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 March 31, 2000

[ ]  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 April 30, 2000,  there were  14,022,342  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 March 31, 2000


                                      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                    9
-------  --------------------------------------------------
         Operations and Financial Condition
         ----------------------------------

Item 3.  Quantitative and Qualitative Disclosure about Market Risk            16
-------  ---------------------------------------------------------


                           PART II - OTHER INFORMATION


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

SIGNATURES                                                                    18



                                     Page 2
<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
                                                                  March 31,
                                                               2000       1999
                                                               ----       ----
Operating revenues:
  Passenger service......................................... $ 96,165   $88,862
  Cargo ....................................................    2,896     3,033
  Other ....................................................    7,703     6,986
                                                             --------   -------
    Total operating revenues................................  106,764    98,881
                                                             --------   -------

Operating expenses:
  Salaries, wages and benefits..............................   35,575    29,021
  Aircraft fuel and oil.....................................   20,006    10,356
  Commissions...............................................    5,822     7,068
  Dining services...........................................    5,466     5,198
  Station rental, landing and other fees....................    8,771     8,003
  Aircraft maintenance materials and repairs................   11,978    10,378
  Depreciation and amortization.............................    3,913     2,970
  Aircraft rentals..........................................    6,194     4,890
  Other.....................................................   11,666     9,732
                                                               ------     -----
    Total operating expenses................................  109,391    87,616
                                                             --------   -------
Operating (loss) income.....................................   (2,627)   11,265
                                                             --------   -------

Other income (expense):
  Interest income...........................................      225       207
  Interest expense..........................................      (66)      (69)
  Other.....................................................      (18)      (38)
                                                             --------   --------
    Total other income (expense)............................      141       100
                                                             --------   --------

(Loss) income before income taxes and
  cumulative effect of accounting changes...................   (2,486)   11,365
Provision for income taxes  (credit)........................     (924)    4,262
                                                             --------   --------
(Loss) income before cumulative effect of
  accounting changes........................................ $ (1,562)  $ 7,103
Cumulative effect of accounting changes,
  net of applicable income taxes of $2,768..................   (4,713)        -
                                                             --------   -------
Net (loss) income........................................... $ (6,275)  $ 7,103
                                                             ========   =======

(Loss) income per common share - basic:
  (Loss) income before cumulative effect
    of accounting changes................................... $   (.11)  $   .50
  Cumulative effect of accounting changes, net..............     (.34)        -
                                                             --------   -------
  Net (loss) income......................................... $   (.45)  $   .50
                                                             ========   =======
(Loss) income per common share - diluted:
  (Loss) income before cumulative effect of
    accounting changes...................................... $   (.11)  $   .50
  Cumulative effect of accounting changes, net..............     (.34)        -
                                                             --------   -------
  Net (loss) income......................................... $   (.45)  $   .50
                                                             =========  =======

                 See notes to consolidated financial statements.



                                     Page 3
<PAGE>


Part I Item I - Financial Statements

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

                                                        March 31,   December 31,
                                                          2000         1999
                                                      (Unaudited)
                                                      -----------   ------------
                                     ASSETS

Current assets:
  Cash and cash equivalents.......................... $ 20,328        $ 16,049
  Accounts receivable:  less allowance for
    doubtful accounts of $154 and $166 at
    March 31, 2000 and  December 31, 1999,
    respectively.....................................    9,797          10,237
  Inventories........................................    7,052           7,270
  Prepaid expenses...................................    6,504           4,645
  Deferred income taxes..............................    7,528           4,687
                                                      --------        --------
    Total current assets.............................   51,209          42,888
Property and equipment, at cost......................  305,104         308,418
  Less accumulated depreciation and amortization.....   92,945          96,969
                                                      --------        --------
Net property and equipment...........................  212,159         211,449
Landing slots and leasehold rights, net..............    4,159           4,244
Purchase deposits on flight equipment................    2,250           2,000
Other assets.........................................    3,213           3,248
                                                      --------        --------
Total assets......................................... $272,990        $263,829
                                                      ========        ========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable................................... $  7,892        $  4,796
  Air traffic liability..............................   55,366          36,428
  Accrued liabilities................................   33,322          38,718
                                                      --------        --------
    Total current liabilities........................   96,580          79,942
Long-term debt.......................................    3,031           3,068
Deferred income taxes................................   13,143          14,283
Noncurrent scheduled maintenance expense.............    9,794          16,991
Accrued pension and other postretirement benefits....    9,928           9,115
Deferred frequent flyer partner revenue..............    6,601               -
Other noncurrent liabilities.........................    6,525           6,891
                                                      --------        --------
Total liabilities.................................... $145,602        $130,290
Shareholders' equity:
  Preferred stock, without par value,
    5,000,000 shares authorized, no shares
    issued or outstanding............................      n/a             n/a
  Common stock, $.01 par value, 25,000,000
    shares authorized, 14,543,231 shares
    issued in 2000 and 14,543,231 shares
    issued in 1999...................................      145             145
  Additional paid-in capital.........................   11,208          11,147
  Treasury stock, at cost; 525,569 shares in
    2000 and 531,104 shares in 1999..................  (10,689)        (10,752)
  Retained earnings..................................  126,724         132,999
                                                      --------        --------
Total shareholders' equity...........................  127,388         133,539
                                                      --------        --------
Total liabilities and shareholders' equity........... $272,990        $263,829
                                                      ========        ========

                 See notes to consolidated financial statements.



                                     Page 4
<PAGE>


Part I Item I - Financial Statements

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

                                                               Three Months
                                                              Ended March 31,
                                                              2000       1999
                                                              ----       ----
Operating activities:
  Net (loss) income........................................ $(6,275)   $  7,103
  Items not involving the use of cash:
    Cumulative effect of accounting changes, net...........   4,713           -
    Depreciation and amortization..........................   3,913       2,970
    Deferred income taxes..................................  (3,981)       (110)
    Other..................................................   1,071       1,233
  Changes in operating assets and liabilities:
    Accounts receivable....................................     440        (405)
    Inventories............................................     218        (354)
    Prepaid expenses.......................................  (1,859)       (958)
    Accounts payable.......................................   3,096         891
    Deferred frequent flyer partner revenue................     235           -
    Accrued liabilities....................................     734         186
    Air traffic liability..................................  10,823       6,107
                                                            -------    --------
    Net cash provided by operating activities..............  13,128      16,663
                                                            -------    --------
Investing activities:
  Capital expenditures.....................................  (9,143)    (26,337)
  Purchase deposits on flight equipment....................    (250)       (900)
  Other....................................................       6        (791)
                                                            -------    --------
  Net cash used in investing activities....................  (9,387)    (28,028)
                                                            -------    --------
Financing activities:
  Proceeds from sale and leaseback transactions............       -         951
  Other....................................................     538       3,205
                                                            -------    --------
Net cash provided by financing activities..................     538       4,156
                                                            -------    --------
Net increase (decrease) in cash and cash equivalents.......   4,279      (7,209)
Cash and cash equivalents, beginning of period.............  16,049      13,455
                                                            -------    --------
Cash and cash equivalents, end of period................... $20,328    $  6,246
                                                            =======    ========

Supplemental schedule of investing activities:
  Transfer of flight equipment from purchase
    deposits to property and equipment.....................       -    $ 10,466

                 See notes to consolidated financial statements.



                                     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  three-month  period ended
     March 31, 2000 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  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,  1999.  The  results of  operations  for the
     three-month  period ended March 31, 2000 are not necessarily  indicative of
     the results for the entire fiscal year ending December 31, 2000.

 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.  Cumulative Effect of Accounting Changes

     Effective  January 1, 2000, the Company adopted Staff  Accounting  Bulletin
     101, "Revenue  Recognition in Financial  Statements" ("SAB 101"), issued by
     the Securities  and Exchange  Commission in December 1999. SAB 101 provides
     guidance on the application of generally accepted accounting  principles to
     revenue recognition in financial  statements.  Prior to the issuance of SAB
     101, the Company  recognized  all revenue from frequent flyer miles sold to
     partners,  net of the incremental cost of providing future air travel, when
     the  mileage  was sold,  which was  consistent  with most  major  airlines.
     Beginning January 1, 2000, as a result of adopting SAB 101, the Company has
     changed its method used to account for the sale of frequent  flyer  mileage
     credits to participating partners such as credit card companies, hotels and
     car rental  agencies.  Under the new  accounting  method,  a portion of the
     revenue  from the sale of frequent  flyer  mileage  credits is deferred and
     recognized when transportation is provided to the passenger. The cumulative
     effect of this change is an unfavorable  adjustment of



                                     Page 6
<PAGE>


     ($7.8)  million,   net  of  tax.  The  Company   believes  the  new  method
     appropriately  matches  revenues  in  the  period  in  which  services  are
     provided.

     The  Company  also  changed its  accounting  policy  associated  with major
     maintenance on airframes. In the past, major airframe costs were either (1)
     accrued to expense on the basis of  estimated  future  costs and  estimated
     flight hours between major  maintenance  events,  or (2)  capitalized  when
     incurred and  amortized  on the basis of  estimated  flight hours until the
     next major maintenance event.  Effective first quarter 2000, in conjunction
     with the Company's efforts to divide major maintenance events into smaller,
     more frequent events, the Company will record airframe maintenance costs as
     they are incurred.  Costs  associated  with major  maintenance  on aircraft
     engines will continue to use the existing approach.  In first quarter 2000,
     the Company  recorded a favorable  adjustment of $3.1 million,  net of tax,
     for the cumulative effect of the change for prior years.

     The pro forma  results,  assuming  that  accounting  changes  were  applied
     retroactively, are shown below (in thousands, except per share data):


                  Three months ended March 31, 1999 (unaudited)

                                                                          As
                                                              Pro     Previously
                                                             Forma     Reported
                                                             -----    ----------
     Income before cumulative effect of accounting
       changes...........................................   $ 7,103    $ 7,103
     Earnings per common share...........................   $   .50    $   .50
     Earnings per common share assuming dilution.........   $   .50    $   .50

     Net income..........................................   $ 7,826    $ 7,103
     Earnings per common share...........................   $   .55    $   .50
     Earnings per common share assuming dilution.........   $   .55    $   .50



                                     Page 7
<PAGE>


 5.  Segment Reporting

     Midwest Express  Airlines,  Inc.  ("Midwest  Express") and Astral Aviation,
     Inc.  doing  business  as  Skyway  Airlines   ("Astral"),   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,  1999.  Financial
     information  for the  three  months  ended  March  31 on the two  operating
     segments, Midwest Express and Astral, follows (in thousands):


                               Midwest
2000                           Express     Astral    Elimination   Consolidation
----                           -------     ------    -----------   -------------
Operating revenues............$ 94,511    $13,144     $   (891)      $106,764
Operating (loss)..............    (815)    (1,812)           -         (2,627)
Depreciation and
  amortization expenses.......   3,593        320            -          3,913
Interest income...............     225        147         (147)           225
Interest expense..............     213          -         (147)            66
(Loss) before income taxes
  and cumulative effect of
  accounting changes..........    (820)    (1,666)           -         (2,486)
Provision for income taxes
  (credit)....................    (303)      (621)           -           (924)
Cumulative effect of
  accounting changes, net
  of applicable taxes.........  (4,713)         -            -         (4,713)
Total assets.................. 260,173     24,652      (11,835)       272,990
Capital expenditures..........$  8,453    $   690     $      -       $  9,143



                                Midwest
2000                            Express   Astral     Elimination   Consolidation
----                            -------   ------     -----------   -------------
Operating revenues............ $ 89,840   $ 9,892     $   (851)      $ 98,881
Operating income..............   11,196        69            -         11,265
Depreciation and
  amortization expenses.......    2,771       199            -          2,970
Interest income...............      207       132         (132)           207
Interest expense..............      201         -         (132)            69
Income before income taxes ...   11,164       201            -         11,365
Provision for income taxes....    4,186        76            -          4,262
Total assets..................  226,507    21,092      (10,813)       236,786
Capital expenditures.......... $ 25,540   $   797     $      -       $ 26,337



                                     Page 8
<PAGE>


Part I Item 2.

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

                              Results of Operations

Overview

The Company's first quarter 2000 operating loss was ($2.6)  million,  a decrease
of $13.9 million from the first quarter 1999 operating  income of $11.3 million.
Net loss for the quarter was ($6.3)  million,  which was $13.4 million less than
net  income  in the first  quarter  1999.  Year-to-date  net loss per share on a
diluted basis was ($.45), a $.95 decrease over 1999 net income per diluted share
of $.50.

The  Company's  total revenue in the first quarter  increased  $7.9 million,  or
8.0%,  compared to the first  quarter  1999.  Traffic,  as measured in scheduled
service  revenue  passenger  miles ("RPM"),  increased 5.9% in the first quarter
while scheduled  service  capacity  increased 8.5%.  Capacity at Skyway Airlines
increased 44.6% as five regional jets were in service  compared to none in first
quarter 1999.  Capacity at Midwest Express increased 6.5% due to the addition of
three MD-80 aircraft in scheduled service.  Capacity at both operating units was
constrained  by a shortage of pilots,  which resulted in abnormally low aircraft
utilization.  While both airlines have been able to hire sufficient pilots, both
have experienced problems in training the number of pilots needed to support the
growth  plan.  Traffic  increased  at Midwest  Express and Skyway 4.8% and 31.0%
respectively.  Traffic  was  reduced  the  first  few  weeks in  January  due to
passenger concerns about the millennium rollover.  Traffic in February and March
was reduced due to the threat of a pilots' strike at Midwest  Express.  Finally,
capacity and traffic were affected by a high number of flight  cancellations  in
the quarter.  Skyway cancelled 850 flights, about 500 due to weather and most of
the others due to crew shortages.  Midwest Express cancelled 462 flights, mostly
due to weather.

Revenue yield increased .3% at Midwest  Express and 1.8% at Skyway.  Competitive
pricing pressures reduced yield in several markets,  but was more than offset by
the $10 fuel surcharge implemented on ticket sales effective February 1, 2000.

The Company's  operating costs  increased by $21.8 million,  or 24.9%. On a cost
per available seat mile basis,  costs  increased  13.7% at Midwest Express (4.2%
excluding the impact of higher fuel prices) and 5.6% at Skyway ((.4%)  excluding
fuel price  changes).  Higher fuel prices caused costs to increase $9.0 million,
as into-plane  cost per gallon  increased  almost 80%. Unit costs also increased
due to reduced  aircraft  utilization  caused by the  shortage of pilots at both
airlines.  In addition,  pilot costs  increased at Midwest Express due to a 2.5%
contract  signing bonus,  increased wage rates associated with the new contract,
and the  implementation  of the new FAA mandated  interpretation of crew reserve
rest  rules.  This  effectively  added  18  pilots  with  no  increased  flying.
Additional detail on cost changes is included in subsequent sections.



                                     Page 9
<PAGE>


Operating Statistics

The following table provides selected  operating  statistics for Midwest Express
and Astral.


                                                   Three Months Ended,
                                                        March 31,
                                          --------------------------------------
                                                                        %
                                           2000         1999          Change
                                           ----         ----          ------

Midwest Express Operations
Origin & Destination Passengers           460,666      442,590       4.1
Revenue Passenger Miles (000s)            447,794      427,349       4.8
Scheduled Service Available Seat
  Miles (000s)                            751,268      705,236       6.5

Total Available Seat Miles (000s)         760,824      713,847       6.6
Load Factor (%)                              59.6%        60.6%     -1.0  pts.

Revenue Yield                            $  0.186     $  0.185        .3

Cost per total ASM                       $  0.125     $  0.110      13.7
Average Passenger Trip Length               972.1        965.6        .7
Number of Flights                          10,793       10,798       0.0
Into-plane Fuel Cost per Gallon          $  0.901     $  0.503      78.9
Full-time Equivalent Employees at
  End of Period                             2,556        2,219      15.2
Aircraft in Service at End of Period           32           29      10.3



Astral Operations
Origin & Destination Passengers            97,044       79,845      21.5
Revenue Passenger Miles (000s)             23,761       18,141      31.0
Scheduled Service Available Seat
  Miles (000s)                             56,516       39,078      44.6
Total Available Seat Miles (000s)          56,542       39,219      44.2
Load Factor (%)                              42.0%        46.4%     -4.4  pts.
Revenue Yield                              $0.550     $  0.540       1.8
Cost per total ASM                         $0.264     $  0.250       5.6
Average Passenger Trip Length               244.9        227.2       7.8
Number of Flights                          12,021       10,443      15.1
Into-plane Fuel Cost per Gallon            $1.002     $  0.555      80.6
Full-time Equivalent Employees at
  End of Period                               457          335      36.4
Aircraft in Service at End of Period           20           15      33.3


Note:    All statistics exclude charter  operations except the following:  total
         available seat miles ("ASM"), 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.  Numbers  in  this  table  may  not  be  recomputed  due to
         rounding.



                                    Page 10
<PAGE>



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


                                            Three Months Ended March 31,
                                             2000                 1999
                                             ----                 ----
                                       Per                   Per
                                      Total      % of       Total      % of
                                       ASM      Revenue      ASM      Revenue
                                      -----     -------     -----     -------
Operating revenues:
Passenger service                    $ 0.118     90.1%     $ 0.118     89.9%
Cargo                                  0.004      2.7%       0.004      3.1%
Other                                  0.009      7.2%       0.009      7.0%
                                     -------    ------     -------     -----
Total operating revenues             $ 0.131      100%     $ 0.131      100%
                                     -------    ------     -------     -----

Operating expenses:
Salaries, wages and benefits         $ 0.043     33.3%     $ 0.038     29.3%
Aircraft fuel and oil                  0.024     18.8%       0.014     10.5%
Commissions                            0.007      5.5%       0.009      7.2%
Dining services                        0.007      5.1%       0.007      5.3%
Station rental, landing and
  other fees                           0.011      8.2%       0.011      8.1%
Aircraft maintenance
  materials/repairs                    0.015     11.2%       0.014     10.5%
Depreciation and amortization          0.005      3.7%       0.004      3.0%
Aircraft rentals                       0.008      5.8%       0.006      4.9%
Other                                  0.014     10.9%       0.013      9.8%
                                     -------    ------     -------     -----
Total operating expenses             $ 0.134    102.5%     $ 0.116     88.6%
                                     =======    ======     =======     =====

Total ASMs (000s)                    817,365               753,066


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



                  Three Months Ended March 31, 2000 Compared to
                        Three Months Ended March 31, 1999

Operating Revenues

Company  operating  revenues totaled $106.8 million in the first quarter 2000, a
$7.9 million, or 8.0%, increase over the first quarter 1999.  Passenger revenues
accounted for 90.1% of total revenues and increased $7.3 million,  or 8.2%, from
1999 to $96.2  million.  The  increase  is  attributable  to a 5.9%  increase in
passenger volume, as measured by revenue passenger miles.

Midwest Express passenger revenue increased $4.0 million,  or 5.1%, from 1999 to
$83.1  million.  This  increase  was  caused by a 4.1%  increase  in origin  and
destination  passengers.  Total capacity, as measured by scheduled service ASMs,
increased 6.5% due to three additional  aircraft in scheduled service during the
first quarter 2000.  Load factor  decreased from 60.6% in 1999 to 59.6% in 2000,
due to lost bookings  associated with a potential pilots' strike and a reduction
in passenger travel in the first few weeks of January due to passenger  concerns
related



                                    Page 11
<PAGE>


     to the year 2000  rollover.  Revenue yield  increased .3% due to a $10 fuel
     surcharge effective with February 1, 2000 ticket sales.

Astral passenger  revenue  increased $3.3 million,  or 33.4%, from 1999 to $13.1
million.  Total capacity, as measured by scheduled service ASMs, increased 44.6%
due to five new regional  jets in scheduled  service  during first quarter 2000.
Passenger volume, as measured by revenue passenger miles,  increased 31.0%. Load
factor  decreased  from  46.4% in 1999 to 42.0% in  2000,  while  revenue  yield
increased  1.8% due to the $10 fuel  surcharge  effective  with February 1, 2000
ticket sales.

Revenue  from cargo,  charter and other  services  increased  $.6 million in the
first  quarter 2000.  Midwest  Express  benefited  from  increased  revenue from
charter sales of $.4 million.

Operating Expenses

First quarter 2000 operating  expenses  increased $21.8 million,  or 24.9%, from
1999.  The increase was  primarily  the result of higher fuel prices,  decreased
aircraft  utilization  at both Midwest  Express and Astral and  increased  labor
costs. Decreased aircraft utilization was primarily due to a shortage of trained
pilots.  The  shortage  of trained  pilots was  primarily  the result of lack of
flight  simulator time caused by increased  industry demand for flight simulator
time to meet the 1999 FAA change in reserve rest rule interpretation. Because of
this,  Midwest Express  operated a similar number of flights during the quarter,
but had three  additional  aircraft in service.  Astral had similar  issues with
higher fuel prices and low regional jet utilization;  the regional jets operated
at 57%  utilization,  but had the  infrastructure  and  costs  to  support  full
utilization.  In addition to lack of simulator  time,  pilot  turnover at Astral
resulted in a lack of trained  instructor  pilots and check  airmen.  Offsetting
higher  costs in most  categories  were  lower  commission  costs  and no profit
sharing accrual.  Cost per total ASM increased 15.0%, from 11.6(cent) in 1999 to
13.4(cent) in 2000.

Salaries,  wages and benefits  increased $6.6 million,  or 22.6%. The labor cost
increase  reflects  the  addition  of  approximately  459  full-time  equivalent
employees  (337 at Midwest  Express  and 122 at Skyway)  since  March 31,  1999.
Midwest  Express and Astral  added  employees  throughout  the  organization  to
support additional  aircraft placed in service.  Increased labor costs were also
due to the Midwest  Express pilots'  contract  signing bonus, an increase in the
number of pilots due to new rest and reserve  rules  mandated by the FAA,  and a
wage increase for pilots  associated with the new contract.  On a cost per total
ASM basis,  labor costs  increased  12.9% from 3.8(cent) in 1999 to 4.3(cent) in
2000.

Aircraft fuel and oil and associated taxes increased $9.6 million,  or 93.2%, in
first  quarter  2000.   Into-plane  fuel  increased  79.5%  in  2000,  averaging
90.9(cent) per gallon in 2000 versus  50.7(cent) per gallon in 1999 resulting in
a $9.0 million  pre-tax price impact.  Fuel  consumption  increased  7.8% in the
quarter,  primarily  because Astral placed five 328JETs in service.  The Company
manages the price risk of fuel  primarily by purchasing  commodity  options that
establish  ceiling  prices.  The Company  hedged 25% of first  quarter 2000 fuel
requirements  which  resulted in $.6 million  savings.  Fuel costs in April 2000
trended downward, averaging 86.4(cent) per gallon.



                                    Page 12
<PAGE>


Commissions  decreased $1.2 million, or 17.6%. Most of this reduction was due to
a new  commission  rate structure  that reduced base  commissions  from 8% to 5%
effective  October 19, 1999. In addition,  more tickets were  generated in first
quarter  2000  via the  Company's  reservations  center,  Web  site  and  ticket
counters.

Dining  services costs  increased $.3 million,  or 5.2%, from 1999. The increase
was primarily due to the 4.1% increase in Midwest Express origin and destination
passengers.

Station  rental,  landing and other fees  increased $.8 million,  or 9.6%,  from
1999. The increase was caused by 15.1% more flight segments at Astral. On a cost
per ASM basis, these costs increased 1.0%.

Maintenance costs increased $1.6 million,  or 15.4%, from 1999. The increase was
caused by higher-than-expected costs associated with material aircraft component
repairs and higher engine overhaul costs.

Depreciation and amortization  increased $.9 million,  or 31.8%,  from 1999. The
increase  was  primarily  the  result  of  depreciation  associated  with  three
additional  MD-80 aircraft  placed in service,  aircraft noise hushkits added to
six DC-9  aircraft  and capital  spending  associated  with the  start-up of the
regional jet program.

Aircraft rental costs increased $1.3 million, or 26.6%, from 1999 primarily as a
result  of  Astral  leasing  five  328JETs  and  Midwest  Express  completing  a
sale/leaseback on one MD-80 aircraft.

Other  costs  increased  $1.9  million,  or 19.9%,  from 1999.  Other  operating
expenses  consist  primarily of advertising and promotion,  insurance,  property
taxes,  consulting services,  reservation fees,  administration and other items.
The increase was primarily due to a  non-recurring  $.5 million  airport  rental
credit in 1999,  higher costs for professional  services,  higher Frequent Flyer
expenses and higher crew training  costs.  On a cost per total ASM basis,  these
costs increased 10.5% primarily because of lower aircraft utilization.

Provision for Income Taxes

Income tax expense for first quarter 2000 was a credit of ($.9) million,  a $5.2
million  decrease from 1999  provision of $4.3 million.  The effective tax rates
for the first  quarter of 2000 and 1999 were 37.2% and 37.5%  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.

Cumulative Effect of Accounting Changes

The Company's  cumulative effect of accounting  changes,  net of applicable tax,
totaled ($4.7) million.  The change was ($7.8) million, net of tax, for a change
in accounting  methods for Frequent Flyer partner miles,  partially  offset by a
$3.1 million,  net of tax, adjustment for major



                                    Page 13
<PAGE>


     airframe  maintenance  due to the  Company's  planned  transition to divide
     major  events into  smaller,  more  frequent  events,  and record  airframe
     maintenance costs as they are incurred.

Net (Loss) Income

     Net (loss) for the first  quarter  2000 was ($6.3)  million,  a decrease of
     $13.4 million from first  quarter 1999 net income of $7.1 million.  The net
     (loss) income margin deteriorated from 7.2% in 1999 to (5.9)% in 2000.

                         Liquidity and Capital Resources

The Company's cash and cash equivalents totaled $20.3 million at March 31, 2000,
compared to $16.0  million at December 31, 1999.  Net cash provided by operating
activities  totaled $13.1 million for the three months ended March 31, 2000. Net
cash  used  in  investing  activities  totaled  $9.4  million,  due  to  capital
expenditures  of $9.4  million,  including  $.3 million of purchase  deposits on
flight equipment.

As of March 31, 2000, the Company had a working capital deficit of $45.4 million
versus a $37.1 million deficit on December 31, 1999. 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  revenue 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 March 31, 2000,  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
totaling  approximately $9.7 million that reduce the amount of available credit.
The letters of credit are used to support financing on the Company's maintenance
facility and for various other  purposes.  The  Kimberly-Clark  credit  facility
expires in September 2000.

Capital spending totaled $9.1 million for the three months ended March 31, 2000.
Capital expenditures primarily consisted of spending for the construction of the
Company's new training  facility,  aircraft  refurbishment  costs for two of the
recently acquired MD-80 aircraft, engine overhauls, spare parts and spending for
refurbishment  and  equipment  for the  Kansas  City call  center.  The  Company
anticipates full year capital spending to be approximately  $50 million in 2000,
$21 million of which is associated  with the acquisition  and  refurbishment  of
MD-80 aircraft.

During 1997, the Company executed definitive purchase documents to acquire eight
previously owned McDonnell  Douglas MD-80 series aircraft.  The Company financed
seven deliveries and refurbishment  costs for six aircraft presently in service,
primarily using internal cash flow. A sale-leaseback was completed for one MD-80
in September 1999.

As of March 31, 2000,  leases relating to three of Midwest Express' jet aircraft
are guaranteed by  Kimberly-Clark.  The Company pays  Kimberly-Clark a guarantee
fee equal to 1.25% annually of



                                    Page 14
<PAGE>


the outstanding lease commitments. Kimberly-Clark will continue to guarantee the
leases for the three aircraft until the expiration of their initial lease terms.
The first of these jet aircraft leases expires in 2001.

The five Fairchild  Aerospace 328JET aircraft were financed via leveraged leases
over a period of 16.5 years.

The Company's Board of Directors has authorized a $15.0 million share repurchase
program.  As of March 31,  2000,  the Company  has  purchased a total of 565,725
shares of common stock at a cost of $11.0 million. No shares were repurchased in
the first quarter.

The Company  believes its  existing  cash and cash  equivalents,  cash flow from
operations,  funds  available  from credit  facilities  and available  long-term
financing  for the  acquisition  of jet  aircraft  will be  adequate to meet its
current and anticipated working capital requirements and capital expenditures.


                              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 interest  rates.  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 1999,  Midwest  Express  placed into service five MD-80
series  aircraft  the  Company  agreed to  purchase  in 1997.  Two MD-80  series
aircraft were received in the fourth  quarter 1999 and will enter service in the
second and third quarter 2000. In November  1999,  the Company signed a purchase
agreement  to acquire  four  MD-80  series  aircraft  operated  by  Scandinavian
Airlines System. Delivery of the aircraft is expected 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 this project, including aircraft refurbishment, modification
and support  equipment,  will cost $60 million.  These  aircraft will be used to
increase  capacity on the Company's  high-traffic  routes and expand  service in
existing and new markets.




                                    Page 15

<PAGE>


Regional Jet Aircraft - The Company plans to acquire five  32-passenger  328JETs
in 2001, with the first aircraft  entering revenue service in February 2001, and
five 44-passenger  428JETs beginning in 2003. These aircraft will be operated by
Astral.  The estimated cost of these ten aircraft will total  approximately $115
million.  The Company  holds  options to acquire  five  additional  regional jet
aircraft.

Labor Relations - In April 1999,  Midwest Express flight attendants  elected the
Association of Flight Attendants,  AFL-CIO, a labor union, for representation in
collective  bargaining.  Negotiations  began in January  2000.  Midwest  Express
pilots ratified a five year agreement in February 2000. The Astral pilots have a
four-year   agreement  which  expires  January  2002.  No  other  employees  are
unionized.

Pension Plan - In 1999,  Midwest  Express  approved a plan whereby the qualified
defined benefit plan that covers substantially all Midwest Express employees has
terminated as of March 31, 2000.  This is subject to approval by Pension Benefit
Guaranty  Corporation  (PBGC),  the federal agency  responsible  for supervising
pension plan terminations.

Subject to approval of the pension plan  termination,  effective  April 1, 2000,
substantially  all Midwest Express employees will be covered by a money purchase
pension plan. Midwest Express will make monthly  contributions,  primarily based
on employee compensation and employee age.

Headquarters  Building  Expansion - In July 1999, the Company announced it would
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 the third quarter 2000. The Company expects
the cost of this  project  to be $7.0  million,  and  anticipates  funding  this
project by cash flows from operations.

Other Issues - The Company's Annual Report for the year ended December 31, 1999,
disclosed certain issues relating to sales taxes. This issue remains 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, 1999.



                                    Page 16
<PAGE>



PART II - OTHER INFORMATION

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

         (a)  Exhibits

              (10)  Fifteenth  Amendment to Airline Lease, as amended
                    between Milwaukee County and Midwest Express, dated
                    February 16, 2000.

              (27)  Financial data schedule.


         (b)  Reports on Form 8-K

              No reports on Form 8-K were filed during the quarter ended
              March 31, 2000.



                                    Page 17
<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:    May 15, 2000                     By  /s/ Timothy E. Hoeksema
        --------------                       -----------------------------------
                                              Timothy E. Hoeksema
                                              Chairman of the Board, President
                                                and Chief Executive Officer



Date:    May 15, 2000                     By  /s/ Robert S. Bahlman
        --------------                       ---------------------------------
                                              Robert S. Bahlman
                                              Senior Vice President and
                                                Chief Financial Officer



                                    Page 18