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 June 30, 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 July 31, 1997, there were 9,483,866 shares of Common Stock, $.01 par
   value, of the Registrant outstanding.

   <PAGE>
                         MIDWEST EXPRESS HOLDINGS, INC.

                                    FORM 10-Q

                       For the period ended June 30, 1997



                                      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                      7

   PART II - OTHER INFORMATION

   Item 1.     Legal Proceedings                                         16

   Item 4.     Submission of Matters to a Vote of Security
                Holders                                                  16

   Item 6.     Exhibits and Reports on Form 8-K                          17

   SIGNATURES                                                            18

   EXHIBIT INDEX                                                         19 


   <PAGE>

   Part I  Item I - Financial Statements

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


                                  Three Months Ended      Six Months Ended
                                   1997        1996       1997        1996   
                                                                
    Operating revenues:
    Passenger service . . . .    $ 76,419    $ 70,209   $147,847    $131,124
    Cargo . . . . . . . . . .       2,699       2,843      5,292       5,441
    Other . . . . . . . . . .       4,226       3,793     10,125       6,888
                                  -------     -------    -------     -------
    Total operating revenues       83,344      76,845    163,264     143,453
                                  -------     -------    -------     -------
    Operating expenses:                                                     
    Salaries, wages and
     benefits . . . . . . . .      21,154      19,098     42,562      36,966
    Aircraft fuel and oil . .      11,960      11,277     25,362      21,579
    Commissions   . . . . . .       8,064       7,350     15,183      13,080
    Dining services . . . . .       4,362       3,880      8,188       7,357
    Station rental, landing
     and other fees . . . . .       5,768       5,193     12,384      10,537
    Aircraft maintenance
     materials and repairs  .       8,353       4,769     14,263      10,042
    Depreciation and
     amortization . . . . . .       2,147       1,862      4,248       3,751
    Aircraft rentals  . . . .       4,312       4,072      8,574       8,148
    Other . . . . . . . . . .       8,717       8,749     17,520      16,982
                                  -------     -------    -------     -------
    Total operating expenses       74,837      66,250    148,284     128,442
                                  -------     -------    -------     -------
    Operating income                8,507      10,595     14,980      15,011
                                  -------     -------    -------     -------
    Other income (expense):
        Interest income               339         255        639         522
        Other                         (16)       (153)       (20)       (164)
                                    ------    -------     -------    -------
    Total other income
     (expense)  . . . . . . .         323        102         619         358
    Income before income
     taxes  . . . . . . . . .       8,830     10,697      15,599      15,369
    Provision for income
     taxes  . . . . . . . . .       3,232      4,107       5,770       5,943
                                  -------    -------     -------     -------
    Net income                   $  5,598   $  6,590    $  9,829    $  9,426
                                  =======    =======     =======     =======
    Net income per common
     share                       $    .59   $    .69    $   1.04    $    .98
                                  =======    =======      ======     =======



                 See notes to consolidated financial statements.

   <PAGE>

   Part I  Item I - Financial Statements


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

                                                  June 30,      December 31,
                                                    1997           1996     
                                                 (Unaudited)

                     ASSETS
    Current assets:
    Cash and cash equivalents . . . . . . .        $  22,623       $  27,589
    Accounts receivable:
      Traffic, less allowance for doubtful
        accounts of $261 and $207 at June 30,
        1997 and December 31, 1996,
        respectively. . . . . . . . . . . .            4,910           4,639
    Other receivables                                  1,184             592
                                                     -------         -------
      Total accounts receivable . . . . . .            6,094           5,231
    Inventories . . . . . . . . . . . . . .            3,570           3,122
    Prepaid expenses                                   4,909           4,247
    Deferred income taxes . . . . . . . . .            3,190           3,334
    Aircraft and modifications intended to
     be financed by sale and leaseback
     transactions . . . . . . . . . . . . .           16,079           9,046
                                                     -------        --------
      Total current assets  . . . . . . . .           56,465          52,569
                                                     -------        --------
    Property and equipment, at cost . . . .          145,140         130,792
    Less accumulated depreciation . . . . .           65,627          59,889
                                                     -------        --------
    Net property and equipment  . . . . . .           79,513          70,903
    Landing slots and leasehold rights, net            5,064           5,228
    Other assets. . . . . . . . . . . . . .              840             435
                                                     -------        --------
    Total assets  . . . . . . . . . . . . .         $141,882        $129,135
                                                     =======        ========
      LIABILITIES AND SHAREHOLDERS' EQUITY
    Current liabilities:
    Accounts payable  . . . . . . . . . . .       $    4,304      $    3,684
    Income taxes payable  . . . . . . . . .              894          -     
    Air traffic liability . . . . . . . . .           29,412          22,043
    Accrued liabilities                               27,521          32,636
                                                     -------         -------
      Total current liabilities . . . . . .           62,131          58,363
                                                     -------         -------
    Deferred income taxes . . . . . . . . .            8,946           9,894
    Other noncurrent liabilities  . . . . .           20,578          20,537
                                                     -------         -------
    Total liabilities . . . . . . . . . . .           91,655          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, 9,642,807 shares
     issued                                               96              64
    Additional paid-in capital  . . . . . .            9,522           9,545
    Treasury stock, at cost                           (2,623)         (2,672)
    Retained earnings . . . . . . . . . . .           43,232          33,404
    Total shareholders' equity  . . . . . .           50,227          40,341
    Total liabilities and shareholders'
     equity . . . . . . . . . . . . . . . .         $141,882        $129,135


                 See notes to consolidated financial statements.

   <PAGE>

   Part I  Item I- Financial Statements


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

                                                             
                                                      Six Months Ended
                                                           June 30,
                                                       1997        1996
   Operating activities:
      Net income . . . . . . . . . . . . . . . . . . $  9,829    $  9,426
      Items not involving the use of cash:
        Depreciation and amortization  . . . . . . .    4,249       3,751
        Deferred income taxes  . . . . . . . . . . .     (804)       (769)
        Other  . . . . . . . . . . . . . . . . . . .    2,085       1,667
      Changes in operating assets and liabilities:
        Accounts receivable  . . . . . . . . . . . .     (863)      2,117
        Inventories  . . . . . . . . . . . . . . . .     (448)         (3)
        Prepaid expenses . . . . . . . . . . . . . .     (662)        482
        Accounts payable . . . . . . . . . . . . . .      620        (895)
        Income taxes payable . . . . . . . . . . . .      894         779
        Accrued liabilities  . . . . . . . . . . . .   (5,115)      6,058
        Air traffic liability  . . . . . . . . . . .    7,369       2,263
                                                      -------     -------
      Net cash provided by operating activities  . .   17,154      24,876
                                                      -------     -------
   Investing activities:
      Capital expenditures . . . . . . . . . . . . .  (14,791)     (4,297)
      Aircraft acquisitions and modifications
        financed by or intended to be financed by
        sale and leaseback transactions  . . . . . .   (8,299)    (71,410)
      Proceeds from sale of property and equipment .       11           4
      Other  . . . . . . . . . . . . . . . . . . . .     (405)       (182)
                                                      -------     -------
      Net cash used in investing activities  . . . .  (23,484)    (75,885)
                                                      -------     -------
   Financing activities:
      Proceeds from sale and leaseback transactions     1,266      45,785
      Other  . . . . . . . . . . . . . . . . . . . .       98         681
                                                      -------     -------
      Net cash provided by financing activities  . .    1,364      46,466
                                                      -------     -------
   Net decrease in cash and cash equivalents . . . .   (4,966)     (4,543)

   Cash and cash equivalents, beginning
      of period  . . . . . . . . . . . . . . . . . .   27,589      14,626
                                                      -------     -------
   Cash and cash equivalents, end of period  . . . . $ 22,623   $  10,083
                                                      =======     =======

                 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 six-month period ended
      June 30, 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 six-month period ended June 30, 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 were 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.
       
   2. Financing Agreements

      In May 1997, the Company amended its revolving credit facility with
      three banks extending its available credit to $55,000,000.

   3. Commitments and Contingencies

      As discussed in Note 11 to the Company's consolidated financial
      statements for the year ended December 31, 1996 and in Item 3 of the
      Company's Annual Report on Form 10-K for that year, a Commissioner of
      the Equal Employment Opportunity Commission ("EEOC") filed charges
      against the Company on July 8, 1992.   On May 30, 1997, the EEOC
      commenced litigation in the federal District Court for the Eastern
      District of Wisconsin relating to such charges seeking compensatory and
      punitive damages in unspecified amounts for its claimants.  The
      litigation involves a smaller number of claimants than the original
      charges.  When the Company responds to the complaint in the litigation,
      the Company will deny the EEOC's allegations, and the Company intends
      to vigorously defend itself against the charges unless a settlement can
      be reached that would make it economically impractical to contest the
      charges.  The accompanying financial statements do not reflect any
      liability with respect to the EEOC's claims, and the Company does not
      believe the amount of any settlement or adverse judgment would be
      material to the Company.

   4. New Accounting Standards 

      In February 1997, the Financial Accounting Standards Board issued
      Statement No. 128, Earnings per Share, which is required to be adopted
      on December 31, 1997.  At that time, the Company will be required to
      change the method currently used to compute earnings per share and to
      restate all prior periods.  The impact of adopting Statement 128 on the
      calculation of earnings per share for the six months ended June 30,
      1997 and June 30, 1996 would not be material.
       
       
   Part I  Item 2.

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

                              Results of Operations
   Overview
   The Company's 1997 second quarter operating income was $8.5 million, a
   decrease of $2.1 million from the second quarter 1996.  Net income
   decreased by $1.0 million, or 15.1%, to $5.6 million. For the first six
   months of 1997 and 1996, operating income was $15.0 million.  Year-to-date
   net income increased from $9.4 million to $9.8 million, or 4.3%.  Year-to-
   date earnings per share were $1.04, a $.06, or 6.1%, increase over 1996
   results.

   Although the Company's total revenue in the second quarter increased $6.5
   million, or 8.5%, relative to the second quarter 1996, operating costs
   increased by $8.6 million, or 13.0%.  The increase in revenue was
   primarily attibutable to record passenger traffic, which increased 15.5%. 
   The Company had two additional aircraft in scheduled service during the
   quarter, with the principal new routes being Milwaukee- Orlando, Kansas City-
    Boston and Kansas City-New York LaGuardia.  Offsetting the improvements
   in passenger traffic was a 5.8% decrease in revenue yield.  The yield
   reduction resulted from the reinstatement of the 10% federal excise tax on
   passenger travel on March 7, 1997, which was temporarily suspended during
   much of 1996.  In addition, the Company incurred competitive pricing
   pressure on a number of routes, particularly West Coast markets.  Finally,
   yield decreased as a result of a change in product mix.  As anticipated,
   each of the new routes added by the Company had lower revenue yields than
   the system average.  The Company believes that from an overall profit
   perspective, the lower revenue yield will be offset, at least by some
   extent by a longer aircraft stage length and higher load factors on these
   routes.

   The Company's costs were affected by an unscheduled engine repair, which
   impacted operating income by $1.3 million in the quarter, or $.08 per
   share.  Costs were also affected by an unanticipated delay in completing
   several new aircraft modifications and refurbishments as initially
   scheduled.  This delay caused the Company to temporarily use the one
   aircraft dedicated to the charter program for scheduled service.  In
   addition, the delay caused a temporary excess in aircraft flight crews and
   other costs.  Additional detail on cost changes is included in subsequent
   sections.

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

   <TABLE>
   <CAPTION>
                                                                            
                                                 Three Months Ended June 30,                 Six Months Ended June 30,
                                                                           %                                           %  
                                              1997           1996       Change         1997             1996         Change

     <S>                                     <C>            <C>          <C>        <C>               <C>             <C>
     Midwest Express Operations
     Origin & Destination Passengers         400,831        349,723      14.6         741,210         667,612         11.0
     Revenue Passenger Miles (000s)          362,070        310,152      16.7         675,487         602,410         12.1
     Scheduled Service Available Seat
      Miles (000s)                           548,071        470,675      16.4       1,068,508         932,308         14.6
     Total Available Seat Miles
      (000s)                                 553,638        479,298      15.5       1,090,356         950,258         14.7
     Load Factor (%)                           66.1%          65.9%       0.2           63.2%           64.6%         -1.4
     Revenue Yield                            $0.185         $0.195      -5.1          $0.192          $0.187          2.6
     Cost per total ASM                       $0.120         $0.123      -2.3          $0.120          $0.119          0.8
     Average Passenger Trip Length             903.3          886.9       1.8           911.3           902.3          1.0
     Number of Flights                         9,688          8,480      14.2          18,832          16,758         12.4
     Into-plane Fuel Cost per Gallon          $0.725         $0.748      -3.0          $0.765          $0.726          5.4
       Full-time equivalent Employees
       at End of Period                        1,820          1,507      20.8           1,820           1,507         20.8
     Aircraft in Service at End of
      Period                                      23             21       9.5              23              21          9.5

     Skyway Airlines Operations
     Origin & Destination Passengers          76,140         79,633      -4.4         144,922         152,565         -5.0
     Revenue Passenger Miles (000s)           17,803         18,609      -4.3          33,626          35,222         -4.5
     Scheduled Service Available Seat
      Miles (000s)                            39,382         39,594      -0.5          78,048          78,707         -0.8
     Total Available Seat Miles
      (000s)                                  39,488         39,675      -0.5          78,229          78,851         -0.8
     Load Factor (%)                           45.2%          47.0%      -1.8           43.1%           44.8%         -1.7
     Revenue Yield                            $0.532         $0.524       1.5          $0.543          $0.523          3.7
     Cost per total ASM                       $0.239         $0.211      13.0          $0.242          $0.213         13.6
     Average Passenger Trip Length             233.8          233.7       0.0           232.0           230.9          0.5
     Number of Flights                        10,356         10,168       1.8          20,429          20,564         -0.7
     Into-plane Fuel Cost per Gallon          $0.760         $0.803      -5.4          $0.809          $0.789          2.6
       Full-time equivalent Employees
       at End of Period                          247            244       1.2             247             244          1.2
     Aircraft in Service at End of
      Period                                      15             15     --                 15              15        --   

   </TABLE>

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


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

   <TABLE>
   <CAPTION>
                                             Three Months Ended June 30,                     Six Months Ended June 30,

                                             1997                    1996                    1997                   1996 

                                    Per Total      % of     Per Total     % of      Per Total     % of      Per Total      % of
                                        ASM      Revenue       ASM       Revenue       ASM       Revenue        ASM       Revenue

    <S>                               <C>         <C>         <C>         <C>         <C>        <C>          <C>         <C> 
    Operating revenues:
    Passenger service                 $0.129       91.7%      $0.135       91.4%      $0.126      90.6%       $0.127       91.4%
    Cargo                              0.005        3.2%       0.006        3.7%       0.005       3.3%        0.005        3.8%
    Other                              0.007        5.1%       0.007        4.9%       0.009       6.1%        0.007        4.8%
                                      ------      ------      ------      ------      ------     ------       ------      ------
    Total operating revenues           0.141      100.0%       0.148      100.0%       0.140     100.0%        0.139      100.0%

    Operating expenses:
    Salaries, wages and benefits       0.036       25.4%       0.037       24.8%       0.037      26.1%        0.036       25.8%
    Aircraft fuel and oil              0.020       14.3%       0.022       14.7%       0.022      15.5%        0.021       15.0%
    Commissions                        0.013        9.7%       0.014        9.6%       0.013       9.3%        0.013        9.1%
    Dining services                    0.007        5.2%       0.007        5.0%       0.007       5.0%        0.007        5.1%
    Station rental, landing and
      other fees                       0.010        6.9%       0.010        6.8%       0.011       7.6%        0.010        7.4%
    Aircraft maintenance
      materials/repairs                0.014       10.0%       0.009        6.2%       0.012       8.7%        0.010        7.0%
    Depreciation and
      amortization                     0.003        2.6%       0.004        2.4%       0.003       2.6%        0.004        2.6%
    Aircraft rentals                   0.008        5.2%       0.008        5.3%       0.007       5.3%        0.008        5.7%
    Other                              0.015       10.5%       0.017       11.4%       0.015      10.7%        0.016       11.8%
                                      ------      ------      ------       -----      ------      -----       ------       -----
    Total operating expenses          $0.126       89.8%      $0.128       86.2%      $0.127      90.8%       $0.125       89.5%
                                      ======      ======      ======       =====      ======      =====       ======       =====
    Total ASMs (000s)                593,125                 518,974               1,168,585               1,029,109

   </TABLE>

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


                  Three Months Ended June 30, 1997 Compared to
                        Three Months Ended June 30, 1996

   Operating Revenues
   Company operating revenues totalled $83.3 million in the second quarter
   1997, a $6.5 million, or 8.5%, increase over revenues for the second
   quarter 1996. Passenger revenues accounted for 91.7% of total revenues and
   increased $6.2 million, or 8.8%, from 1996 to $76.4 million.  The increase
   is attributable to a 15.5% increase in passenger volume, as measured by
   revenue passenger miles, offset by a 5.8% decrease in revenue yield.

   Midwest Express passenger revenue increased by $6.5 million, or 10.7%,
   from 1996 to $66.9 million.  This increase reflects a 14.6% increase in
   origin and destination passengers, offset by a 5.1% decrease in revenue
   yield.  Total capacity, as measured by scheduled service ASMs, increased
   16.4% because of two additional aircraft in scheduled service during the
   1997 quarter, as well as improved weather in 1997 resulting in fewer
   cancellations.  Load factor increased from 65.9% in 1996 to 66.1% in 1997.
   Yield was negatively impacted by the reinstatement of the federal excise
   tax on tickets effective March 7, 1997, competitive pricing pressures and
   the start-up of several new routes that were impacted by introductory and
   competitive pricing.  Of the 5.1% yield decrease in the second quarter
   1997, approximately 2% was caused by service initiated in March 1997 in
   the Milwaukee-Orlando market.  This market will typically have higher load
   factors, but lower revenue yields than the remainder of the Midwest
   Express system.

   Skyway passenger revenue decreased by $.3 million, or 2.9%, from 1996 to
   $9.5 million.  This decrease was caused by a 4.4% decrease in origin and
   destination passengers, offset by a 1.5% increase in revenue yield.  Total
   capacity decreased by .5%, as a result of maintenance issues and a
   schedule change.  Load factor decreased from 47.0% in 1996 to 45.2% in
   1997.

   Revenue from cargo, charter and other services increased $.3 million in
   the second quarter 1997. Midwest Express benefited from increased revenue
   from the Midwest Express MasterCard program of $.5 million and additional
   ground service contracts of $.3 million.  Charter revenue decreased $.4
   million because in 1997 Midwest Express had delays with an aircraft
   refurbishment that required the use of the dedicated charter jet aircraft
   for scheduled service.

   Operating Expenses
   1997 operating expenses increased by $8.6 million, or 13.0%, from 1996.
   The cost increase was primarily due to expanded operations and an
   unscheduled engine repair.  Cost per total ASM decreased 1.2%, from 12.8
   cents in 1996 to 12.6 cents in 1997.  

   Salaries, wages and benefits increased by $2.1 million, or 10.8%.  The
   labor cost increase reflects the addition of approximately 316 full-time
   equivalent employees since June 30, 1996; 313 at Midwest Express and three
   at Skyway.  Midwest Express added employees throughout the organization to
   support the aircraft placed in service during 1996 and 1997.  In addition,
   employees were added to support aircraft ramp operations in Boston, Kansas
   City and Washington D.C., which were previously contracted from other
   airlines.  Salaries, wages and benefits were also adversely affected by an
   unanticipated delay in completing several new aircraft modifications and
   refurbishments as initially scheduled.  This delay caused a temporary
   excess in aircraft flight crews during the 1997 quarter.  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 on industry salary surveys and
   management's desire to increase pay scales to maintain a competitive
   position within the industry.  Labor costs were reduced by a reduction in
   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 on earnings to date and projected results for the remainder of the
   year.

   Aircraft fuel and oil and associated taxes increased $.7 million, or 6.1%,
   in 1997. Into-plane fuel prices decreased 3.3% in 1997, averaging 72.8
   cents per gallon in 1997 and 75.3 cents per gallon in 1996.  Fuel
   consumption increased by 9.7% in the quarter because Midwest Express
   operated 15.2% more aircraft flight hours.

   Commissions increased by $.7 million, or 9.7%, primarily due to the
   increase in passenger revenue. 

   Dining services costs increased by $.5 million, or 12.4%, from 1996.  The
   increase was primarily due to the 14.6% increase in origin and destination
   passengers.

   Station rental, landing and other fees increased by $.6 million, or 11.1%,
   from 1996.  The increase was caused by 14.2% more flight segments by
   Midwest Express and higher airport costs, primarily for purchased security
   services and landing fees.

   Maintenance costs increased by $3.6 million, or 75.2%, from 1996.  The
   increase was primarily attributable to an unscheduled repair of one MD-88
   engine that adversely affected costs by $1.3 million.  In addition, this
   event resulted in the lease of an additional engine during the quarter. 
   The increase was also attributable to more flight hours at Midwest
   Express, increases in Skyway maintenance due to the expiration of
   manufacturer warranties on most aircraft, an increase in unscheduled
   engine repairs, and an increase in accrual rates for future engine and
   airframe overhauls. 

   Aircraft rental costs increased by $.2 million in 1997, as a result of
   Midwest Express leasing two 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 1996, and
   the decision to exercise purchase options on two leased jet aircraft in
   October 1996.

   Provision for Income Taxes
   Income tax expense for the second quarter 1997 was $3.2 million, a $.9
   million decrease from 1996.  The effective tax rates for the second
   quarter of 1997 and 1996 were 36.6% and 38.4%, 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
   Corporation under a tax allocation and separation agreement entered into
   in connection with the initial public offering as if they were payable to
   taxing authorities.

   Net Income
   Net income for the second quarter decreased $1.0 million from 1996.  The
   net income margin changed from 8.6% in 1996 to 6.7% in 1997.

                   Six Months Ended June 30, 1997 compared to 
                         Six Months Ended June 30, 1996

   Operating Revenues
   Company operating revenues totaled $163.3 million for the six months ended
   June 30, 1997, a $19.8 million, or 13.8%, increase over 1996.  Passenger
   revenues accounted for 90.6% of total revenues and increased $16.7
   million, or 12.8%, from 1996 to $147.8 million.  The increase is
   attributable to an 11.2% increase in passenger volume, as measured by
   revenue passenger miles, and a 1.4% increase in revenue yield.
   Midwest Express passenger revenue increased by $16.9 million, or 15.0%,
   from 1996 to $129.5 million.  This increase was caused by an 11.0%
   increase in passengers, a 2.6% increase in revenue yield and a 1.0%
   increase in average passenger trip length.  Total Midwest Express
   capacity, as measured by scheduled service ASMs, increased 14.6%.  Load
   factor decreased from 64.6% in 1996 to 63.2% in 1997.
          
   Skyway passenger revenue decreased by $.2 million, or 1.0%, from 1996 to
   $18.3 million.  This decrease was caused by a 5.0% decrease in passengers,
   offset by a 3.7% increase in revenue yield.  Load factor decreased from
   44.8% in 1996 to 43.1% in 1997.

   Revenue from cargo, charter and other services increased $3.1 million, or
   25.1%, in 1997. Midwest Express benefited from increased revenue from the
   Midwest Express MasterCard program of $1.2 million and additional ground
   service contracts of $.5 million.  Charter revenue increased $1.2 million
   because Midwest Express had one aircraft dedicated to charter operations
   during the first four months of 1997 and did not have a dedicated aircraft
   until the second quarter 1996.  During the second quarter 1997, Midwest
   Express had delays with an aircraft refurbishment that required the use of
   the dedicated charter jet aircraft for scheduled service.

   Operating Expenses
   1997 operating expenses increased $19.8 million, or 15.4%, from 1996,
   primarily due to expanded operations and an unscheduled engine repair. 
   Cost per total ASM increased 1.7%, from 12.5 cents in 1996 to 12.7 cents
   in 1997.

   Salaries, wages and benefits increased $5.6 million, or 15.1%, from 1996. 
   On a cost per total ASM basis, these costs increased 2.8%, from 3.6 cents
   in 1996 to 3.7 cents in 1997. The labor cost increase reflects the
   addition of approximately 316 full-time equivalent employees since June
   30, 1996; 313 at Midwest Express and 3 at Skyway.  Midwest Express added
   employees throughout the organization to support the aircraft placed in
   service during 1996 and 1997.  In addition, employees were added to
   support aircraft ramp operations in Boston, Kansas City and Washington
   D.C., which were previously contracted from other airlines. Salaries,
   wages and benefits were also adversely affected by an unanticipated delay
   in completing several new aircraft modifications and refurbishments as
   initially scheduled.  This delay caused a temporary excess in aircraft
   flight crews during the 1997 second quarter.  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 on industry salary surveys and management's desire to
   increase pay scales to maintain a competitive position within the
   industry.  Labor costs were reduced by a reduction in accruals for Midwest
   Express' profit sharing and management incentive programs.

   Aircraft fuel and oil and associated taxes increased $3.8 million, or
   17.5%, from 1996.  Into-plane fuel prices increased 5.1% in 1997,
   averaging 76.8 cents per gallon in 1997 and 73.1 cents in 1996.  Fuel
   consumption increased 11.8% because of a 15.1% increase in Midwest Express
   aircraft block hours.

   Commissions increased by $2.1 million, or 16.1%, primarily due to higher
   passenger revenue.

   Dining services costs increased $.8 million, or 11.3%, in 1997, primarily
   due to the increase in passengers at Midwest Express. 

   Station rental, landing and other fees increased by $1.8 million, or
   17.5%, from 1996.  The increase was caused by 12.4% more flight segments
   by Midwest Express, increased costs for and use of deicing fluid, and
   significantly higher airport costs, primarily for purchased security
   services and landing fees.

   Maintenance costs increased by $4.2 million, or 42.0%, from 1996. The
   increase was primarily attributable to an unscheduled repair of one MD-88
   engine that adversely affected costs by $1.3 million.  In addition, this
   event resulted in the lease of an additional engine during the six months. 
   The increase was also attributable to more flight hours at Midwest
   Express, increases in Skyway maintenance due to the expiration of
   manufacturer warranties on most aircraft, and an increase in unscheduled
   engine repairs.

   Depreciation and amortization increased by $.5 million, or 13.2%, 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 $.4 million as a result of Midwest Express
   leasing 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 1996, and the decision to
   exercise purchase options on two leased aircraft in October 1996.

   Other operating expenses increased by $.5 million, or 3.2%, 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 headquarter relocation
   costs in 1997.

   Provision for Income Taxes
   Income tax expense for the first six months 1997 was $5.8 million, a
   decrease of $.2 million from 1996.  The effective tax rates for the first
   six months 1997 and 1996 were 37.0% and 38.7%, respectively.
    
   Net Income
   Net income for the first six months increased $.4 million from 1996.  The
   net income margin decreased to 6.0% in 1997 from 6.6% in 1996.

                         Liquidity and Capital Resources

   The Company's cash and cash equivalents totalled $22.6 million at June 30,
   1997, compared to $27.6 million at December 31, 1996.  Net cash provided
   by operating activities totalled $17.2 million for the six months ended
   June 30, 1997.  Net cash used in investing activities totalled $23.5
   million, primarily due to aircraft acquisitions and related modifications
   in 1997 of $8.3 million, which are intended to be financed by sale and
   leaseback transactions, and due to capital expenditures of $14.8 million.

   As of June 30, 1997, the Company had a working capital deficit of $5.7
   million versus a $5.8 million deficit at 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 June 30,
   1997, the Company's two credit facilities, a $55.0 million revolving bank
   credit facility and a $20.0 million secondary revolving credit facility
   with Kimberly-Clark, have not been used except for letters of credit
   totalling approximately $12.0 million that reduce the amount of available
   credit.

   Capital expenditures totalled $14.8 million for the six months ended June
   30, 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 engine maintenance, hush kits
   and one spare aircraft engine.  During August 1997, the Company will
   purchase its headquarters building, which it currently leases.  The
   Company will pay $2.8 million and will assume $3.5 million of long-term
   debt.  The mortgage note has an interest rate of 8.25% and is payable in
   monthly installments through April 2011.

   Aircraft acquisitions and modifications intended to be financed by sale
   and leaseback transactions totalled $8.3 million during the six months
   ended June 30, 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 one DC-9-30
   aircraft acquired in 1996, in which case the Company would be reimbursed
   for approximately $4.7 million of related aircraft acquisition and
   modification costs incurred to June 30, 1997.  The Company anticipates
   finalizing the sale and leaseback transactions on the two remaining jet
   aircraft during 1998.

   As of June 30, 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.

   During the second quarter 1997, the Company's board of directors approved
   increasing the Company's share repurchase program by $10 million over and
   above the original $5 million limit authorized by the board in December
   1995.  As of June 30, 1997, the Company has purchased 155,550 shares at a
   cost of $2.8 million.

   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 - As of June 30, 1997, three DC-9 aircraft acquired during
   1996 had not yet been placed into service.  The first aircraft suffered an
   unanticipated delay in aircraft modifications and refurbishments, which
   resulted in the Company's dedicated charter aircraft covering its
   scheduled service routes.  This aircraft is expected to enter service
   during the third quarter 1996, thereby reinstating the charter aircraft to
   charter service.  The second aircraft will initially be used as a
   maintenance spare during the first quarter 1998.  The third aircraft will
   be placed into service during 1998; plans for this aircraft have not been
   announced.  

   Federal Excise Tax - Effective October 1, 1997, the United States
   Government will change the federal excise ticket tax structure.  The
   Company expects the change in the ticket tax to favorably impact its
   financial statements, however the change is not expected to be material.

   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.   

   PART II - OTHER INFORMATION

   Item 1.  Legal Proceedings.

   As discussed in Note 11 to the Company's consolidated financial statements
   for the year ended December 31, 1996 and in Item 3 of the Company's Annual
   Report on Form 10-K for that year, a Commissioner of the Equal Employment
   Opportunity Commission ("EEOC") filed charges against the Company on July
   8, 1992.   On May 30, 1997, the EEOC commenced litigation in the federal
   District Court for the Eastern District of Wisconsin relating to such
   charges seeking compensatory and punitive damages in unspecified amounts
   for its claimants. The litigation involves a smaller number of claimants
   than the original charges. When the Company responds to the complaint in
   the litigation, the Company will deny the EEOC's allegations, and the
   Company intends to vigorously defend itself against the charges unless a
   settlement can be reached that would make it economically impractical to
   contest the charges. The accompanying financial statements do not reflect
   any liability with respect to the EEOC's claims, and the Company does not
   believe the amount of any settlement or adverse judgment would be material
   to the Company.

   Item 4.  Submission of Matters to a Vote of Security Holders.

   At the Company's Annual Meeting of Shareholders held on April 23, 1997,
   the following individuals were elected to the Board of Directors:

                                  Authority        Authority
                                   Granted          Withheld
    Oscar C. Boldt                5,553,402          42,082
    Brenda F. Skelton             5,555,683          39,801
    Richard H. Sonnentag          5,558,389          37,095

   The term of office for the following directors continued after the
   Company's Annual Meeting:  John F. Bergstrom; Frederick P. Stratton, Jr.;
   John W. Weekly; Timothy E. Hoeksema; James G. Grosklaus and David H.
   Treitel.  Effective June 30, 1997, Albert J. DiUlio, S.J. resigned from
   the Board of Directors of the Company.

   The following proposal was approved at the Company's Annual Meeting:

                             Affirmative    Negative      Votes     Broker 
                                Votes         Votes     Abstained   Non Vote
    Approval of amendments
    of Midwest Express
    Holdings, Inc. 1995
    Stock Option Plan           4,635,416     167,345     18,024     774,699


   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
                June 30, 1997.


   <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:    August 13, 1997   By /s/ Robert S. Bahlman              
                                 Robert S. Bahlman
                                 Vice President, Chief Financial Officer 
                                  and Treasurer


   <PAGE>
                                  EXHIBIT INDEX


   Number              Description


    (10.1)            Commercial Offer to Purchase between Chocolate Chip
                      Limited Partnership and Midwest Express, dated
                      April 11, 1997.

     (27)              Financial Data Schedule