3,052)          292,332
Operating income.....................                   39,853             3,297                  -            43,150
Depreciation and amortization........                    6,854               510                  -             7,364
Interest income......................                    1,304               410               (410)            1,304
Interest expense.....................                      621                 -               (410)              211
Income before income taxes...........                   40,478             3,708                  -            44,186
Provision for income taxes...........                   15,161             1,390                  -            16,551
Total assets.........................                  204,806            21,226            (13,341)          212,691
Capital expenditures.................                   75,280               202                  -            75,482

</TABLE>

                                     Page 7
<PAGE>

Part I Item 2.

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

                              Results of Operations

Overview
--------
The Company's 1999 third quarter operating income was $17.5 million, an increase
of $.6 million from the third quarter 1998. Net income increased by $.3 million,
or 3.0%, to $11.1 million.  For the first nine months of 1999,  operating income
was $49.6  million,  an increase of $6.4  million  from 1998.  Year-to-date  net
income  increased  from $27.6 million to $31.3 million,  or 13.2%.  Year-to-date
diluted  earnings  per share were $2.19,  a $.26,  or 13.5%  increase  over 1998
results.

The Company's  total revenue in the third quarter  increased  $12.0 million,  or
11.6%, relative to the third quarter 1998. The increase in revenue was primarily
attributable  to  record  passenger  traffic  resulting  from  continued  strong
passenger  demand  for air  travel  and four  additional  aircraft  in  service.
Traffic,  as measured by  scheduled  service  revenue  passenger  miles  (RPMs),
increased 16.1%, while capacity increased 17.7%.  Operating income in comparison
to the previous year was negatively  impacted by the Northwest  Airlines and Air
Canada pilot strikes that benefited  third quarter 1998  operating  income by an
estimated $1.2 million. Revenue yield decreased 3.8% because a higher percentage
of  traffic  was  in  lower  yield   markets  such  as   Milwaukee-Phoenix   and
Milwaukee-Orlando,  and  because  of  competitive  pricing  pressure  in several
markets.  The  Company  realized  increased  revenue  from the  Midwest  Express
MasterCard program and frequent flyer partnership programs.

The Company's operating costs increased by $11.4 million, or 13.2%, in the third
quarter  primarily due to higher fuel prices and costs  associated with capacity
growth.  The Company placed four additional MD80 aircraft into scheduled service
since third quarter 1998. On a cost per available  seat mile (ASM) basis,  costs
decreased  from  12.5(cent)  in third  quarter 1998 to  12.1(cent)  in the third
quarter  1999, or 3.4%.  Excluding the impact of higher fuel prices,  unit costs
(cost per total ASM) decreased  5.7%. Unit costs decreased due to reduced profit
sharing  expenses at Midwest  Express,  lower travel agent  commission costs and
economies of scale  associated  with company  growth.  Unit costs were adversely
affected by reduced capacity due to a pilot shortage in August and September and
cancellations  caused by Hurricane Floyd.  Additional  detail on cost changes is
included in subsequent sections.


                                     Page 8
<PAGE>

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,
                                                            -------------                                 -------------
                                                                               %                                          %
                                                     1999          1998     Change *            1999         1998      Change *
                                                     ----          ----     ------              ----         ----      ------
Midwest Express Operations
--------------------------
<S>                                                <C>           <C>         <C>             <C>          <C>           <C>
Origin & Destination Passengers                    551,727       485,286     13.7            1,537,763    1,312,484     17.2
Revenue Passenger Miles (000s)                     521,222       444,579     17.2            1,465,682    1,209,059     21.2
Scheduled Service Available Seat Miles (000s)      766,277       644,906     18.8            2,233,314    1,839,701     21.4
Total Available Seat Miles (000s)                  769,658       651,038     18.2            2,250,883    1,861,471     20.9
Load Factor (%)                                       68.0%         68.9%    -0.9  pts.           65.6%        65.7%    -0.1  pts.
Revenue Yield                                       $0.182        $0.188     -3.0               $0.185       $0.194     -4.8
Cost per total ASM                                  $0.115        $0.120     -3.9               $0.113       $0.120     -5.7
Average Passenger Trip Length                        944.7         916.1      3.1                953.1        921.2      3.5
Number of Flights                                   11,635        10,739      8.3               34,050       30,659     11.1
Into-plane Fuel Cost per Gallon                     $0.637        $0.534     19.2               $0.560       $0.569     -1.6
Full-time Equivalent Employees at End of Period      2,360         2,066     14.2                2,360        2,066     14.2
Aircraft in Service at End of Period                    31            27     14.8                   31           27     14.8


Skyway Airlines Operations
--------------------------
Origin & Destination Passengers                     94,710        99,144     -4.5              267,760      255,313      4.9
Revenue Passenger Miles (000s)                      21,153        22,695     -6.8               60,622       58,835      3.0
Scheduled Service Available Seat Miles (000s)       41,205        41,332     -0.3              121,566      121,642     -0.1
Total Available Seat Miles (000s)                   41,340        41,473     -0.3              122,001      121,818      0.2
Load Factor (%)                                       51.3%         54.9%    -3.6  pts.           49.9%        48.4%     1.5  pts.
Revenue Yield                                       $0.530        $0.510      3.9               $0.537       $0.537      0.0
Cost per total ASM                                  $0.250        $0.236      5.8               $0.250       $0.235      6.5
Average Passenger Trip Length                        223.3         228.9     -2.4                226.4        230.4     -1.7
Number of Flights                                   11,209        11,148      0.5               32,800       32,589      0.6
Into-plane Fuel Cost per Gallon                     $0.776        $0.623     24.5               $0.659       $0.642      2.6
Full-time Equivalent Employees at End of Period        368           297     23.9                  368          297     23.9
Aircraft in Service at End of Period                    15            15        -                   15           15        -


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

              *  Percentage change calculations may not be recomputed due to rounding.
</TABLE>

                                     Page 9

<PAGE>

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

<CAPTION>
                                                 Three Months Ended September 30,              Nine Months Ended September 30,
                                                 --------------------------------              -------------------------------
                                                  1999                    1998                    1999                  1998
                                                  ----                    ----                    ----                  ----
                                        Per Total      % of      Per Total     % of      Per Total     % of     Per Total     % of
                                           ASM       Revenue       ASM       Revenue       ASM       Revenue      ASM       Revenue
                                           ---       -------       ---       -------       ---       -------      ---       -------
Operating revenues:
<S>                                       <C>         <C>         <C>          <C>        <C>        <C>         <C>          <C>
Passenger service                         $0.131       91.7%      $0.137       91.7%      $0.128      91.2%      $0.134       91.0%

Cargo                                     $0.003        2.4%       0.004        2.8%      $0.004       2.6%       0.004        3.0%

Other                                     $0.008        5.9%       0.008        5.5%      $0.009       6.2%       0.009        6.0%
                                          ------        ----       -----        ----      ------       ----       -----        ----
Total operating revenues                  $0.143      100.0%       0.150        100%      $0.140     100.0%       0.147        100%
                                          ------      ------       -----        ----      ------     ------       -----        ----

Operating expenses:

Salaries, wages and benefits              $0.039       27.5%       0.041       27.5%      $0.039      28.0%       0.042       28.8%

Aircraft fuel and oil                     $0.018       12.4%       0.015       10.1%      $0.015      11.0%       0.016       11.0%

Commissions                               $0.010        7.1%       0.012        8.1%      $0.010       7.1%       0.012        7.9%

Dining services                           $0.008        5.3%       0.008        5.1%      $0.007       5.3%       0.007        5.0%

Station rental, landing and other fees    $0.009        6.5%       0.009        6.0%      $0.010       6.9%       0.010        6.7%

Aircraft maintenance materials/repairs    $0.014        9.8%       0.015       10.1%      $0.014      10.0%       0.014        9.2%

Depreciation and amortization             $0.004        2.9%       0.004        2.5%      $0.004       2.8%       0.004        2.5%

Aircraft rentals                          $0.006        4.0%       0.007        4.7%      $0.006       4.3%       0.007        4.9%

Other                                     $0.013        9.4%       0.014        9.4%      $0.014       9.7%       0.014        9.2%
                                          ------        ----       -----        ----      ------       ----       -----        ----
Total operating expenses                  $0.121       84.9%      $0.126       83.5%      $0.119      85.1%      $0.126       85.2%
                                          ======       =====      ======       =====      ======      =====      ======       =====

Total ASMs (000s)                        810,998                 692,511               2,372,884              1,983,289


                 Note: Numbers, percents and totals in this table may not be recomputed due to rounding.
</TABLE>

                Three Months Ended September 30, 1999 Compared to
                      Three Months Ended September 30, 1998
                      -------------------------------------

Operating Revenues
------------------
Company  operating  revenues totaled $115.8 million in the third quarter 1999, a
$12.0 million, or 11.6% increase over the third quarter 1998. Passenger revenues
accounted for 91.7% of total  revenues and increased  $11.1  million,  or 11.6%,
from 1998 to $106.3 million.  The increase was  attributable to a 16.1% increase
in passenger volume, as measured by revenue passenger miles.

Midwest  Express  Airlines'  passenger  revenue  increased by $11.4 million,  or
13.7%, from 1998 to $95.0 million.  This increase was caused by a 13.7% increase
in origin and designation  passengers.  Total capacity, as measured by scheduled
service  ASMs,  increased  18.8% due to four  additional  aircraft in  scheduled
service during the past year. Load factor  decreased from 68.9% in 1998 to 68.0%
in 1999. Revenue yield decreased 3.0% because a higher percentage of traffic was
in lower yield  markets such as  Milwaukee-Phoenix  and  Milwaukee-Orlando,  and
because of competitive pricing pressure in several markets.


                                    Page 10
<PAGE>

Skyway passenger revenue  decreased by $.4 million,  or 3.1%, from 1998 to $11.2
million.  This  decrease was  primarily  caused by a 6.8%  decrease in passenger
volume,  as measured by revenue  passenger  miles,  offset by a 3.9% increase in
revenue yield.  Load factor  decreased from 54.9% to 51.3%,  the reduction being
directly  attributable to the impact of the Northwest  Airlines' pilot strike in
September 1998.

Revenue  from cargo,  charter and other  services  increased  $.9 million in the
third quarter 1999.  Midwest  Express  benefited from  increased  revenue of $.8
million from the Midwest Express MasterCard program,  $.4 million from increased
revenue from frequent flyer partnership  programs and $.3 million from increased
ground  handling  services  for  other  airlines.   Partially  offsetting  these
increases  were  decreases of $.5 million in charter  revenue and $.1 million in
cargo revenue.

Operating Expenses
------------------
1999 operating  expenses  increased by $11.4 million,  or 13.2%,  from 1998. The
cost  increase was  primarily  due to higher fuel prices and service  expansion.
Midwest  Express  operated  8.3% more  flights  during the  quarter and had four
additional  aircraft  in  service.  Cost per  total  ASM  decreased  3.4%,  from
12.5(cent) in 1998 to 12.1(cent) in 1999.

Salaries,  wages and benefits  increased by $3.3 million,  or 11.5%. Labor costs
increased  by $5.9 million due to the addition of  approximately  365  full-time
equivalent  employees (294 at Midwest  Express and 71 at Skyway) since September
30,  1998  and  increases  in  labor  rates.  Midwest  Express  added  employees
throughout  the  organization  to support the aircraft  placed in service during
1999;  Skyway  added  employees  to  support  ramp  and gate  operations  at the
Milwaukee airport and the start-up of the regional jet program.  These increases
were partially offset by a $2.6 million reduction in the profit sharing accrual.
The  profit  sharing  and  incentive  plans  which  benefit   substantially  all
employees,  and are dependent on achieving certain levels of profitability,  are
payable  annually and accrued  monthly  based on earnings to date and  projected
results  for the  remainder  of the year.  On a cost per total ASM basis,  labor
costs decreased 4.6%, from 4.1(cent) in 1998 to 3.9(cent) in 1999.

Aircraft fuel and oil and associated taxes increased $3.8 million,  or 35.8%, in
third quarter 1999. Fuel consumption  increased 13.4% in the quarter,  primarily
because  Midwest Express  operated 12.5% more aircraft flight hours.  Into-plane
fuel prices (which represent the Company's cost after the effect of any hedging)
increased 19.4% in 1999,  averaging 64.5(cent) per gallon for third quarter 1999
and 54.0(cent) per gallon for third quarter 1998. Fuel hedging programs resulted
in $.9 million  savings  during the quarter and $.2 million  savings in October.
The average  price would have been  69.0(cent)  per gallon in the third  quarter
1999 in the absence of hedging.  Into-plane  fuel prices in October 1999 trended
upward,  averaging  72.0(cent) per gallon. The Company manages the price risk of
fuel primarily by purchasing  caps,  which are commodity  options that establish
ceiling prices. The Company has hedged  approximately 28% of fourth quarter 1999
and 25% of first quarter 2000 forecasted fuel requirements.


                                    Page 11
<PAGE>

Commissions  decreased by $.2 million,  or 2.9%. This decrease was primarily due
to a cap placed on travel agent  commissions  of $25 one-way and $50 round trip,
which was  implemented  February  1, 1999 and was  partially  offset by an 11.6%
increase in passenger revenue. In addition,  the Company realized savings due to
increased travel booked directly through its  reservations  center,  the Midwest
Express Web site and other travel-related Web sites.  Commission costs decreased
17.1% on a cost per total ASM basis. On October 19, 1999, the Company  announced
the commission  rate  structure will be further  reduced from an 8% to a 5% base
commission,  with the maximum  travel  agent's  commission  remaining at $50 per
round trip or $25 for a one-way ticket.

Dining  services  costs  increased  by $.8  million,  or 15.5%,  from 1998.  The
increase was primarily  due to a 13.7%  increase in Midwest  Express  origin and
destination passengers and higher food and service prices. Dining services costs
decreased 1.4% on a cost per total ASM basis.

Station rental, landing and other fees increased by $1.3 million, or 20.5%, from
1998. On a cost per total ASM basis,  these costs  increased  2.9%. The increase
was caused by 8.3% more  flight  segments  at  Midwest  Express,  higher  ground
handling services costs and security fees.

Maintenance costs increased by $.9 million,  or 8.5%, from 1998. Midwest Express
continued to experience a significant number of airframe  maintenance,  aircraft
refurbishment  and heavy checks  requiring the extensive use of contract  labor.
Additionally,  the increase was caused by more flight hours at Midwest  Express.
Aircraft  maintenance  costs  decreased  from 1998  because  of $1.6  million of
incremental  costs for two  major  aircraft  maintenance  checks  that  required
outsourcing in the third quarter of 1998. Aircraft maintenance expense decreased
7.3% on a cost per total ASM basis,  but increased 8.0% if the 1998  incremental
costs are removed.

Depreciation and amortization increased by $.7 million, or 28.4%, from 1998. The
increase was primarily  the result of  depreciation  associated  with four MD-80
aircraft placed in service during the last year.

Aircraft rental costs decreased by $.2 million, or 4.6%, from 1998. The decrease
was a result of  renegotiating  the leases for two MD-88 aircraft  during second
quarter 1999.

Other costs  increased by $1.1 million,  or 11.2%,  from 1998.  Other  operating
expenses  consist  primarily of advertising and promotion,  insurance,  property
taxes,  reservation  fees,  administration  and other  items.  The  increase was
primarily due to higher  advertising to support new service,  higher legal fees,
higher  frequent  flyer  expenses,  higher booking fees  associated  with record
passenger  volume,  and increased  flight  simulator costs to support  increased
pilot training.  Other costs decreased 5.1% on a cost per total ASM basis due to
economies of scale  realized by adding  capacity  without  similar  increases in
overhead spending.

Provision for Income Taxes
--------------------------
Income tax  expense  for third  quarter  1999 was $6.7  million,  a $.2  million
increase  from 1998.  The  effective tax rates for the third quarter of 1999 and
1998  were  37.5%  and 37.4%


                                    Page 12
<PAGE>

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 third quarter increased $.3 million from 1998. The net income
margin decreased from 10.4% in 1998 to 9.6% in 1999.


                Nine Months Ended September 30, 1999 Compared to
                      Nine Months Ended September 30, 1998
                      ------------------------------------

Operating Revenues
------------------
Company  operating  revenues  totaled  $332.4  million for the nine months ended
September 30, 1999, a $40.0  million,  or 13.7%  increase  over 1998.  Passenger
revenue  accounted for 91.2% of total revenues and increased  $37.2 million,  or
14.0%,  from 1998 to $303.2  million.  The increase is  attributable  to a 20.4%
increase in passenger volume, as measured by revenue passenger miles,  partially
offset by a 5.3% decrease in revenue yield.

Midwest Express Airlines passenger revenue increased by $36.2 million, or 15.5%,
from 1998 to $270.6  million.  This  increase was caused by a 17.2%  increase in
origin and destination  passengers,  partially offset by a 4.8% deterioration in
revenue  yield.  Revenue  yield  decreased  primarily  due to  operating  larger
aircraft on certain routes, competitive pricing pressures in several markets and
increased  passenger  volume  in  lower-yield  markets.  Total  Midwest  Express
capacity,  as measured by scheduled  service ASMs,  increased 21.4%. Load factor
decreased from 65.7% in 1998 to 65.6% in 1999.

Skyway passenger revenue increased by $1.0 million,  or 3.0%, from 1998 to $32.6
million.  This increase was caused by a 4.9% increase in origin and  destination
passengers.  Revenue yield  remained  unchanged  from 1998 to 1999.  Load factor
increased from 48.4% in 1998 to 49.9% in 1999.

Revenue from cargo, charter and other services increased $2.9 million, or 10.8%,
in 1999.  Midwest  Express  benefited  from  increased  revenue from the Midwest
Express  MasterCard  program of $2.3  million,  $.8 million from the MCI calling
card program and $.5 million from ticket  exchange  fees.  These  increases were
partially offset by a $.8 million reduction in charter revenue.

Operating Expenses
------------------
1999  operating  expenses  increased  by $33.6  million,  or 13.5%,  from  1998,
primarily due to service expansion as total capacity, measured by available seat
miles,  increased by 20.1%. Cost per total ASM decreased 5.1% from 12.6(cent) in
1998 to 11.9(cent) in 1999.


                                    Page 13
<PAGE>

Salaries,  wages and benefits increased $9.0 million,  or 10.8%, from 1998. On a
cost per total ASM basis,  these costs decreased 7.4%, from 4.2(cent) in 1998 to
3.9(cent)  in  1999.   The  labor  cost   increase   reflects  the  addition  of
approximately 365 full-time  equivalent employees (294 at Midwest Express and 71
at Skyway)  since  September  30, 1998 and  increases  in labor  rates.  Midwest
Express added  employees  throughout  the  organization  to support the aircraft
placed in service  during  1999;  Skyway  added  employees  primarily to support
ground  service  operations  at the  Milwaukee  airport and the  start-up of the
regional jet program. Partially offsetting these increases were the accruals for
Midwest Express' profit sharing and management  incentive  programs,  which were
$3.8 million lower in 1999 than 1998. The profit sharing and incentive programs,
which benefit substantially all employees and are dependent on achieving certain
levels of  profitability,  are payable  annually  and accrued  monthly  based on
earnings to date and projected results for the remainder of the year.

Aircraft fuel and oil, and associated taxes increased $4.4 million, or 13.7%, in
1999.  Into-plane  fuel prices which reflect the Company's cost after the effect
of any hedging,  decreased 1.4% in 1999, averaging 56.6(cent) per gallon in 1999
and 57.4(cent) per gallon in 1998.  Fuel  consumption  increased  15.1% in 1999,
primarily because Midwest Express operated 14.6% more aircraft flight hours. The
Company's fuel hedging program resulted in a $1.7 million savings,  net of hedge
premium, through October 1999.

Commissions increased by $.4 million, or 1.7%, but decreased 15.0% on a cost per
total ASM basis. The increase was primarily due to a 14.0% increase in passenger
revenue,  partially offset by a cap on travel agent  commissions  implemented in
February 1999. The Company also realized  savings due to increased travel booked
directly  through the  reservations  center,  Midwest Express Web site and other
travel-related Web sites.

Dining  services  costs  increased by $2.9  million,  or 20.1%,  from 1998.  The
increase  was  primarily  due to the 17.2%  increase  in origin and  destination
passengers at Midwest Express.

Station rental, landing and other fees increased by $3.1 million, or 15.9%, from
1998. The increase was caused by 11.1% more flight  segments at Midwest  Express
and higher airport costs.  On a cost per total ASM basis,  these costs decreased
3.1%.

Maintenance  costs  increased by $6.3  million,  or 23.5%,  from 1998.  Aircraft
maintenance costs increased 3.3% on a cost per total ASM basis. The increase was
attributable  to more flight  hours at Midwest  Express,  an increase in accrual
rates for future  engine  overhauls and  higher-than-expected  costs for a major
aircraft maintenance check that required maintenance outsourcing.

Depreciation and amortization  increased $2.1 million,  or 28.4%, from 1998. The
increase  was  primarily  the  result of the  depreciation  associated  with the
additional aircraft placed in service.

Aircraft  rental costs  decreased $.1 million,  or .8%, from 1998. On a cost per
total ASM basis,  these costs  decreased  17.1%  because the  aircraft  added to
service have all been owned.


                                    Page 14
<PAGE>

Other  operating  expenses  increased  $5.4 million,  or 20.2%,  from 1998.  The
increase was primarily due to a $1.1 million  nonrecurring airport rental credit
received in 1998 from Milwaukee  County to distribute an airport rental surplus,
higher  professional and financial  services,  higher  advertising and promotion
spending,  higher booking fees, higher travel and entertainment expenses, higher
flight  simulator  rent costs and an increase in legal  services.  On a cost per
total ASM basis, these costs increased .5%.

Provision for Income Taxes
--------------------------
Income tax  expense  for the first  nine  months of 1999 was $18.8  million,  an
increase of $2.2 million from 1998.  The  effective  tax rate for the first nine
months 1999 and 1998 was 37.5%.

Net Income
----------
Net income for the first nine months  increased  $3.7 million from 1998. The net
income margin decreased to 9.4% in 1999 from 9.5% in 1998.


                         Liquidity and Capital Resources

The Company's cash and cash  equivalents  totaled $29.3 million at September 30,
1999,  compared to $13.5  million at December  31,  1998.  Net cash  provided by
operating  activities  totaled $59.7 million for the nine months ended September
30, 1999. Net cash used in investing activities totaled $63.6 million, primarily
due to  capital  expenditures  of $62.4  million,  including  $15.1  million  of
purchase deposits on flight equipment.

As of September  30, 1999,  the Company had a working  capital  deficit of $37.9
million versus a $42.5 million deficit on December 31, 1998. The working capital
deficit  is  primarily  due  to  the  Company's  air  traffic  liability  (which
represents  deferred  revenue  for advance  bookings,  whereby  passengers  have
purchased  tickets  for future  flights  and is  recognized  when the  passenger
travels).  Because of this, the Company  expects to operate at a working capital
deficit, which is common in the industry.

As of September 30, 1999, the Company had two credit facilities, a $55.0 million
revolving bank credit facility and a $20.0 million  secondary  revolving  credit
facility with Kimberly-Clark. The Company used the revolving credit agreement to
obtain  letters of credit  totaling  approximately  $9.9 million that reduce the
amount of  available  credit.  The  outstanding  letters  of credit  are used to
support  financing on the Company's  maintenance  facility and for various other
purposes. The Company borrowed and repaid $10.0 million under the revolving bank
credit facility in third quarter 1999 for short-term liquidity needs.

Net cash used for capital expenditures totaled $62.4 million for the nine months
ended September 30, 1999. Capital  expenditures  primarily consisted of aircraft
purchases and refurbishment costs. Other capital expenditures  included aircraft
engine  hush  kit  components,  capitalized  engine  overhauls,  acquisition  of
capitalized  spare parts, and construction of new gates at the Milwaukee airport
to support the Skyway  operation.  The  Company  anticipates  full-year  capital
spending to be


                                    Page 15
<PAGE>

approximately  $80.0 million,  excluding the five regional jets that the Company
is in process of acquiring.  To date,  the Company has leased these aircraft and
is planning to finance the remaining delivery in the same manner.

During 1997, the Company executed definitive purchase documents to acquire eight
McDonnell  Douglas MD-80 series aircraft.  The Company financed seven deliveries
using  internal cash flow,  and financed one MD-82 with a twelve-year  operating
lease in the third quarter 1999.

As of  September  30,  1999,  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 second quarter 2001.

The Company's Board of Directors has authorized a $15.0 million share-repurchase
program.  As of September 30, 1999, the Company has purchased a total of 418,625
shares of common stock at a cost of $6.8 million under the program.  However, no
shares were repurchased during the third quarter.


                              Pending Developments

This Form 10-Q  filing,  and  particularly  this Pending  Developments  section,
contains forward-looking statements that may state the Company's or management's
intentions,  hopes,  beliefs,  expectations or predictions for the future. It is
important to note that the Company's actual results could differ materially from
those  projected  results due to factors that  include,  but are not limited to,
uncertainties   related  to  general  economic  factors,   industry  conditions,
scheduling  developments,  government  regulations,  labor  relations,  aircraft
maintenance and  refurbishment  schedules,  potential delays related to acquired
aircraft,   fuel  prices  and  year  2000  compliance.   Additional  information
concerning  factors that could cause actual  results to differ  materially  from
those in the  forward-looking  statements is contained  from time to time in the
Company's SEC filings,  including  but not limited to the  Company's  prospectus
dated May 23, 1996 included in Registration Statement on Form S-1 No. 333-03325.

MD-80  Aircraft - During January 1999,  Midwest  Express placed into service the
second and third of eight MD-80 series  aircraft the Company  agreed to purchase
in 1997.  The fourth and fifth  aircraft  were placed into service in April 1999
and August 1999, respectively. The sixth aircraft is currently being refurbished
and has a scheduled  in-service  date of December  1999.  The seventh and eighth
aircraft were received in the third and early fourth quarter,  respectively, and
are  expected  to enter  service in the second  and third  quarter of 2000.  The
Company has financed seven deliveries with internal cash flow; a sale lease-back
transaction  was  completed in the third  quarter 1999 for the eighth  aircraft.
These aircraft will be used to increase  capacity on the Company's  high-traffic
routes and expand service in existing or new markets.


                                    Page 16
<PAGE>

In August  1999,  the  Company  signed a letter of intent to acquire  four MD-80
series aircraft  currently  operated by Scandinavian  Airlines System and made a
$.4 million deposit. A definitive purchase agreement is expected to be completed
in November 1999.  Assuming successful  completion of negotiations,  delivery of
the  aircraft is  anticipated  to begin in September  2000 and continue  through
November 2001. After refurbishment and modification, three aircraft are expected
to enter  scheduled  service in 2001, and the last in 2002. The Company  expects
that this project,  including aircraft  refurbishment,  modification and support
equipment,  will cost approximately  $60.0 million.  Financing  alternatives are
currently being evaluated.

Regional  Jets - In third  quarter 1999,  four of the five  Fairchild  Aerospace
328JET  aircraft the Company  agreed to purchase  were  financed  via  operating
leases.  The fifth 328JET  aircraft will be financed in the fourth quarter under
the same lease structure. Three aircraft were placed in service in October 1999,
and the remaining two aircraft are expected to be in service by the end of 1999.
The  32-passenger  aircraft  will  replace  DC-9 jet service in Grand Rapids and
Toronto, provide new service to Pittsburgh,  and supplement turboprop service on
select  flights  to four  Midwest  cities in the fourth  quarter  1999 and first
quarter  2000.  The  Company  expects  that  the cost of  these  five  aircraft,
including purchase price and support equipment,  will total  approximately $55.0
million.  The Company  also holds  options  for 10  additional  jet  aircraft to
support future growth, which are exercisable after January 1, 2001.

Headquarters  Building  Expansion - In July 1999, the Company  announced it will
add  a  55,000-square-foot   training  facility  to  its  Oak  Creek,  Wisconsin
headquarters.  Ground breaking for the building took place in October 1999, with
facility completion  anticipated in August 2000. The Company expects the cost of
this  project to be  approximately  $6.0  million and  anticipates  funding this
project by cash flows from operations.

Second Call  Center - In July 1999,  the  Company  announced  plans for a second
reservations  call center to be located in the Kansas City. The Company  expects
the cost of this  project to be less than $1.0  million and to be  completed  in
first quarter 2000.

Milwaukee Airport Business Club - In October 1999, the Company announced it will
open a business club at General Mitchell International Airport in Milwaukee. The
4,600-square-foot club is expected to open by mid-year 2000. The Company expects
the cost of this project to be $.6 million and anticipates  funding this project
by cash flow from operations.

Labor Relations - In December 1997,  Midwest Express pilots elected the Air Line
Pilots  Association  (ALPA),  a labor union,  for  representation  in collective
bargaining.  Negotiations began in August 1998. In February 1999, ALPA requested
assistance from the National  Mediation  Board. The Company and ALPA continue in
mediated negotiations.  In April 1999, Midwest Express flight attendants elected
the Association of Flight Attendants, AFL-CIO, a labor union, for representation
in collective bargaining. Negotiations have not yet begun.

Year  2000 - In  January  1998,  the  Company  created  an  executive  oversight
committee and a year 2000 project team.  With safety of the Company's  customers
and employees as the highest


                                    Page 17
<PAGE>

priority,  a  comprehensive  plan to address issues related to the impact of the
year 2000 was developed.  The Company's Year 2000 Project  involves five phases:
Awareness, Inventory/Assessment, Remediation, Validation and Implementation.

More than 24,000 items have been  inventoried  and assessed.  Items  inventoried
include, but are not limited to, aircraft components,  computers, elevators, jet
bridges,  ground  equipment,  telephones,  computer  applications  and HVAC.  An
extensive review of aircraft  components relative to flight safety was conducted
and both the Midwest  Express fleet of McDonnell  Douglas DC-9s and MD-80s,  and
Skyway  Airlines'  fleet of 15 Beechcraft  1900Ds are fully year 2000 compliant.
Skyway's new fleet of Fairchild 328 regional jets are being  delivered year 2000
compliant.

Substantially all internal systems - financial,  operational and non-information
technology  systems - have  been  inventoried,  assessed  and  remediated.  This
includes all operational  and  safety-related  systems.  The Company's one major
internally  developed  and  maintained  system  which  is used  for  purchasing,
inventory,  accounts payable,  and aircraft maintenance planning and records was
remediated, tested and successfully implemented on schedule in September 1999.

The Company  realizes  that  preparedness  is also  predicated  on many external
factors.  Therefore, the Company is actively contacting suppliers and vendors to
evaluate their respective levels of preparedness.  All of the Company's critical
business partners have been contacted.  The Company has received  favorable year
2000 readiness responses from all of its mission-critical vendors and suppliers,
and continues to follow up to ensure readiness  predictions are achieved.  These
efforts  are  designed  to  minimize  the  extent to which the  Company  will be
vulnerable to  suppliers'  failure to remediate  2000 issues.  The Company has a
contingency  plan in place for partners  who  unexpectedly  encounter  year 2000
issues.

The Company is also actively  involved with the Air Transport  Association (ATA)
in an airline  industry effort to identify  potential  year-2000-related  issues
within  the  industry  infrastructure,   including  common  vendors,  suppliers,
airports and  government  agencies such as the Federal  Aviation  Administration
(FAA). With the FAA having been certified year 2000 compliant in July, focus has
now turned to the nation's  airports.  Data being  accumulated  by ATA indicates
that airports are making significant progress in achieving year 2000 compliance,
and those  airports not already  compliant  have  appropriate  plans in place to
reach year 2000 compliance before year end.

The implications for the Company of the Company,  a critical vendor or supplier,
the FAA,  airports,  or other third parties not being prepared for the year 2000
could have a material  adverse  effect on the  Company,  resulting  in  customer
inconvenience, increased costs, grounded or delayed flights, or a degraded level
of safety. To be prepared to address  unexpected  occurrences,  the remainder of
the year will be devoted to reviewing  and/or  creating,  enhancing  and testing
contingency plans for those scenarios within the Company's control. However, due
to the complexity and  pervasiveness  of the year 2000 issue,  and in particular
the uncertainty regarding the compliance


                                    Page 18
<PAGE>

programs  of  third  parties,  no  assurance  can be given  that  the  Company's
compliance  plan will be achieved,  and actual  results could differ  materially
from those expected.

The  Company  has  spent $.7  million  through  September  1999 on the year 2000
project and estimates that the overall cost  associated with year 2000 readiness
will be $.8 million, approximately 50% of which is from reallocation of existing
internal  resources.  Costs  associated with year 2000 readiness are expensed as
incurred and have been funded using internal cash flow.

Other Issues - The Company's Annual Report for the year ended December 31, 1998,
disclosed  certain issues relating to the  maintenance  program and sales taxes.
These issues remain pending.


Item 3.  Quantitative and Qualitative Disclosures about Market Risk
------   ----------------------------------------------------------

There have been no material  changes in the Company's market risk since December
31, 1998.



                                    Page 19
<PAGE>

PART II - OTHER INFORMATION

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

         (a)   Exhibits
               --------

               (27)  Financial Data Schedule.


         (b)   Reports on Form 8-K
               -------------------

               No  reports  on Form 8-K were  filed  during  the  quarter  ended
               September 30, 1999.




                                    Page 20
<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 9, 1999                   By /s/  Timothy E. Hoeksema
      ----------------                      ---------------------------------
                                         Timothy E. Hoeksema
                                         Chairman of the Board, President and
                                         Chief Executive Officer


Date: November 9, 1999                   By /s/  Robert S. Bahlman
      ----------------                      ----------------------------------
                                         Robert S. Bahlman
                                         Senior Vice President and
                                         Chief Financial Officer



                                    Page 21
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.           Description
27                    Financial Data Schedule



                                    Page 22