FORM 10-Q/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 1 TO

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

     For the quarterly period ended June 30, 2002
                                      -------------

[ ]  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 Identification No.)
incorporation or organization)

                            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 July 31, 2002, there were 15,510,457 shares of Common Stock, $.01 par
value, of the Registrant outstanding.


<PAGE>

                                EXPLANATORY NOTE

     The undersigned registrant hereby amends its Quarterly Report on Form 10-Q
for the quarter ended June 30, 2002 to file additional exhibits. The amended
exhibit index shall read as follows:

Exhibit No.                               Description
-----------                               -----------

  (10.1)*           General Terms Agreement, dated August 13, 2001 (the "August
                    Terms Agreement"), between Rolls-Royce Corporation and
                    Astral Aviation, Inc. ("Astral") and Side Letter Number One
                    to the August Terms Agreement, dated August 13, 2001,
                    between Rolls-Royce Corporation and Astral.

  (10.2)*           Purchase Agreement DCT-043/01, dated August 13, 2001
                    ("Embraer Purchase Agreement"), between Embraer - Empresa
                    Brasileira de Aeronautica S.A. ("Embraer") and Astral;
                    Letter Agreement DCT-044/01, dated August 13, 2001 ("Embraer
                    Letter Agreement"), between Embraer and Astral relating to
                    Embraer Purchase Agreement, including Amendment No. 01 to
                    Embraer Letter Agreement, dated September 27, 2001, between
                    Embraer and Astral; Amendment No. 01 to Embraer Purchase
                    Agreement, dated September 27, 2001, between Embraer and
                    Astral; Amendment No. 02 to Embraer Purchase Agreement,
                    dated October 19, 2001, between Embraer and Astral; and
                    Amendment No. 03 to Embraer Purchase Agreement, dated March
                    6, 2002, between Embraer and Astral.

  (10.3)*           General Terms Agreement, dated April 11, 2002 (the "April
                    Terms Agreement"), between Rolls-Royce Deutschland Ltd & Co
                    KG ("Rolls-Royce") and Midwest Express Airlines, Inc.
                    ("Midwest Express") and Side Letter Agreement Number One to
                    the April Terms Agreement, dated April 12, 2002, between
                    Rolls-Royce and Midwest Express.

  (10.4)*           Aircraft General Terms Agreement Number AGTA-MWE, dated
                    September 28, 2001 (the "AGTA-MWE Terms Agreement"), among
                    The Boeing Company, and its wholly-owned subsidiary
                    McDonnell Douglas Corporation ("McDonnell"), and Midwest
                    Express; Letter Agreement (6-1162-RCN-1483) to the AGTA-MWE
                    Terms Agreement and 717 Purchase Agreement (defined below),
                    dated September 28, 2001 ("Letter Agreement No. 1 to
                    AGTA-MWE"), between McDonnell and Midwest Express; and
                    Letter Agreement (6-1162-RCN-1484) to the AGTA-MWE Terms
                    Agreement and 717 Purchase Agreement, dated September 28,
                    2001 ("Letter Agreement No. 2 to AGTA-MWE"), between
                    McDonnell and Midwest Express.

  (10.5)*           Purchase Agreement Number 2371, dated September 28, 2001
                    ("717 Purchase Agreement"), between McDonnell and Midwest
                    Express; Supplemental Agreement No. 1 to 717 Purchase
                    Agreement, dated April 12, 2002, between

<PAGE>

                    McDonnell and Midwest Express; Letter Agreement No. 1 to
                    AGTA-MWE (see above); Letter Agreement No. 2 to AGTA-MWE
                    (see above); Letter Agreement (6-1162-RCN-1497) to 717
                    Purchase Agreement, dated September 28, 2001, between
                    McDonnell and Midwest Express; Letter Agreement
                    (6-1162-RCN-1503) to 717 Purchase Agreement, dated September
                    28, 2001, between McDonnell and Midwest Express; Letter
                    Agreement (6-1162-RCN-1593) to 717 Purchase Agreement, dated
                    September 28, 2001, between McDonnell and Midwest Express;
                    Letter Agreement (6-1162-RCN-1476) to 717 Purchase
                    Agreement, dated September 28, 2001, between McDonnell and
                    Midwest Express; Letter Agreement (6-1162-RCN-1481R1)to 717
                    Purchase Agreement, dated April 12, 2002, between McDonnell
                    and Midwest Express; Letter Agreement (6-1162-RCN-1482) to
                    717 Purchase Agreement, dated September 28, 2001, between
                    McDonnell and Midwest Express; and Letter Agreement
                    (6-1162-MJB-002) to 717 Purchase Agreement, dated September
                    28, 2001, between McDonnell and Midwest Express.

  (99.1)            Written Statement of the Chairman of the Board, President
                    and Chief Executive Officer Pursuant to 18 U.S.C. Section
                    1350 (incorporated by reference to Exhibit 99.1 to the
                    Company's Quarterly Report on Form 10-Q for the quarter
                    ended June 30, 2001 (File No. 1-3934)).

  (99.2)            Written Statement of the Senior Vice President and Chief
                    Financial Officer Pursuant to 18 U.S.C. Section 1350
                    (incorporated by reference to Exhibit 99.2 to the Company's
                    Quarterly Report on Form 10-Q for the quarter ended June 30,
                    2001 (File No. 1-3934)).

-----------------------

     * Portions of this exhibit have been redacted and are subject to a
confidential treatment request filed with the Secretary of Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. The redacted material was filed separately with the Securities
and Exchange Commission.

     Except as noted herein, the registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2002 remains as originally filed with the Securities
and Exchange Commission on August 14, 2002.


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<PAGE>


                                   SIGNATURES


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


Dated:    August 16, 2002


                                         MIDWEST EXPRESS HOLDINGS, INC.



                                         By: /s/ Dennis J. O'Reilly
                                             -----------------------------------
                                             Dennis J. O'Reilly
                                             Treasurer and Director of Investor
                                             Relations



                                       3
<PAGE>

                                  EXHIBIT INDEX
                         MIDWEST EXPRESS HOLDINGS, INC.
                         QUARTERLY REPORT ON FORM 10-Q/A

                       FOR THE QUARTER ENDED JUNE 30, 2002

Exhibit No.                               Description
-----------                               -----------

  (10.1)*           General Terms Agreement, dated August 13, 2001 (the "August
                    Terms Agreement"), between Rolls-Royce Corporation and
                    Astral Aviation, Inc. ("Astral") and Side Letter Number One
                    to the August Terms Agreement, dated August 13, 2001,
                    between Rolls-Royce Corporation and Astral.

  (10.2)*           Purchase Agreement DCT-043/01, dated August 13, 2001
                    ("Embraer Purchase Agreement"), between Embraer - Empresa
                    Brasileira de Aeronautica S.A. ("Embraer") and Astral;
                    Letter Agreement DCT-044/01, dated August 13, 2001 ("Embraer
                    Letter Agreement"), between Embraer and Astral relating to
                    Embraer Purchase Agreement, including Amendment No. 01 to
                    Embraer Letter Agreement, dated September 27, 2001, between
                    Embraer and Astral; Amendment No. 01 to Embraer Purchase
                    Agreement, dated September 27, 2001, between Embraer and
                    Astral; Amendment No. 02 to Embraer Purchase Agreement,
                    dated October 19, 2001, between Embraer and Astral; and
                    Amendment No. 03 to Embraer Purchase Agreement, dated March
                    6, 2002, between Embraer and Astral.

  (10.3)*           General Terms Agreement, dated April 11, 2002 (the "April
                    Terms Agreement"), between Rolls-Royce Deutschland Ltd & Co
                    KG ("Rolls-Royce") and Midwest Express Airlines, Inc.
                    ("Midwest Express") and Side Letter Agreement Number One to
                    the April Terms Agreement, dated April 12, 2002, between
                    Rolls-Royce and Midwest Express.

  (10.4)*           Aircraft General Terms Agreement Number AGTA-MWE, dated
                    September 28, 2001 (the "AGTA-MWE Terms Agreement"), among
                    The Boeing Company, and its wholly-owned subsidiary
                    McDonnell Douglas Corporation ("McDonnell"), and Midwest
                    Express; Letter Agreement (6-1162-RCN-1483) to the AGTA-MWE
                    Terms Agreement and 717 Purchase Agreement (defined below),
                    dated September 28, 2001 ("Letter Agreement No. 1 to
                    AGTA-MWE"), between McDonnell and Midwest Express; and
                    Letter Agreement (6-1162-RCN-1484) to the AGTA-MWE Terms
                    Agreement and 717 Purchase Agreement, dated September 28,
                    2001 ("Letter Agreement No. 2 to AGTA-MWE"), between
                    McDonnell and Midwest Express.

  (10.5)*           Purchase Agreement Number 2371, dated September 28, 2001
                    ("717 Purchase Agreement"), between McDonnell and Midwest
                    Express; Supplemental Agreement No. 1 to 717 Purchase
                    Agreement, dated April 12, 2002, between

                                       4
<PAGE>

                    McDonnell and Midwest Express; Letter Agreement No. 1 to
                    AGTA-MWE (see above); Letter Agreement No. 2 to AGTA-MWE
                    (see above); Letter Agreement (6-1162-RCN-1497) to 717
                    Purchase Agreement, dated September 28, 2001, between
                    McDonnell and Midwest Express; Letter Agreement
                    (6-1162-RCN-1503) to 717 Purchase Agreement, dated September
                    28, 2001, between McDonnell and Midwest Express; Letter
                    Agreement (6-1162-RCN-1593) to 717 Purchase Agreement, dated
                    September 28, 2001, between McDonnell and Midwest Express;
                    Letter Agreement (6-1162-RCN-1476) to 717 Purchase
                    Agreement, dated September 28, 2001, between McDonnell and
                    Midwest Express; Letter Agreement (6-1162-RCN-1481R1) to 717
                    Purchase Agreement, dated April 12, 2002, between McDonnell
                    and Midwest Express; Letter Agreement (6-1162-RCN-1482) to
                    717 Purchase Agreement, dated September 28, 2001, between
                    McDonnell and Midwest Express; and Letter Agreement
                    (6-1162-MJB-002) to 717 Purchase Agreement, dated September
                    28, 2001, between McDonnell and Midwest Express.

  (99.1)            Written Statement of the Chairman of the Board, President
                    and Chief Executive Officer Pursuant to 18 U.S.C. Section
                    1350 (incorporated by reference to Exhibit 99.1 to the
                    Company's Quarterly Report on Form 10-Q for the quarter
                    ended June 30, 2001 (File No. 1-3934)).

  (99.2)            Written Statement of the Senior Vice President and Chief
                    Financial Officer Pursuant to 18 U.S.C. Section 1350
                    (incorporated by reference to Exhibit 99.2 to the Company's
                    Quarterly Report on Form 10-Q for the quarter ended June 30,
                    2001 (File No. 1-3934)).

-----------------------
* Portions of this exhibit have been redacted and are subject to a confidential
treatment request filed with the Secretary of Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
The redacted material was filed separately with the Securities and Exchange
Commission.


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